A STUDY ON THE IMPORTANCE OF CORPORATE RESTRUCTURING APPROACHES (MERGER/ACQUISITION/TAKEOVER) IN A DEVELOPING COUNTRY LIKE MALAYSIA.

HOW THESE APPROACHES COULD CONTRIBUTE TOWARDS HIGH INCOME COUNTRY?

Valerie Sinti October 2013

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Introduction No one can deny the importance of change management. Most corporate bodies that endure over an extended period need to adapt to changing circumstances. During recent financial crisis, such changes were sudden and completely unexpected. Even when changes are ongoing many organizations frequently fail to recognise them and to make the necessary changes in good time. It is these failures that lead for the need of corporate restructuring. During such downturn state in Europe, Mideast and the other regions, multitudes of businesses like real estate and finance sectors has become victim of major economic fall. As such, it is imperative for survival to Divide and Rule 1 through corporate restructure. Otherwise it will be too late to mend if the situation got worst. Depending on the activities of the business, there can be different ways of corporate restructuring such as merger/acquisition/joint venture, internal restructuring (e.g. downsizing), business expansion (e.g. hiring new workforce), relocation (e.g. shifting the major business activity from Dubai to Abu Dhabi where real estate financing is still prosperous), outsourcing (e.g. leasing a unit of business to contractors or subcontractors to operate), off shoring/delocalization, bankruptcy/closure, and so on. Companies use mergers, acquisitions and takeover2 to increase their profits. Strategic mergers and acquisitions (M&A) can help a company become more

To gain and maintain power by breaking up larger concentrations of power into chunks that individually has less power than the one implementing the strategy. 2 Merger: The combining of two or more companies, generally by offering the stockholders of one company securities in the acquiring company in exchange for the surrender of their stock. Acquisition: A corporate action in which a company buys most, if not all, of the target company's ownership stakes in order to assume control of the target firm. Acquisitions are often made as part of a company's growth strategy whereby it is more beneficial to take over an existing firm's operations and niche compared to expanding on its own. Takeover: A corporate action where an acquiring company makes a bid for an acquiree. If the target company is publicly traded, the acquiring company will make an offer for the outstanding shares.

competitive in its field and improve its bottom line; while takeover is a way to get rid of underperforming or non-core business divisions that can drag down profits. While mergers, acquisitions and takeover can be great moves for companies, they can be even better for the enterprising investor willing to do a little research. Companies are notorious for failing at M&A especially the mergers where two extremely large companies join forces. Add to that the fact that the M&A field are heavily dominated by arbitrage funds and other big players, and you may wonder how any small investor can make a profit. In fact, M&As can provide good opportunities for investors, it's just a matter of knowing how to find them.

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Overview of the Malaysia Economy At the outbreak of the Asian

financial crisis in mid-1997, the Malaysian economy had been registering high growth for a decade of 8.5% p.a. There was over full employment, with the unemployment rate at 2.6% (versus 8.8% in 1986) and with continued upward pressure on wage rates (and this in spite of the huge pool of foreign labour). The economy was overinvested with a massive over-supply in properties3 and even in infrastructure facilities and this had exposed the economy to the risk of a boom-bust cycle. The inflation rate was around 2.5% p.a. (and under 4% for the ten year period). The external current account deficit had been persistently high throughout the nineties (above 6% of nominal GNP with a high of 10% in 1995). The service sector was over-regulated and over-protected causing its GDP share to be still below 45%.

According to the 1998 Bank Negara Annual Report the average occupancy rate in the Klang Valley in the office space market continued to decline to around 79% at end-1998 from 95% at end-1997and that in retail centres fell to 65.7% from 90.5%. The situation will deteriorate further given the new supply coming into the market and weak demand. More telling rentals have fallen at least by 50% from their recent peaks.

