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Amalgamation between
TCS & CMC
A Project Report
Submitted by
Group - 2
MP14017 Anoop Srivastava
MP14021 Ayan Lahiri
MP14027 Jaikishan Indiwar
MP14050 Subhashis Ghosh
August 2016
Contents
1.
Introduction ...................................................................................................................... 3
2.
3.
4.
5.
6.
7.
8.
9.
Conclusion ....................................................................................................................... 14
Page 2
1. Introduction
In todays competitive scenario, a company cannot think of long term survival if it gets stick
on the particular operations or services. To gain competitive advantage it has to restructure its
activities as per the demand of time by using any form of corporate restructuring such as
through Mergers and Acquisitions. Mergers and acquisitions improve market efficiency by
capturing synergies between firms. The prospect of increasing profitability and market share
by acquisition or merger has continued to exercise a more immediate and seductive appeal to
organizations.
Sometimes the companies have to restructure their activities to make the organization more
balanced, profitable and also enable the company to achieve its objectives in more simplified
manner, than previously. The basic objective of restructuring is reorganizing the existing
operations keeping in view the continuance of business and improving the firms
profitability. Thus restructuring is a process by which a firm does an analysis of itself at a
point of time and alert what it owes and owns, refocuses itself to the specific tasks of
performance improvements. There are many areas of restructuring such as in the area of
finance, technology, marketing and manpower. A company can restructure itself by adopting
either expansion techniques or disinvestment techniques. Mergers and acquisitions are
involved in expansion techniques.
In this project work, we study and anlyse the amalgamation between Tata Consultancy
Services (TCS) and CMC. TCS, the $13 billion flagship software unit of the Tata Group, has
announced a merger with the listed CMC with itself as part of the groups renewed efforts to
consolidate its IT businesses under a single entity.
2. Description of Companies
Transferee Company: Tata Consultancy Services Limited (TCS) is the largest Indian
multinational information technology (IT) service and consulting company headquartered in
Mumbai. It provides a wide range of information technology-related products and services
including application development & maintenance, business process outsourcing, enterprise
software, payment processing, software management, etc across industries. TCS gets majority
of its revenue from Software development and management services (~44%) and Enterprise
Merger Acquisition and Corporate Restructuring
Page 3
% shareholding
73.90
16.54
5.09
4.47
100.0
Transferor Company: Established in 1975, CMC Limited is a part of Tata Group, where TCS
holds a 51.12% stake. The company is engaged in the design, development and
implementation of software technologies and applications, providing professional services in
India and overseas, and procurement, installation, commissioning, warranty and maintenance
of imported/indigenous computer and networking systems, and in education and training.
CMC was the first ever enterprise in India to set up a countrywide data network called INDONET
back in 1985. It derives 63% of its revenues from System integration services. It executes large
and complex turnkey projects, and has built, managed and supported its customer's IT systems
across the value chain of infrastructure, applications and business processes.
% shareholding
51.12
22.39
17.41
9.08
100.0
Page 4
CMC was a Government of India (GoI) enterprise up to October 15, 2001. Under the
disinvestment process, GoI sold 7,726,500 equity shares representing 51% of the
equity hare capital to Tata Sons Limited (the parent company of TCS) on October 16,
2001. The GoI further sold its entire remaining shares representing 26.25% of the
equity share capital, in March 2004 by an open offer to the public.
On March 29, 2004, as per specific approval granted by SEBI, Tata Sons Limited
transferred its entire shareholding in CMC to TCS. As a result, CMC has become a
subsidiary of TCS. It is intended that CMC should merge into TCS to consolidate the
information technology services business in a single entity.
On October 16, 2014, TCS announced that the Board of Directors of TCS and CMC
Limited (CMC), a subsidiary of TCS, have today approved the amalgamation of CMC
with TCS pursuant to the provisions of Sections 391 to 394 of the Companies Act,
1956. Shares of IT firm CMC fell sharply by over 16% after the announcement that
the company will be merged with Tata Consultancy Services. The stock came under
massive selling pressure in a knee-jerk reaction to the merger announcement and
overall weakness in IT stocks.
In October 2014, it announced the decision to merge CMC Ltd. with itself. The
amalgamation date is fixed at April 01, 2015 subject to standard regulatory
approvals.
On July 16, 2015, CMC Ltd has informed BSE that the Company has fixed July 28,
2015 as the Record Date for the purpose of Payment of Interim Dividend and declared
an interim dividend of Rs. 4.35 per equity share of 10 each. The Interim Dividend
will be paid to the equity shareholders of the Company on August 04, 2015.
