CASE STUDY ON HINDALCO ACQUIRE NOVELIS

PREPARED BY: NIKHIL DHANKAR AGRIM AGGARWAL FALAK MEHRA SAHIL AGGARWAL SHEKHAR CHOUHAN

INTRODUCTION

Hindalco Industries Ltd. is an aluminium manufacturing company and is a subsidiary of the Aditya Birla Group. Its headquarters is at Mumbai, Maharashtra, India. The company has annual sales of US$ 15 billion and employs around 20,000 people. It is listed in the Forbes Global 2000 at 895th rank. Its market capitalisation by the end of May 2013 was US$ 3.4 billion. Hindalco is one of the world's largest aluminium rolling companies and one of the biggest producers of primary aluminium in Asia The Hindustan Aluminum Corporation Limited was established in 1958 by the Aditya Birla Group. In 1962 the company began production in Renukoot in Uttar Pradesh making 20 thousand metric tons per year of aluminium metal and 40 thousand metric tons per year of alumina. In 1989 the company was restructured and renamed Hindalco. On 11 February 2007, the company entered into an agreement to acquire the Canadian company Novelis for US$6 billion, making the combined entity the world's largest rolled-aluminium producer. At 2007 Novelis was the world's largest producer of rolled aluminium and a major recycler of aluminium cans. On 15 May 2007, the acquisition was completed with Novelis shareholders receiving $44.93 per outstanding share of common stock. Hindalco, through its wholly owned subsidiary AV Metals Inc., acquired 75,415,536 common shares of Novelis, representing 100 percent of the issued and outstanding common shares. Immediately after closing, AV Metals Inc. transferred the common shares of Novelis to its wholly owned subsidiary AV Aluminum Inc. When Hindalco made this bid in 2007 this became the largest Indian investment in North America and the second-largest overseas investment by an Indian company (behind Tata Steel Europe's purchase of Corus two weeks earlier) to this time. The day after Hindalco announced the acquisition its stock fell by 13% resulting in a US$600 million drop in market capitalisation. Shareholders criticised the deal but K.M. Birla responded that he had offered a fair price for the company and stated, "When you are acquiring a world leader you will have to pay a premium.

Other acquisitions and takeovers In June 2000, acquisition of controlling stake in Indian Aluminium Company Limited (Indal) with 74.6 per cent equity holding. In July 2007, Hindalco announced it is acquiring the stake of Alcan Inc.'s in the Utkal Alumina Project located in Orissa.

An industry leader in aluminium and copper An industry leader in aluminium and copper, Hindalco Industries Limited, the metals flagship company of the Aditya Birla Group is the world's largest aluminium rolling company and one of the biggest producers of primary aluminium in Asia. Its copper smelter is the worlds largest custom smelter at a single location. Established in 1958, we commissioned our aluminium facility at Renukoot in eastern Uttar Pradesh, India in 1962. Later acquisitions and mergers, with Indal, Birla Copper and the Nifty and Mt. Gordon copper mines in Australia, strengthened our position in value-added alumina, aluminium and copper products. The acquisition of Novelis Inc. in 2007 positioned us among the top five aluminium majors worldwide and the largest vertically integrated aluminium company in India. Today we are a metals powerhouse with high-end rolling capabilities and a global footprint in 13 countries with a consolidated turnover of USD 14.8 billion (Rs. 80,193 crore). Hindalco's businesses Creating superior value Hindalco is one of the leading producers of aluminium and copper. Our aluminium units across the globe encompass the entire gamut of operations, from bauxite mining, alumina refining and aluminium smelting to downstream rolling, extrusions, foils, along with captive power plants and coal mines. Our copper unit, Birla Copper, produces copper cathodes, continuous cast copper rods and other by-products, such as gold, silver and DAP fertilisers.

