Financial Analysis of Amalgamation Between TCS CMC A Project Report PDF
Financial Analysis of Amalgamation Between TCS CMC A Project Report PDF
Financial Analysis of Amalgamation Between TCS CMC A Project Report PDF
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
Group – 2: MP14017- Anoop Srivastava, MP14021-Ayan Lahiri, MP14027-Jaikishan Indiwar,
MP14050- Subhashis Ghosh
Contents
1. Introduction ...................................................................................................................... 3
9. Conclusion ....................................................................................................................... 14
Appendix ................................................................................................................................. 16
1. Introduction
In today’s 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 firm’s
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 group’s 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
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 it’s customer's IT systems
across the value chain of infrastructure, applications and business processes.
The shareholding pattern of CMC as at June 30, 2014 was as follows:
Category % shareholding
Promoters and Promoters Group 51.12
Institutions – FII 22.39
Institutions – DII 17.41
Non Institutions 9.08
Total 100.0
Source: Bombay Stock Exchange
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.
Share Capital:
As on September 30, 2014 the share capital of CMC is as follows:
Particulars Amount in ₹
Authorized share capital
35,000,000 Equity Shares of ₹ 10 each 350,000,000
Total 350,000,000
Issued, Subscribed and paid Up Share Capital
30,300,000 Equity Shares of ₹ 10 each fully paid up 303,000,000
Total 303,000,000
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.
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
2. Market Risk Premium 5.50%
3. Risk Free Factor 6.85% (http://www.tradingeconomics.com/india/government-bond-yield)
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.
Discounted cash flow (DCF) analysis is a method of valuing a project, company, or asset
using the concepts of the time value of money. All future cash flows are estimated and
discounted by using cost of capital to give their present values (PVs). The sum of all future
cash flows, both incoming and outgoing, is the net present value (NPV), which is taken as the
value or price of the cash flows in question.
Using DCF analysis to compute the NPV takes as input cash flows and a discount rate and
gives as output a present value; the opposite process—takes cash flows and a price (present
value) as inputs, and provides as output the discount rate—this is used in bond markets to
obtain the yield.
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.
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.
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.
8. Post-Merger Integration
Synergy
Before Announcement After Announcement Combined entity
(September 14, 2015) (September 22, 2015) after merger
TCS CMC TCS CMC (October 05, 2015)
No. of Share
17314 113 44593 6098 107706
outstanding
Price/Share in ₹ 2550.75 1987.05 2,526.35 1978.35 2713.45
Market Cap
441.64 2.25 1126.58 120.64 2922.55
(in ₹ Lakhs)
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.
2,900.00
Post Merger
2,700.00
2,500.00
2,300.00
2,100.00
1,900.00
1,700.00
1,500.00
01-Apr-15
01-Apr-16
01-May-16
01-Aug-16
01-Dec-14
01-Dec-15
01-May-15
01-Nov-15
01-Oct-14
01-Mar-15
01-Aug-15
01-Mar-16
01-Jun-15
01-Oct-15
01-Nov-14
01-Jan-15
01-Jan-16
01-Feb-16
01-Jun-16
01-Feb-15
01-Jul-15
01-Sep-15
01-Jul-16
Figure 1: Share Price of TCS and CMC
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.
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.
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
CAGR Mar-06 Mar-07 Mar-08 Mar-09 Mar-10 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15
Revenue 5% 828.79 988.91 977.19 820.45 690.01 798.08 955.34 1,123.13 1,189.79 1,288.46
Depreciation
EBITA 15% 73.36 97.08 126.02 138.97 159.37 184.13 210.94 260.44 412.38 253.2
PBDT 69.21 93.12 124.98 136.96 156.65 184.12 210.93 260.28 412.37 253.17
PBT 60.11 84.88 117.11 127.67 146.83 174.03 190.05 237.73 385.81 204.81
Depreciation 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 25% 287.91 339.57 494.66 564.62