On September 21, 2015 Tata Consultancy Services Ltd has informed BSE that the
Honble High Court of judicature at Bombay has sanctioned the Scheme of
Amalgamation between CMC Limited and Tata Consultancy Services Limited on
August 14, 2015 with respect to petition filed by TCS.
The High Court of judicature at Hyderabad for the states of Telangana and Andhra
Pradesh has also approved the scheme on July 20, 2015 with respect to petition filed
by CMC.
Page 5
TCS has fixed October 1, 2015 as the record date to determine the names of the
public shareholders of CMC, which shareholders other than TCS, who would be
entitled to receive the equity shares of TCS in lieu of equity shares held in CMC.
As per the Scheme of Amalgamation between CMC Ltd and TCS Ltd, 79 equity
shares of 1 each of TCS will be issued and allotted as fully paid up equity shares for
every 100 equity shares of 10 each held by the public shareholders of CMC, whose
names appear in the Register of Members of CMC and whose names appear as the
beneficial owners of the equity shares of CMC in the records of the depositories on
the Record Date.
Page 6
Share Capital:
As on September 30, 2014 the share capital of CMC is as follows:
Particulars
Authorized share capital
35,000,000 Equity Shares of 10 each
Total
Issued, Subscribed and paid Up Share Capital
30,300,000 Equity Shares of 10 each fully paid up
Total
Amount in
350,000,000
350,000,000
303,000,000
303,000,000
Amount in
4,200,500,000
1,050,250,000
5,250,750,000
1,958,727,979
1,958,727,979
After the amalgamation, the paid-up share capital of TCS will increase from 195.87 crore to
197.04 crore. The Scheme is subject to, court, regulatory, shareholders and other necessary
approvals. The consolidated revenue of TCS, for the quarter ended September 30, 2014, was
23,816.48 crore, with profit after tax of 5,244.28 crore based on Indian GAAP. For the
same period, the consolidated revenue of CMC was 616.68 crore with profit after tax of
76.00 crore based on Indian GAAP.
Page 7
6. Valuation Analysis
Arriving at exchange ratio of equity shares for the merger of CMC with TCS would require
determining the value of the equity shares of CMC in terms of the value of the equity shares
of TCS. These values are to be determined independently but on a relative basis, and without
considering the current transaction.
There are several commonly used and accepted methods for determining the value of the
equity shares of a company, which have been considered in this amalgamation, to the extent
relevant and applicable, including:
a) Adjusted present value (APV) Method
b) Discounted Cash Flow (DCF) Method or Variable Risk Method (VRM)
c) Capital Cash Flow (CCF) Method
Valuation of CMC
Assumptions Taken
1. Beta
Company Name
BSE_CG
BSE_FMCG
BSE_HC
BSE_IT
BSE_PSU
BSE_SENSEX
NIFTY
Average
CMC Ltd
0.3247
0.3211
0.3109
0.432
0.4001
0.4223
0.4402
0.3788
Source http://www.capitaline.com
5.50%
Page 8
Mar-15
Mar-16
Mar-17
Mar-18
Mar-19
Mar-20
Mar-21
Mar-22
1,288
1,353
1,421
1,493
1,568
1,646
1,729
1,816
Depreciation
48
58
70
84
102
122
147
177
EBITA
253
291
333
383
439
504
578
664
Revenue
Tax @ 34%
86
99
113
130
149
171
197
226
EAT
167
192
220
253
290
333
382
438
Add Depreciation
48
58
70
84
102
122
147
177
Working Capital
565
707
885
1,107
1,386
1,735
2,171
2,718
142
178
223
279
349
437
547
1,464
1,729
2,041
2,410
2,846
3,360
3,968
(1,356)
(1,616)
(1,927)
(2,297)
(2,740)
(3,268)
(3,899)
1,240
FCFE
Discount Rate
15%
Growth Rate
5%
TV
(40,943)
FCFE
NPV Equity
(1,356)
(1,616)
(1,927)
(2,297)
(2,740)
(3,268)
(44,842)
(24,614)
Inference:
As is evident from NPV calculation, the valuation is a highly negative value. This clearly
indicates that the company is not doing well in the market. Hence, it was very prudent of
CMC to let itself get amalgamated with TCS.