Our units are ISO 9001:2000, ISO 14001:2004 and OHSAS 18001 certified. Several units have gone a step further with an integrated management system (IMS), combining ISO 9001, ISO 14001 and OHSAS 18001 into one business excellence model. We have been accorded the Star Trading House status in India. Hindalco's aluminium metal is accepted for delivery under the High Grade Aluminium Contract on the London Metal Exchange (LME). Our copper quality standards are also internationally recognised and registered on the LME with Grade A accreditation. Aluminium Hindalco's major products include standard and speciality grade aluminas and hydrates, aluminium ingots, billets, wire rods, flat rolled products, extrusions and foil. The integrated facility at Renukoot houses an alumina refinery and an aluminium smelter, along with facilities for the production of semi-fabricated products, namely, redraw rods, flat rolled products and extrusions. The plant is backed by a co-generation power unit and a 742 MW captive power plant at Renusagar to ensure the continuous supply of power for smelter and other operations. A strong presence across the value chain and synergies between operations has given us a dominant share in the value-added products market. As a step towards expanding the market for value-added products and services, we have launched various brands in recent years Everlast roofing sheets, Freshwrapp kitchen foil and Freshpakk semi-rigid containers. Copper Birla Copper, Hindalcos copper unit, is located at Dahej in Gujarat, India. The unit has the unique distinction of being the largest single-location copper smelter in the world. The smelter uses state-of-the-art technology and has a capacity of 500,000 tpa.

Birla Copper also produces precious metals, fertilisers and sulphuric and phosphoric acid. The unit has captive power plants for continuous power generation and a captive jetty to facilitate logistics and transportation.

Birla Copper upholds its longstanding reputation for quality copper cathodes and continuous cast copper rods by assuring its management processes meet the highest standards. It has acquired certifications such as ISO-9001:2000 (Quality Management Systems), ISO-14001:2004 (Environmental Management System) and OHSAS-18001:2007 (Occupational Health and Safety Management Systems). Mines Hindalco acquired two Australian copper mines, Nifty and Mt. Gordon, in 2003. The Birla Nifty copper mine consists of an underground mine, heap leach pads and a solvent extraction and electrowinning (SXEW) processing plant, which produces copper cathode. Cornerstones of growth well-crafted growth and integration hinges on the three cornerstones of cost competitiveness, quality and global reach. We are also committed to the triple bottom line accountability of economic, environment and social factors. Care for the community around our operating units is best exemplified by our deep-rooted social commitment.

NOVELIS

Novelis's company history represents a unique combination of new and old. Created in 2005 as a spin-off from aluminum producer Alcan Inc., Novelis is a young, growth-oriented company backed by a 90-year history in the aluminum rolling business. Novelis inherited its core assets, manufacturing know-how and corporate structure from Alcan. The first Alcan rolling operation began in 1916 in Toronto, Ontario, with an 84-inch hot mill and three finishing mills. Over the years, Alcan constructed a number of mills, including several that are among the largest aluminum rolling operations in each of the geographic regions in which Novelis operates: Oswego, United States (1963) The hot mill began operations and is now a major producer of can stock and industrial sheet. Norf, Germany (1967) A joint venture, owned at 50 percent, operates the world's largest aluminum rolling mill in terms of capacity.

Pindamonhangaba, Brazil (1977) The only South American plant producing beverage can body and end stock.

More recent expansions were made through both acquisitions and modernization of existing mills, which increased Alcan's can stock, sheet and foil rolling capabilities and capacity. Novelis was spun off as an independent entity to carry on most of the aluminum rolled products businesses operated by Alcan. Partnering with Hindalco In 2007, Novelis was acquired by Hindalco Industries Limited, another veteran of the aluminum business. Hindalco is the flagship company of theAditya Birla