The economy was then in deep recession with rising unemployment and a deterioration in government finances into negative territory. But inflation had peaked (though still in single digit) and was moderating. And there was a rapid build-up in external current account surplus. The interest rate was high but falling (with the 3 month inter-bank rate declining to 9.5%) The RM was weak trading between 4.00 and 4.20 against the USD but the stock market composite index had slipped below 300. There was a banking crisis with mounting non-performing loans (NPLs) with the optimists projecting it at 15% and the pessimists at 30% by end 1999. There was also a corporate crisis with many businessmen (and in particular several prominent bumiputra businessmen) driven into bankruptcy. But more controlling shareholders were broke than companies. The economy was still facing a liquidity crisis and was getting into the grip of a credit crunch. The Malaysian economy grew by 5.1 percent in 2011, driven by robust domestic demand. Public consumption picked up more than expected toward the end of the year, and contributed 2.2 percentage points to the yearly growth figure due to bonus payments to civil servants. Investment also expanded robustly. Private investment grew by 14.1 percent, the fastest rate since 2002. Public investments contracted due to lower capital expenditures from the general government, whereas non-financial public enterprises expanded investments substantially (national oil company PETRONAS alone accounted for over one-quarter of the growth in total gross fixed capital formation)4. The Malaysian economy is expected to post steady, though slower, growth in 2012. Investment is likely to expand further on increased investment in oil and gas and the implementation of entry-point projects under the governments transformation plans, such as mass rapid transit (MRT). Private consumption is projected to remain resilient overall, although flat or lower commodity prices and prudential measures to reduce credit growth are likely to keep growth at similar levels from 2011. Government consumption is expected to moderate, while inventories will be a drag. Net exports will subtract from growth as strong domestic demand, combined with moderate export growth, will lead to faster growth in imports, especially of capital and consumer goods. Overall, GDP growth is expected to come in at 4.6 percent in 2012 and, assuming a continuation of the global recovery, 5.1 percent in 2013.

Source: World Bank East Asia And Pacific Economic Update 2012, Volume 1.

There is momentum to the governments reform agenda, but implementat ion could be accelerated. The governments transformation programs registered notable progress, but the challenge now is to go beyond quick wins and accelerate the implementation of more difficult but critical structural reforms that lie at the core of boosting the economy into high-income levels. Implementation can be assisted by increasing the coordination of related reform efforts (such as safety nets and education), building capacity within the civil service to lead reforms, and working towards consensus in key areas such as educational reform, subsidy rationalization, and broadening the tax base.

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Corporate Restructuring in Malaysia Corporate restructurings do not necessarily take on a certain form or shape. Each case is unique. However, most corporate restructurings do have the following common characteristics. The first is that a restructuring should result in change. For example, a change of share capital or capital structure, change of shareholders, change of control, removal of a minority, change of business, change of the operating entities, just to name a few. The second is that upon completion of a restructuring, it is usually intended that business is continued although there are cases where the company may decide to sell its entire business undertaking and distribute the sale proceeds to its shareholders. The continuation of business need not be a continuation of business in the entity which the business had originated from, but may be in a different entity. Third, a restructuring suggests a consensual process and not a bid by a hostile party. This is because there are likely to be many steps that require the cooperation of a target company without which it would be almost impossible to implement. The consensual nature of restructuring does not necessarily mean that restructuring is procured purely by agreement between an existing controlling party and the acquiring party alone, but may involve some element of compulsion on minority shareholders, especially where court processes are resorted to, which may involve calling of meetings, where a decision of a specified majority may bind the minority. Most of the restructurings that are undertaken in Malaysia can be attributed to the following circumstances: insolvency or impending insolvency, change in control and/or intended increases in efficiency. 4

