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Global acquisitions: the India story

Global acquisitions: the India story. Chris Parsons chairman , India practice, Herbert Smith Freehills. December 2013. India’s acquisitions overseas – 112 countries since 2003. Source: Thomson Reuters, August 2013. Target nations by number of deals (2003-13).

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Global acquisitions: the India story

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  1. Global acquisitions: the India story Chris Parsonschairman, India practice, Herbert Smith Freehills • December 2013

  2. India’s acquisitions overseas – 112 countries since 2003 Source: Thomson Reuters, August 2013

  3. Target nationsby number of deals (2003-13) Source: Thomson Reuters, September 2013

  4. Target nationsby value (2003-13) Source: Thomson Reuters, September 2013

  5. Target sectorsby number of deals (2003-13) Source: Thomson Reuters, September 2013

  6. Target sectorsby value (2003-13) Source: Thomson Reuters, September 2013

  7. Top 15 outbound cross-border deals (2003-13) Source: Thomson Reuters, September 2013

  8. A snapshot

  9. Case study one:tata steel and corus

  10. Public company takeover-offer (recommended or hostile) Takeover offer Shareholders Purchaser Transfer shares Target company

  11. Public company takeover-scheme Shareholders Purchaser 75% shareholder vote Agreed offer Transfer/issue of shares Target company

  12. Overview • Acquisition of Corus Group plc by Tata Steel for US$12.6bn • Takeover effected by scheme of arrangement • Competing bid from a Brazilian steel company, CompanhiaSiderúrgica Nacional (CSN) • Competition culminated in an auction on 30 January 2007 • Largest ever outward investment by an India-based company • Creates the world’s fifth largest steel company

  13. Tata Steel/Corus timetable

  14. Corus share price 650 600 Tata 455 offer announced CSN 515 offer announced 550 Tata 608 and CSN 603 offers announced 500 Tata 500 offer announced 450 CSN possible 475 offer Tata interest announced 400 350 08 16 02 10 18 26 24 05 13 21 01 01 19 27 05 13 23 31 04 12 20 11 - - - - - - - - - - - - - - - - - - - - - - Jan Jan Jan Jan Nov Nov Nov Oct Oct Oct Oct Feb Feb Feb Mar Sep Sep Sep Dec Dec Dec Sep 2006 2007

  15. Public auctions • The Panel announced that it would implement an auction ifCSN and Tata had not announced final offers by 30 January 2007 • The timetable was consistent with the principle that a Target should not be subject to bid speculation for an unduly long period • The Panel has used its power to conduct auctions three times in the past.All of these have been 3-5 days long • This is the first time the Panel has conducted an auction over such a short period (less than eight hours) and the first time that formula bids have been permitted • Eight rounds of fixed price bidding with 5 pence minimum increments • Ninth round of formula bidding: each bidder submitted its maximum price and differential above the highest bid of the other bidder which it was willing to pay

  16. Case study two:tata motors and jaguar land rover

  17. Russia Countries involved Thailand/rest of Asia Pacific China Tata in India (Buyer) Ford in US (Seller) Canada Ireland UK Belgium France Norway Germany Sweden Netherlands Austria Middle East & North Africa Sub-Saharan Africa South Africa Argentina Taiwan Latin America Brazil Spain Portugal South Korea Italy Mexico Australia Singapore Japan

  18. What was the role of an international law firm on this deal? • Employment/ • Trade • Unions • Intellectual • property • Due diligence • Pensions • Drafting/ • negotiating • documents • Project • management • Real Estate • Tax • Anti-Trust/ • Competition • Dispute • resolution • IT • Environment • Transitional • service • arrangements • Finance • Corporate • Share schemes

  19. Was the deal a success?

  20. Case study three:bhartiairtel and zain

  21. The bhaRti story

  22. Bharti’s acquisition of Zain Africa

  23. BhaRtiAirtel/Zain Africa – the deal • US $10.7 billion • 15 countries across Africa • MOU – 15 February 2010 • Deal signed – 31 March 2010 • Deal closed – 8 June 2010

  24. Bharti’s acquisition of Zain Africa 4 14 2 5 1 3 13 12 1. Sierra Leone 2. Burkina Faso 3. Ghana 4. Niger 5. Nigeria 6. Gabon 7. Congo 8. DR Congo 9. Zambia 10. Malawi 11. Tanzania 12. Kenya 13. Uganda 14. Chad 15. Madagascar 6 7 8 11 10 9 15

  25. Workstreams

  26. Military coup

  27. Partnering with India PARTNERSHIP

  28. Client’s Perspective • Bharti press release on 31 March 2010: • “This agreement is a landmark for global telecom industry and game changer for Bharti. More importantly, this transaction is a pioneering step towards South South cooperation and strengthening of ties between India and Africa. With this acquisition, BhartiAirtel will be transformed into a truly global telecom company with operations across 18 countries fulfilling our vision of building a world-class multinational” • Sunil BhartiMittal, chairman and managing director, BhartiAirtel

  29. questions

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