Group of companies, a multinational conglomerate headquartered in Mumbai, India. Following the merger, Novelis became a wholly owned subsidiary of Aditya Birla Group. With the addition of Novelis, Hindalco became the world's largest aluminum rolling company and one of the biggest producers of primary aluminum in Asia. Novelis is the worlds largest producer of rolled aluminum sheet, with operations spanning 11 countries and nearly 11,000 employees. The company divides its operations into four regions: North America, Europe, Asia, and South America. The regional headquarters

are Atlanta, Zurich, Seoul, and Sao Paulo. Novelis also has operations in UK, Germany, Italy, and Canada. Demand for aluminum is increasing with the continued development of emerging nations, urbanization, and the increasing substitution of aluminum for other materials, making expansion a key consideration. The company is investing $100 million in its first manufacturing facility in China set to open in 2014. In response to global demand for aluminum sheet for automotive, electronics and beverage cans, the company has announced capital investments including a $400 million expansion in Asia, a $300 million expansion in Brazil and $200 million expansion in North America. On December 16, 2013 it was announced that Reynolds Consumer Products Inc., subsidiary of Rank Group Ltd. of New Zealand, planned to purchase the consumer products division of Novelis, for CAD $35mn. Novelis recycles approximately 40 billion cans each year. The company wants to achieve 80% recycled content by 2020.

PURPOSE OF THE DEAL The acquisition of Novelis by Hindalco was in an all-cash transaction, which values Novelis at enterprise value of approximately US $6.0 billion, including approximately US $2.4 billion of debt.

into Hindalco will establish a global integrated This merger Of Novelis aluminium producer with low-cost alumina and aluminium production facilities combined with high-end aluminium rolled product capabilities. After merger Hindalco will emerge as the biggest rolled aluminium products maker and fifth-largest integrated aluminium manufacturer in the world. leader in aluminium rolled products and aluminium As Novelis is the global can recycling, with a global market share of about 19%. Hindalco has a 60% share in the currently small but potentially high-growth Indian market for rolled products. cost producers of primary aluminium in Hindalco's position as one of the lowest the world is leverageable into becoming a globally strong player. The Novelis acquisition will give the company immediate scale and strong a global footprint. Novelis is a globally positioned organization, operating in 11 countries with approximately 12,500 employees. In 2005, the company reported net sales of US $8.4 billion and net profit of US $90 million. The company reported net sales of US $7.4 billion and net loss of US $170 million in nine months during 2006, on account of low contract prices. Some of these contracts are expected to continue for next Years also. Novelis is expecting the full year loss to be US $263 million in 2006, however the company is expecting to be in black with US $68 million profit in 2007.

Novelis has a rolled product capacity of approximately 3 million tonne while Hindalco at the moment is not having any surplus capacity of primary aluminium. Hindalcos greenfield expansion will give it primary aluminium capacity of approximately 1 million tonne, but this will take a minimum 3-4 years to all the capacities to come into operation. Novelis profitability is adversely related to aluminium prices and higher aluminium prices on LME in near future cant be ruled out. However, we expect the aluminium prices to be softening in long term and this would be positive for Novelis.

Considering these factors, Hindalcos profitability is expected to remain under pressure and this will bounce back in 2009-10. The profitability will be accretive only in 2010-11. The debt component of Novelis stood at US $2.4 billion and additional US $2.8 billion will be taken by Hindalco to finance the deal. This will put tremendous pressure on profitability due to high interest burden. Hindalcos existing expansion will cost Rs. 25,000 crore and as a result debt and interest burden of the company will increase further. CRISIL has placed its outstanding long-term rating of AAA/Stable on Hindalco Industries Limited (Hindalco), on Rating Watch with Negative Implications. The short term rating of P1+ has been reaffirmed. This would lead to higher interest rate for the company.