A company is said to be insolvent when it is unable to pay its debts as and when they fall due. If a company does not address this situation, liquidation would most likely ensue. More often than not, the directors of a company would be aware of the companys impending insolvency5. Accordingly, it is usually possible for the company to be proactive in devising various strategies to address an impending insolvency, before it is too late. Value is more likely to be preserved if remedial steps are taken early to address a deteriorating financial condition. An already insolvent company may be difficult to rescue especially where it barely has resources to upkeep its fixed assets and where it may also face serious confidence issues. Regularisation of the financial condition of a listed issuer usually entails a combination of taking steps to remove its accumulated losses by way of a capital reduction followed by an injection of assets, usually through a rights issue and/or by a white knight. Where these steps alone are insufficient to regularise a listed issuers financial condition, a compromise and rearrangement of rights of creditors through a scheme of arrangement may be necessary to ensure that a solvent company would emerge from the restructuring. In a capitalist world, the control of valuable economic resources can be transferred. Changes in control can be achieved in a number of ways. A buyout of shares is probably the most common. Sometimes, only the business of a target is acquired. Exercises designed to pool and transfer similar assets across different entities into one entity are not uncommon also. A new shareholder may buy out an existing controlling shareholder and hence be in a position to dominate the board of the target company. However, in cases involving large public listed companies, the transaction is rarely this simple as it would likely be difficult in most cases to pay cash for a controlling stake. There are also takeover laws to contend with, which may compel the new majority to make a mandatory general offer for the remaining shares at a high price. Instead, it is usual for an acquirer to issue shares as the consideration for a controlling block of shares. In such situations, mechanisms to be employed may include capital reductions and/or schemes of arrangement, which has an element of compulsion in it with respect to dissenting minorities.

Insolvency: It is a common reason for restructuring in respect of public listed companies. The Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Securities) prescribe certain criteria in relation to the financial condition and level of operations of a listed company. Under Practice Note 17 of the Listing Requirements of Bursa Securities, a listed company should prepare and put forward a restructuring proposal when, for example, a listed issuers shareholders equity on a consolidated basis is less than 25% of its issued and paid up capital and such shareholders equity is less than RM40m. A regularisation plan which would result in a significant change in business direction would have to be submitted to the Securities Commission of Malaysia.

Creating value for shareholders is a reason often used to initiate corporate restructuring. For companies with a mature business where there is excess cash and a stable net cash inflow, a reduction of share capital to trim the equity base of a company would allow an increase in the rate of return to shareholders to occur. In other cases, similar businesses conducted by different entities within the group may be transferred to a single entity, encouraging the ability to capitalise on synergies resulting from the combination. A scheme of arrangement coupled with a vesting order may be necessary in such cases. There are situations where a controlling majority is of the view that the company is worth more in private hands than it would be if it were to continue as a public listed company. Once a company becomes 100% owned by the majority, the majority can break up the company and sell off individual business divisions, which it may have a ready buyer for. It may also be possible for the controlling majority to be in possession of information or have plans for expansion which are likely to increase the value of the company, the value of which is not sought to be shared with the existing minority.

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A Case Study of the Local Bank Merger: CIMB and SBB

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The case study involves the merger between CIMB (previously known as

Bumiputera Bank Berhad) and Southern Bank Berhad (SBB). CIMB Group and Southern Bank, being the target bank is the nations second-smallest lender, taken over by CIMB 15 March 2006. The objective of the study is to investigate whether there is any significant difference in the performance of the acquiring company (CIMB) between pre-merger and post-merger periods. The findings conclude that there are no significant differences between the pre-merger and post-merger periods and hence, on average total share holder value is not really affected by the announcement of the M&A. However, the results reveal that acquiring firms are bound to experience positive returns in the long run not in the short run. Most of the banks mergers and acquisitions activities have focused on marketdriven mergers in developed countries and become an important issue in the global business. After the Asian financial crisis 1997, merger and acquisition activities significantly affected the Malaysian banking industries and other manufacturing
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Accounting and Finance Research: A Case Study of the Local Bank Merger: Is the Acquiring Entity Better Off? By Maran Marimuthu & Haslindar Ibrahim. Faculty of Accountancy and Management, Universiti Tunku Abdul Rahman (UTAR) & School of Management, Universiti Sains Malaysia.