Page 9
Mar15
1,288
48
205
Mar-16
Mar-17
Mar-18
Mar-19
Mar-20
Mar-21
Mar-22
1,353
58
235
1,421
70
269
1,493
84
308
1,568
102
353
1,646
122
405
1,729
147
464
1,816
177
531
464
158
306
147
2,171
437
531
181
351
177
2,718
547
235
80
155
58
707
142
269
91
178
70
885
178
308
105
203
84
1,107
223
353
120
233
102
1,386
279
405
138
267
122
1,735
349
1,464
(1,393)
(1,393)
-
1,729
(1,659)
(1,659)
-
2,041
(1,976)
(1,976)
-
2,410
(2,354)
(2,354)
-
2,846
(2,805)
(2,805)
-
3,360
(3,344)
-
3,968
(3,987)
(3,344)
-
(3,987)
-
33
33
0%
100%
35
35
0%
100%
38
38
0%
100%
41
41
0%
100%
45
45
0%
100%
48
48
0%
100%
52
52
0%
100%
D/E
0.38
1.00
0.38
21.2%
5.50%
6.85%
0.00%
21.20%
0.38
1.00
0.38
1.00
0.38
1.00
0.38
1.00
0.38
1.00
0.38
1.00
21.2%
21.2%
21.2%
21.2%
21.2%
21.2%
21.20%
21.20%
21.20%
21.20%
21.20%
21.20%
Equity
Total Equity
Debt + Equity
Debt ratio
Equity ratio
205
70
135
48
565
1,240
(1,056)
30.3
30
(1,393)
21.20%
(17,838)
Total Valuation of
Equity
(17,838)
(39,157)
(32,636)
(1,659)
21.20%
(20,227
)
(1,976)
21.20%
(22,856
)
(2,354)
21.20%
(25,725
)
(2,805)
21.20%
(3,344)
21.20%
(3,987)
21.20%
(39,157)
0.00%
(28,825)
(32,130)
(35,597)
(39,157)
Inference: As is evident from NPV calculation, the valuation is a highly negative value. This
clearly indicates that the company is not doing well in the market. Hence, it was very prudent
of CMC to let itself get amalgamated with TCS.
Page 10
each period as the capital structure changes. This circumstance makes the FCF method
difficult to implement. The author presents an alternative method, the capital cash flow
(CCF) method, that is simpler to use and algebraically equivalent to the FCF method.
The difference between the FCF and CCF methods is a result of differences in calculating the
periodic cash flows and the estimate of the discount rate. The CCF method uses after-tax cash
flows that are simply the before-tax cash flows to the enterprise reduced by taxes that include
interest tax shields. The discount rate is the expected return on the enterprise assets and
depends on the riskiness of the assets. The discount rate is not dependent on the leverage used
and does not change as leverage changes. The CCF method is substantially easier to apply
than the FCF method and is thus less prone to error. The author discusses the mechanics of
valuing assets with the CCF method and illustrates the method with an example. The CCF
method is closely related to the adjusted present value method, and the author discusses the
similarities and differences between the two.
Net Sales
CAGR of Sales (g)
Avg No. of common
outstanding
Mar15
1,288
5.02%
shares
Mar16
1,353
Mar17
1,421
Mar18
1,493
Mar19
1,568
Mar20
1,646
Mar21
1,729
Mar22
1,816
32.53
33
34
35
36
36
37
38
33
33
34
35
36
36
37
33
711
711
711
6.29
33
34
35
36
36
37
38
1,025
1,063
113.00
1,987.
05
2,24,5
37
0.38
0.38
5.50%
6.85%
8.93%
Page 11
Inference: As is evident from NPV calculation, the valuation is a bare minimum positive
value. This clearly indicates that the company is not doing well in the market. Hence, it was
very prudent of CMC to let itself get amalgamated with TCS.
All the profits or income, taxes (including advance tax, tax deducted at source and MAT
Credit) or any costs, charges, expenditure accuring or arising to CMC or expenditure of
losses arising or incurred or suffered by CMC shall for all purposes be treated and deemed to
be and accure from the appointed date as the profits or income, taxes (including tax losses,
MAT Credit), costs, charges, expenditure or losses of TCS, as the case may be.
If any suit, appeal, petition, complaint, application or other legal proceedings of whatsoever
nature by or against CMC is pending on the Effective Date, the same shall not abate or be
discontinued or in any way be prejudicially affected by reason of the amalgamation of CMC
with TCS or anything contained in this Scheme, but the Proceedings may be continued,
prosecuted, defended and enforced by or against TCS as effectually and in the same manner
and to the same extent as the same would or might have been continued, prosecuted,
defended and enforced by or against CMC, in the absence of this Scheme.
