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Reverse Mergers Take Off

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If carried out with proper diligence, a reverse merger is an alluring mode of corporate restructuring, as witnessed in the recent Ambuja-Holcim deal.
Corporate structuring has been an integral part of any company striving for success. Globalisation and the demand for newer pocket-friendly and tax-friendly routes for restructuring have led to the adoption of many new business practices by Indian companies. There are various modes of corporate structuring such as business transfers, asset transfers, share purchase, slump sale, mergers, demergers, etc.

Globally, mergers may be categorised as horizontal mergers and vertical mergers. Reverse mergers form part of the same genesis of mergers.

The definition of ?reverse merger? has not been provided in any statute. However, there are several kinds of reverse mergers. Amongst others, a reverse merger may be in the form when a holding company/unlisted company merges with its investee company/subsidiary company/listed company. Other kinds of reverse mergers are when a profit-making company merges with a non-profit making/weak/sick company.

Recent Trends
There are numerous mergers and reverse mergers taking place in India and abroad. However, a reverse merger only comes into the limelight when the interest of the general public or a listed entity is involved. We set out below certain recent reverse mergers that have taken place in India.

Recently, the Ambuja-Holcim saga has grabbed the interest of all the stakeholders in the cement industry due to the unique and complex structure adopted by the promoter companies leading to the reverse merger.

Ambuja Cements Limited, a listed entity on BSE and NSE ("Ambuja"), Holcim India Private Limited, an Indian investing company and wholly owned subsidiary of HIL ("Holcim") and Holderind Investment Limited, a Mauritius-based investment arm of Holcim Limited ("HIL") entered into an agreement dated July 31, 2013 ("Agreement") wherein Ambuja purchased 24 per cent shareholding of Holcim for a consideration of approximately Rs 3,500 crore, on the terms and conditions contained under such Agreement. A Scheme of Amalgamation ("Scheme") was also formulated for amalgamation of Holcim (Amalgamating Company) into Ambuja (Amalgamated Company). As a result thereof, (i) the direct shareholding of Holcim in Ambuja (9.76 per cent) stood cancelled and the said shareholding also reduced as per the relevant provisions of the Companies Act, 1956 and (ii) 50.05 per cent shareholding of ACC Limited ("ACC") held by Holcim became the shareholding of Ambuja and ACC became a subsidiary of Ambuja.

There was a huge uproar in the cement industry and the public shareholders of Ambuja since the structuring involved cash-out of approximately Rs 3,500 crore from the pockets of Ambuja to its promoter company. It was alleged that Holcim was merely a tool in the hands of HIL to keep the shareholding of Ambuja, and under the garb of restructuring Indian operations, the promoter company HIL absorbed most of the cash reserves of Ambuja. It was also alleged that Holcim was in dire need of money during 2013 and the aforesaid cash reserves could not provide any benefit to the public shareholders to which they were legally entitled to, in the form of dividend, buyback etc. The role of independent directors on the board of Ambuja was also questioned in this regard. Despite all such allegations, Ambuja received consent from majority of its public shareholders approving the (i) Agreement; and (ii) Scheme and thereby settling the chaos created by some of the stakeholders.

Since the transfer of shares under the Agreement was subject to receipt of approval from the Foreign Investment Promotion Board, India ("FIPB"), as stated by Holcim before the Delhi High Court, an application was made by Holcim to the FIPB in this regard. FIPB, in its meeting dated May 20, 2016, recommended the said proposal to the Cabinet Committee of Economic Affairs ("CCEA"). CCEA also approved the aforesaid proposal for acquisition of 24 per cent shareholding of Holcim by Ambuja on July 20, 2016, as disclosed by Ambuja to the BSE on July 21, 2016. Pursuant to the approval accorded by CCEA, Ambuja and Holcim have implemented the transaction involving acquisition of 24 per cent shares of Holcim and further allotted the required number of shares to HIL, in terms of the provisions of the Scheme.