operations such as construction and plantation industries. Globalization and liberalization indeed increase the capacity and efficiency level of the countrys financial system. Meanwhile, the development of information technology is expected to contribute to the need for a more competitive, resilient and robust financial systems in Malaysia. Therefore, Bank Negara Malaysia (Central Bank of Malaysia) proposed a major restructuring plan for its 54 domestic financial institutions to be consolidated into just six anchor institutions on 29 July 1999 (first round of bank merger). Then, it was decided that the number of anchor to be increased from six to ten in Feb 2000. However, it was later reduced to nine when Bumiputra Commerce Bank acquired Southern Bank Berhad in May 2006 and became CIMB. The other eight anchor banks are Affin Bank, Alliance Bank, AmBank, Eon Bank, Hong Leong Bank, Maybank, Public Bank and RHB Bank. Generally, Malaysia indeed experienced a robust merger and acquisition market as the total value of M&A activities slightly increased from USD$9.1 billion (1st half of 2006) to USD$17.5 billion (2nd half of 2006) as reported in 2007. The USD$17.5 billion worth deal was largely dominated by plantation industry and CIMB takeover the Southern Bank Berhad. When merger and acquisition activities carried out, some banks were doubtful whether the merging scheme would subsequently lead to greater efficiency and profitability. The Merger activity indeed strengthened their market position and capital as well, such as the merger was designed to strengthen CIMBs consumer banking capabilities. Before the merger, Southern Bank Bhd (SBB) was said to be the best credit card retailer in Malaysia and this would add more value to CIMBs share. SBB shareholder gained more benefits, it was also said to be the sexiest deal as it was offered RM4.30 a share price plus 5% dividend payment besides enjoying the redeemable convertible unsecured loans stocks (RCULS) at RM1.08 each in December 2006. In short, it was a win-win situation; the target firm received a very good compensation and value enhancement was seen in the acquiring company especially through the banking products (consumer loans, credit card, unit trusts, etc). Undoubtedly, the merger activity between the two banks seems to be fruitful only in the long run. Probably, there is some synergetic effect but however, it is important to have this synergetic effect reflected in the share price of CIMB as this plays a significant role on share holder wealth maximization. This study also argues that the effectiveness of an M&A activity is not clear though some positive outcome can be traced. In fact, ambiguity in the results obtained is always there in verifying 7

and concluding the effectiveness of the merger activities. CIMB shows some improvement in its stock returns during the post-merger period but the evidence is inconclusive. Regardless of whatever it is, the acquiring firm should continuously enhance their commitment on customer satisfaction and reputation. It is advisable for the company to be clear of the benefits that result from a merger.

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The Benefits and Impact of Corporate Restructure on Businesses Conducting merger and acquisition through re-organisation of other

businesses is a profitable opportunity for the company. Shortly after the transaction is completed the properly restructured company begins to rise significantly in value, as a rule of Survival of the Fittest. Restructure reduces the financing risk by diversifying the income streams and conceiving innovative finance solutions to re-ignite interest in unit sales. A company that has been restructured effectively will be more efficient, better organized, and better focused on its core business with a revised strategic and financial plan. Corporate restructuring reduces financial losses and tensions between debt and equity holders to facilitate a prompt resolution of a critical situation. Corporate restructuring is nearly always a costly financial process as it results in a reduction in the recorded value of assets. Corporate restructuring often involves large compensation payments for forced employee dismissals. Corporate restructuring is usually a painful and difficult task for the most accomplished management team who has strived hard to make its place. Most corporate restructuring fails either because the measures taken are inadequate or because the timing is wrong (too late). Make a proper business plan and detailed considerations of profits and losses. Figure out whether the company has enough liquidity to operate during the process of corporate restructure. A key part of getting successful corporate restructuring is gaining an accurate understanding of the business dynamics and market trends. It generally involves financing debt, selling portions of the company to investors, and reorganizing or reducing operations. Salaries are the largest part of any organizations fixed costs, which all companies are still taking great pains to control. As such, nows the time to get detailed about mapping out personnel expenses month by month, using measures like revenue per employee, and benefit costs per employee. Then,

benchmark those measures against competitors in Banking and Finance sector to see the comparison.