Page 12
8. Post-Merger Integration
Synergy
Before Announcement
(September 14, 2015)
TCS
CMC
No. of Share
outstanding
Price/Share in
Market Cap
(in Lakhs)
After Announcement
(September 22, 2015)
TCS
CMC
Combined entity
after merger
(October 05, 2015)
17314
113
44593
6098
107706
2550.75
1987.05
2,526.35
1978.35
2713.45
441.64
2.25
1126.58
120.64
2922.55
2922.55-(120.64+1126.58)
0.079
= 1675.33
LHS=2550.75
RHS=2562.49
(LHS< RHS)
LHS=1987.05
RHS=202.437
(LHS>>RHS)
When the shareholders of A perceive no synergy in the merger, (i.e., S=0), the
maximum swap ratio that is acceptable to the shareholders of A is given by p2/p1.
As we will see shortly, if there is no synergy in the merger, then the minimum swap
ratio that is acceptable to the shareholders of B is also given by p2/p1.
Hence in a merger when there is no synergy, the only exchange ratio that will be
acceptable to the shareholders of both the companies is given by p2/p1.
Hence, deal was not preferable for CMC Shareholders. However, the shareholders were
probably convinced that merging with TCS will fetch good returns in the future.
Page 13
Date TCS
Date CMC
2,900.00
Post Merger
2,700.00
2,500.00
2,300.00
2,100.00
1,900.00
1,700.00
01-Aug-16
01-Jul-16
01-Jun-16
01-May-16
01-Apr-16
01-Mar-16
01-Feb-16
01-Jan-16
01-Dec-15
01-Nov-15
01-Oct-15
01-Sep-15
01-Aug-15
01-Jul-15
01-Jun-15
01-May-15
01-Apr-15
01-Mar-15
01-Feb-15
01-Jan-15
01-Dec-14
01-Nov-14
01-Oct-14
1,500.00
9. Conclusion
Merger and Acquisition will certainly be helpful for the restructuring of companies to bring
them in competitive front and to gain many other advantages either by expanding or
disinvesting. One technique doesn't fit in all situations. Many companies find that the best
way to get ahead is to expand ownership boundaries through mergers and acquisitions. For
others, separating the public ownership of a subsidiary or business segment offers more
advantages. At least in theory, mergers create synergies and economies of scale, expanding
operations and cutting costs. Investors can take comfort in the idea that a merger will deliver
enhanced market power. Merged companies often enjoy improved operating performance
because of redesigned management incentives. Additional capital can fund growth
organically or through acquisition. Meanwhile, investors benefit from the improved
information flow from the merged companies. M&A comes in all shapes and sizes, and
investors need to consider the complex issues involved in M&A. The most beneficial form of
equity structure involves a complete analysis of the costs and benefits associated with the
deals.
From the synergy calculations, we observe that it was disadvantageous for CMC shareholders
to make the deal. However, all the valuation procedures indicate a very low worth of CMC.
Merger Acquisition and Corporate Restructuring
Page 14
This makes the deal a shrewd choice for CMC shareholders. They had probably reasoned that
CMC can have a bright future only if it amalgamates with TCS. From TCS point of view, it
was a move to augment economies of scale.
Page 15
Appendix
The projected values of CMC are calculated through the following procedure:
1) Listing all historical data from Mar 2006 to March 2015
2) Calculating the CAGR from the above values
3) Using the CAGR value to forecast future values till March 2022
Revenue
CAGR
Mar-06
Mar-07
Mar-08
Mar-09
Mar-10
Mar-11
Mar-12
Mar-13
Mar-14
Mar-15
5%
828.79
988.91
977.19
820.45
690.01
798.08
955.34
1,123.13
1,189.79
1,288.46
15%
73.36
97.08
126.02
138.97
159.37
184.13
210.94
260.44
412.38
253.2
69.21
93.12
124.98
136.96
156.65
184.12
210.93
260.28
412.37
253.17
Depreciation
EBITA
PBDT
60.11
84.88
117.11
127.67
146.83
174.03
190.05
237.73
385.81
204.81
Depreciation
PBT
20%
9.1
8.24
7.87
9.29
9.82
10.09
20.88
22.55
26.56
48.36
CapEx
18%
277.79
249.99
332.46
417.01
476.59
629.43
736.03
874.41
1,111.80
1,239.72
Current Asset
630.08
661.96
850.03
893.16
Current Liability
342.17
322.39
355.37
328.54
NWC
287.91
339.57
494.66
564.62
25%
Page 16