Apart from the above, another instance is that of Hardcastle Restaurants Private Limited ("HRPL"), a master franchisee which operates the McDonald?s branded restaurants in western and southern India and which also became the direct subsidiary of Westlife Development Limited ("WDL"), a BSE-listed company, by way of a Composite Scheme of Arrangement and Amalgamation under a reverse merger in the year 2013.

This reverse amalgamation provided a way for the Indian investors to grab a share in the ever-growing market of McDonald?s through WDL. This arrangement was also a win-win for both HRPL and WDL, as it enabled McDonald?s to create a new market and strengthen its operations in the country and caused an instant upsurge in the market capitalisation of WDL.

The year 2013 also witnessed the reverse merger of Indiabulls Financial Services Limited, a listed holding company, into its wholly owned unlisted subsidiary Indiabulls Housing Finance Limited ("IHFL"), a mortgage finance company. The synergies of this reverse merger resulted in strengthening the housing finance and mortgage loan business of IHFL, which is presently listed with BSE and NSE.

A recent trend is also emerging wherein Indian companies are taking a backdoor entry in other cross-border jurisdictions, wherein specific shareholding of such companies is acquired by foreign listed entities, thereby enabling such companies to access foreign capital markets, as observed in the recent case of Videocon D2H, etc. Based upon the commercial understanding between the parties, a transaction involving a reverse merger may be structured in different forms including by way of an agreement or scheme of amalgamation/arrangement. However, for the protection of interest of shareholders, the shareholders are often provided with opportunities (such as at the time of passing any resolution in an extraordinary general meeting, by way of postal ballot and e-voting, if listed etc.), to oppose such reverse mergers, if they think that the same is not beneficial to them. Therefore, every reverse merger taking place in Indian jurisdiction has to go through the line of sanction from its shareholders in some manner.

Pros and Cons of Reverse Mergers
Often, the challenges involved in the case of reverse mergers are case-specific, based upon the nature of the entities concerned and the commercial understanding between the parties. For instance, in the case of Ambuja, BSE and NSE specifically directed Ambuja to obtain the approval for the Agreement from its public shareholders by way of postal ballot and e-voting.

Conclusion
Since a reverse merger is an alluring mode of corporate restructuring, companies do opt for it in their interest and the interest of their shareholders due to the benefits stated above. Amongst other advantages, reverse mergers have paved a way for unlisted entities (by a merger with a listed entity) to obtain access to capital markets, thereby avoiding cumbersome requirements of a public issue. Subject to certain conditions, taxation benefits may also be availed by a transferee entity, in terms of Section 72A of the Income-Tax Act, 1961.

As a precautionary measure, companies are always advised that before entering into such reverse mergers, a thorough research is conducted of the transferee entity, to avoid any kind of contingent liability, which may arise in the future.

(This article has been authored by Ashish Parwani, Partner, Hitesh Agrawal, Associate, and Suchita Sharma, Associate, Rajani Associates)

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Price hikes, drop in input costs help cement industry to post positive margins: Care Ratings

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Region-wise,the southern region comprises 35% of the total cement capacity, followed by thenorthern, eastern, western and central region comprising 20%, 18%, 14% and 13%of the capacity, respectively.

The cement industry is expected to post positive margins on decent price hikes over the months, falling raw material prices and marked drop in overall production costs, said an analysis of Care Ratings.

Wholesale and retail prices of cement have increased 11.9% and 12.4%, respectively, in the current financial year. As whole prices have remained elevated in most of the markets in the months of FY20, against the corresponding period of the previous year.

Similarly, electricity and fuel cost have declined 11.9% during 9M FY20 due to drop in crude oil prices. Logistics costs, the biggest cost for cement industry, has also dropped 7.7% (selling and distribution) as the Railways extended the benefit of exemption from busy season surcharge. Moreover, the cost of raw materials, too, declined 5.1% given the price of limestone had fallen 11.3% in the same aforementioned period, the analysis said.