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Corporate Restructuring Approaches towards High-Income Country A substantial portion of foreign direct investment (FDI) takes place in the form of cross-border M&A as opposed to green-field investments. Moreover, M&A and FDI flows exhibit a close relationship despite the fact that increases in M&A activities may not necessarily be reflected as increases in FDI flows due to differences in aggregation components. Nonetheless, M&As share the primary virtues of FDI from the point of view of both host and home (source) countries, such as being an important means of transferring capital, improving technology and efficiency, and stimulating growth7. Most of the M&A increases in developing countries over the past decades were from developing Asia, and many of these M&As were intraregional. For example, about two thirds of the cross-border M&A purchases by Singaporean companies in 19952008 were within Asia. M&A contribution to outward FDI tends to be higher in middle-income countries, e.g., the PRC, India, and Southeast Asian countries, than high-income countries. In high-income Asian countries, green-field investment tends to dominate the movements of outward FDI flows, especially in Taipei, China where the share of M&A in total outward FDI was less than 15% in 20002008, compared to more than 50% for middle-income countries. It is important to note that while equity and bond markets are more advanced in the newly industrialized economies (NIEs) than in middle-income countries, the binary dummy variables are introduced to separate middle-income emerging Asian economies from NIEs. This would be in contrast to middle-income emerging Asian economies where the banking sector plays a more pivotal role. In addition, the destination of M&A investment may be crucial for the role of financial development in the home economy. In particular, development in stock and bond markets may become more important for a firm to invest in cross-border M&A in high-income economies, where these two markets are developed, than in middle- and low-income economies.

Brooks and Juthathip Jongwanich, February 2011. DB Economics Working Paper Series No. 249.

Cross-Border Mergers and Acquisitions and Financial Development: Evidence from Emerging Asia by Douglas H.

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Conclusion Corporate restructuring is the process of redesigning one or more aspects of a company. The process of reorganizing a company may be implemented due to a number of different factors, such as positioning the company to be more competitive, survive a currently adverse economic climate, or poise the corporation to move in an entirely new direction. Here are some examples of why corporate restructuring may take place and what it can mean for the company. Restructuring a corporate entity is often a necessity when the company has grown to the point that the original structure can no longer efficiently manage the output and general interests of the company. For example, a corporate restructuring may call for spinning off some departments into subsidiaries as a means of creating a more effective management model as well as taking advantage of tax breaks that would allow the corporation to divert more revenue to the production process. In this scenario, the restructuring is seen as a positive sign of growth of the company and is often welcome by those who wish to see the corporation gain a larger market share. However, financial restructuring may take place in response to a drop in sales, due to a sluggish economy or temporary concerns about the economy in general. When this happens, the corporation may need to reorder finances as a means of keeping the company operational through this rough time. Costs may be cut by combining divisions or departments, reassigning responsibilities and eliminating personnel, or scaling back production at various facilities owned by the company. With this type of corporate restructuring, the focus is on survival in a difficult market rather than on expanding the company to meet growing consumer demand. Corporate restructuring may take place as a result of the acquisition of the company by new owners. The acquisition may be in the form of a leveraged buyout, a hostile takeover, or a merger of some type that keeps the company intact as a subsidiary of the controlling corporation. When the restructuring is due to a hostile takeover, corporate raiders often implement a dismantling of the company, selling off properties and other assets in order to make a profit from the buyout. What remains after this restructuring may be a smaller entity that can continue to function, albeit not at the level possible before the takeover took place. In general, the idea of corporate restructuring is to allow the company to continue functioning in some manner. Even when corporate raiders break up the company and leave behind a shell of the original structure, there is still usually the 10

hope that what remains can function well enough for a new buyer to purchase the diminished corporation and return it to profitability. For every major sector like Banking, Finance, Legal or Real estate, it is imperative to hire financial and legal advisors to assist in the transaction details and negotiation. It is also important to calculate the risk of corporate restructure and make exact forecasting of working capital. For instance, in a Banking sector, the best way is to rebuild the financial company around currently profitable and cash positive business units (like credit cards and short term personal loans), while cutting all the unprofitable units (like Auto finance or long term business loans). Understanding the market and technical dynamics of finance institutions is critical to the success of corporate restructure as what steps are required to be made to the business and how those steps are to be implemented. Revenue-producing areas should be invested first, like sales and marketing, or the areas that best match up with strategy. The best way to avoid current market down cycle is careful assessment, planning and strategizing; plus some optimism, so the company wont be caught bare-footed versus competitors when the pace of economic growth improves.

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