GAINS
The funding structure of this deal is remarkably different from the leveraged buyout model that Tata Steel used to fund the Corus buy. The Tatas are to buy 100 per cent of Corus equity for $12.1 billion. Only $4.1 billion of this is being raised by the Tatas. The remaining $8 billion will be raised (as debt) and repaid on the strength of the Corus balance sheet. Effectively, the Tatas are paying only a third of the acquisition price. This was possible because Corus had relatively low debt on its balance sheet and was able to borrow more. But that is not the case with Novelis. With a debt-equity ratio of 7.23:1, it cant borrow any more. So, the Birlas were unable to do a leverage buyout. To buy the $3.6 billion worth of Noveliss equity, Hindalco is now borrowing almost $2.85 billion (of the balance, $300 million is being raised as debt from group companies and $450 million is being mobilised from its cash reserves). That is almost a third of the Rs 2,500 crore net profit Hindalco may post in 2006-07. (It has reported a net profit of Rs 1,843 crore for the first three quarters of this year.) The second part of the deal is the $2.4billion debt on Noveliss balance sheet. Hindalco will have to refinance these borrowings, though they will be repaid with Noveliss cash flows.

This acquisition was a very good strategic move from Hindalco. Hindalco will be able to ship primary aluminium from India and make value-added products.'' The combination of Hindalco and Novelis establishes an integrated producer with lowcost alumina and aluminium facilities combined withhigh-end rolling capabilities and a global footprint. Hindalcos rationale for the acquisition is increasing scale of operation, entry into highend downstream market and enhancing global presence. Novelis is the global leader (in terms of volume) in rolled products with annual production capacity of 2.8 million tonnes and a market share of 19 per cent. It has presence in 11 countries and provides sheets and foils to automotive and transportation, beverage and food packaging, construction and industrial, and printing markets. Hindalcos rationale for the acquisition is increasing scale of operation, entry into highenddownstream market and enhancing global presence. Novelis is the global leader (in terms of volumes) in rolled products with annual production capacity of 2.8 million tonnes and a market share of 19 per cent. It has presence in 11 countries and provides sheets and foils to automotive and transportation, beverage and food packaging, construction and industrial, and printing markets. Acquiring Novelis will

provide Aditya Birla Group's Hindalco with access to customers such as General Motors Corp. and Coca-ColaCo. Indian companies, fueled by accelerating domestic growth, are seeking acquisitions overseas to add production capacity and find markets for their products. Tata Steel Ltd. spent US $12 billion last month to buy U.K. steelmaker Corus Group Plc. Novelis has capacity to produce 3 million tonne of flatrolled products, while Hindalco has 220,000 tonne .. ``This acquisition gives Hindalco access to higher-endproducts but also to superior technology,'' Hindalco plans to triple aluminium output to 1.5 million metric tonne by 2012 to become one of the world's five largest producers. The company, which also has interests in telecommunications, cement, metals, textiles and financial services, is the world's 13th-largestaluminium maker. After the deal was signed for the acquisition of Novelis, Hindalco's management issued press releases claiming that the acquisition would further internationalize its operations and increase the company's global presence. By acquiring Novelis, Hindalco aimed to achieve its long-heldambition of becoming the world's leading producer of aluminium flat rolled products. Hindalco had developed long-term strategies for expanding its operations globally and this acquisition was a part of it. Novelis was the leader in producing rolled products in the Asia-Pacific, Europe, and South America and was the second largest company in North America in aluminium recycling, metal solidification and in rolling technologies worldwide. The benefits from this acquisition can be discussed under the following points:
Post acquisitions, the company will get a strong global footprint. After full integration, the joint entity will become insulated from the fluctuation of LME Aluminium prices.
Novelis being market leader in the rolling business, has invested heavily in developing various production technology. One of such technology is a fusion technology that increases the formability of aluminium. This means that it can be better used formed into the design requirement by the car companies. All raw aluminium is processed so that it can be used in products. Fourty percent of the products are rolled products and Novelis is in leader in rolling business with a market share of 20%. Any change in the raw material price is directly passed on to the customers who range from coca cola to automobile companies like aston martin. The current revenue of hindalco is very much dependent on the aluminium prices and when the prices are high they make a larger margin, this not the case with rolling business which usually has a constant margin. For Hindalco to develop such technology will take a lot of time. According to Standard and Poors it would take 10 years and $ 12 billion to build the 29 plants that Novelis has with capacity of close to 3 million tonnes. The takeover of Novelis provides Hindalco with access to the leading downstream aluminium player in western markets. The purchase structurally shifts Hindalco from an upstream aluminium producer to a downstream producer. This is reflected in Novelis downstream product capacity of 3.0 mt compared to Hindalcos existing primary capacity of 500 kt. Even with Hindalcos expansion plans to take primary production to 1.5 mt by 2011,