According to Care Ratings, though the overall sales revenue has increased only 1.3%, against 16% growth in the year-ago period, the overall expenditure has declined 3.2% which has benefited the industry largely given the moderation in sales.

Even though FY20 has been subdued in terms of production and demand, the fall in cost of production has still supported the cement industry by clocking in positive margins, the rating agency said.

Cement demand is closely linked to the overall economic growth, particularly the housing and infrastructure sector. The cement sector will be seeing a sharp growth in volumes mainly due to increasing demand from affordable housing and other government infrastructure projects like roads, metros, airports, irrigation.

The government’s newly introduced National Infrastructure Pipeline (NIP), with its target of becoming a $5-trillion economy by 2025, is a detailed road map focused on economic revival through infrastructure development.

The NIP covers a gamut of sectors; rural and urban infrastructure and entails investments of Rs.102 lakh crore to be undertaken by the central government, state governments and the private sector. Of the total projects of the NIP, 42% are under implementation while 19% are under development, 31% are at the conceptual stage and 8% are yet to be classified.

The sectors that will be of focus will be roads, railways, power (renewable and conventional), irrigation and urban infrastructure. These sectors together account for 79% of the proposed investments in six years to 2025. Given the government’s thrust on infrastructure creation, it is likely to benefit the cement industry going forward.

Similarly, the Pradhan Mantri Awaas Yojana, aimed at providing affordable housing, will be a strong driver to lift cement demand. Prices have started correcting Q4 FY20 onwards due to revival in demand of the commodity, the agency said in its analysis.

Industry’s sales revenue has grown at a CAGR of 7.3% during FY15-19 but has grown only 1.3% in the current financial year. Tepid demand throughout the country in the first half of the year has led to the contraction of sales revenue. Fall in the total expenditure of cement firms had aided in improving the operating profit and net profit margins of the industry (OPM was 15.2 during 9M FY19 and NPM was 3.1 during 9M FY19). Interest coverage ratio, too, has improved on an overall basis (ICR was 3.3 during 9M FY19).

According to Cement Manufacturers Association, India accounts for over 8% of the overall global installed capacity. Region-wise, the southern region comprises 35% of the total cement capacity, followed by the northern, eastern, western and central region comprising 20%, 18%, 14% and 13% of the capacity, respectively.

Installed capacity of domestic cement makers has increased at a CAGR of 4.9% during FY16-20. Manufacturers have been able to maintain a capacity utilisation rate above 65% in the past quinquennium. In the current financial year due to the prolonged rains in many parts of the country, the capacity utilisation rate has fallen from 70% during FY19 to 66% currently (YTD).

Source:moneycontrol.com

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Wonder Cement shows journey of cement with new campaign

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The campaign also marks Wonder Cement being the first ever cement brand to enter the world of IGTV…

ETBrandEquity

Cement manufacturing company Wonder Cement, has announced the launch of a digital campaign ‘Har Raah Mein Wonder Hai’. The campaign has been designed specifically to run on platforms such as Instagram, Facebook and YouTube.

#HarRaahMeinWonderHai is a one-minute video, designed and conceptualised by its digital media partner Triature Digital Marketing and Technologies Pvt Ltd. The entire journey of the cement brand from leaving the factory, going through various weather conditions and witnessing the beauty of nature and wonders through the way until it reaches the destination i.e., to the consumer is very intriguing and the brand has tried to showcase the same with the film.

Sanjay Joshi, executive director, Wonder Cement, said, "Cement as a product poses a unique marketing challenge. Most consumers will build their homes once and therefore buy cement once in a lifetime. It is critical for a cement company to connect with their consumers emotionally. As a part of our communication strategy, it is our endeavor to reach out to a large audience of this country through digital. Wonder Cement always a pioneer in digital, with the launch of our IGTV campaign #HarRahMeinWonderHai, is the first brand in the cement category to venture into this space. Through this campaign, we have captured the emotional journey of a cement bag through its own perspective and depicted what it takes to lay the foundation of one’s dreams and turn them into reality."

The story begins with a family performing the bhoomi poojan of their new plot. It is the place where they are investing their life-long earnings; and planning to build a dream house for the family and children. The family believes in the tradition of having a ‘perfect shuruaat’ (perfect beginning) for their future dream house. The video later highlights the process of construction and in sequence it is emphasising the value of ‘Perfect Shuruaat’ through the eyes of a cement bag.

Tarun Singh Chauhan, management advisor and brand consultant, Wonder Cement, said, "Our objective with this campaign was to show that the cement produced at the Wonder Cement plant speaks for itself, its quality, trust and most of all perfection. The only way this was possible was to take the perspective of a cement bag and showing its journey of perfection from beginning till the end."

According to the company, the campaign also marks Wonder Cement being the first ever cement brand to enter the world of IGTV. No other brand in this category has created content specific to the platform.

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In spite of company’s optimism, demand weakness in cement is seen in the 4% y-o-y drop in sales volume. (Reuters)

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Cost cuts and better realizations save? the ?day ?for ?UltraTech Cement, Updated: 27 Jan 2020, Vatsala Kamat from Live Mint

Lower cost of energy and logistics helped Ebitda per tonne rise by about 29% in Q3
Premiumization of acquired brands, synergistic?operations hold promise for future profit growth Topics

UltraTech Cement
India’s largest cement producer UltraTech Cement Ltd turned out a bittersweet show in the December quarter. A sharp drop in fuel costs and higher realizations helped drive profit growth. But the inherent demand weakness was evident in the sales volumes drop during the quarter.

Better realizations during the December quarter, in spite of the 4% year-on-year volume decline, minimized the pain. Net stand-alone revenue fell by 2.6% to ?9,981.8 crore.

But as pointed out earlier, lower costs on most fronts helped profitability. The chart alongside shows the sharp drop in energy costs led by lower petcoke prices, lower fuel consumption and higher use of green power. Logistics costs, too, fell due to lower railway freight charges and synergies from the acquired assets. These savings helped offset the increase in raw material costs.

The upshot: Q3 Ebitda (earnings before interest, tax, depreciation and amortization) of about ?990 per tonne was 29% higher from a year ago. The jump in profit on a per tonne basis was more or less along expected lines, given the increase in realizations. "Besides, the reduction in net debt by about ?2,000 crore is a key positive," said Binod Modi, analyst at Reliance Securities Ltd.

Graphic by Santosh Sharma/Mint
What also impressed analysts is the nimble-footed integration of the recently merged cement assets of Nathdwara and Century, which was a concern on the Street.

Kunal Shah, analyst (institutional equities) at Yes Securities (India) Ltd, said: "The company has proved its ability of asset integration. Century’s cement assets were ramped up to 79% capacity utilization in December, even as they operated Nathdwara generating an Ebitda of ?1,500 per tonne."

Looks like the demand weakness mirrored in weak sales during the quarter was masked by the deft integration and synergies derived from these acquired assets. This drove UltraTech’s stock up by 2.6% to ?4,643 after the Q3 results were declared on Friday.

Brand transition from Century to UltraTech, which is 55% complete, is likely to touch 80% by September 2020. A report by Jefferies India Pvt. Ltd highlights that the Ebitda per tonne for premium brands is about ?5-10 higher per bag than the average (A cement bag weighs 50kg). Of course, with competition increasing in the arena, it remains to be seen how brand premiumization in the cement industry will pan out. UltraTech Cement scores well among peers here.

However, there are road bumps ahead for the cement sector and for UltraTech. Falling gross domestic product growth, fiscal slippages and lower budgetary allocation to infrastructure sector are making industry houses jittery on growth. Although UltraTech’s management is confident that cement demand is looking up, sustainability and pricing power remains a worry for the near term.

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