the group will remain a downstream aluminium producer. Novelis shareholders are required to approve the deal which the companies expect to be completed by 2007

VALUATION FOR ACQUISITION The big concern is Noveliss valuation. Analysts believe the Birlas are paying too high a price for a company that incurred a loss of US $170 million for the nine months ended 30 September 2006. In its latest guidance, the Novelis management has indicated a loss of US $240 million285 million for the whole of 2006. Even in 2005, when Novelis had made a US $90-million net profit, its share prices never crossed US $30. Financial numbers show that novelis is not a good choice by Hindalco at least at the price that they paid for the company. The imediate effect of the merger is that Hindalco would achieve its target of doubling its turnover to $ 20 billion three years in advance. Novelis fits well in the long term strategy of Hindalco. Novelis is not a dying company looking for a savior, Hindalco approached Novelis because they believed that Novelis can give them some business advantage.So, why is Hindalco paying US $44.93 a share for a loss-making company? In its guidance, the Novelis management has indicated a pre-tax profit of US $35 million-100 million for 2007. Going by the optimistic end of the guidance, the price Hindalco paid translates to a market capitalization/profit before tax (PBT) multiple of 36 on Noveliss 2007 forecast. That appears to be high. [Exhibit 13] Hindalco has long held an ambition to become a leading (top 10) player across its 2 key business segments, aluminium and copper. The acquisition of Novelis should achieve part of this goal by 9 propelling Hindalco to the worlds leading producer of aluminium flat rolled products. With capacity of nearly 3.0 mt of flat rolled aluminium products, Novelis takes Hindalco down the value chain to become a downstream aluminium producer, versus its current upstream focus. At a price of US $44.93/share and assuming US $2.4 bn of debt, Novelis is not coming cheaply. Based on Novelis guidance and consensus forecasts for 2007, we estimate that Hindalco is paying 11.4x EBITDA, 20.7x EBIT or 53.4x PE. At a total enterprise value of US $ 6 billion, Novelis is nearly 50% larger than Hindalcos current market capitalization. The concern is the severity of the earnings and value dilution that will result. Assuming synergies are minimal and based on Novelis guidance for 2007; we calculate that Hindalcos EPS will be diluted by 18%.

At Novelis long term annual free cash flow target of US $400m (using a real WACC of 9%), we estimate the acquisition will destroy value by INR60/share. To put it another way, we estimate Hindalco will need to improve annual free cash flow by 35% to US $540m for the acquisition to be value (NPV) neutral. Perhaps the greatest issue with the Novelis acquisition is Hindalcos balance sheet position post acquisition. Having already committed to significant expansion projects, Novelis will push Hindalcos high gearing levels even further. We calculate that Hindalcos gearing (ND/E) will reach 236%, with its Net Debt / EBITDA ratio reaching over 5.0x. In our view, an equity raising is highly possible in the short to medium term. Novelis recently reported a 3Q loss of US $102m. For the nine-months to Sep06, Novelis reported a loss of US $170m. A key factor behind the losses suffered in 2006 was price ceilings contracted to Novelis long-term can-making customers, which impacted revenues by US $350m. Novelis believes that their exposure to these types of contracts will reduce to a maximum of 10% of sales in 2007. While this is comforting, we believe Novelis remains a challenging turnaround prospect. Based on Novelis guidance for 2007 and assuming this is relevant to Hindalcos FY08 period, we calculate Hindalcos EPS will be diluted by 18%.