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Financial Analysis of Amalgamation Between TCS CMC A Project Report PDF

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Financial Analysis of

Amalgamation between
TCS & CMC
A Project Report

Submitted by

Group - 2
MP14017 Anoop Srivastava
MP14021 Ayan Lahiri
MP14027 Jaikishan Indiwar
MP14050 Subhashis Ghosh

Merger Acquisition and Corporate Restructuring


PGDM-PT: 2014-17

August 2016
Group – 2: MP14017- Anoop Srivastava, MP14021-Ayan Lahiri, MP14027-Jaikishan Indiwar,
MP14050- Subhashis Ghosh

Contents
1. Introduction ...................................................................................................................... 3

2. Description of Companies ................................................................................................ 3

3. Deal Description & Background ..................................................................................... 5

4. Motivation for the deal ..................................................................................................... 6

5. Deal Structure and Analysis ............................................................................................ 7

6. Valuation Analysis ............................................................................................................ 8

7. Legal & Tax Issues ......................................................................................................... 12

8. Post-Merger Integration ................................................................................................ 13

9. Conclusion ....................................................................................................................... 14

References & Bibliography ................................................................................................... 15

Appendix ................................................................................................................................. 16

Merger Acquisition and Corporate Restructuring Page 2


Group – 2: MP14017- Anoop Srivastava, MP14021-Ayan Lahiri, MP14027-Jaikishan Indiwar,
MP14050- Subhashis Ghosh

Financial Analysis of Amalgamation between TCS & CMC


A Project Report

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

Merger Acquisition and Corporate Restructuring Page 3


Group – 2: MP14017- Anoop Srivastava, MP14021-Ayan Lahiri, MP14027-Jaikishan Indiwar,
MP14050- Subhashis Ghosh

Solutions (~15%). It is 10th largest IT Company in world, measured by revenues. TCS is a


business solutions organization that delivers real results to global business, ensuring a level of
certainty no other firm can match. This is delivered through its unique Global Network
Delivery Model™, recognized as the benchmark of excellence in software development. A
part of the Tata group, India’s largest industrial conglomerate, TCS has over 310,000 of the
world’s best-trained consultants in 46 countries. The company generated consolidated
revenues of US $13.4 billion for year ended March 31, 2014 and is listed on the National
Stock Exchange and Bombay Stock Exchange in India.
The shareholding pattern of TCS as at June 30, 2014 was as follows:
Category % shareholding
Promoters and Promoters Group 73.90
Institutions – FII 16.54
Institutions – DII 5.09
Non Institutions 4.47
Total 100.0
Source: Bombay Stock Exchange

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

Merger Acquisition and Corporate Restructuring Page 4


Group – 2: MP14017- Anoop Srivastava, MP14021-Ayan Lahiri, MP14027-Jaikishan Indiwar,
MP14050- Subhashis Ghosh

3. Deal Description & Background


 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
Hon’ble 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.

Merger Acquisition and Corporate Restructuring Page 5


Group – 2: MP14017- Anoop Srivastava, MP14021-Ayan Lahiri, MP14027-Jaikishan Indiwar,
MP14050- Subhashis Ghosh

 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.

4. Motivation for the deal


The rationale for the amalgamation of CMC with TCS is inter alia as follows:
a) Rationalization: The amalgamation shall enable TCS to consolidate CMC’s
operations in a single company with rationalized structure, enhanced reach, greater
financial strength and flexibility aiding in achieving economies of scale, more focused
operational efforts, standardization and simplification of business processes and
productivity improvements.
b) Enhanced Reach: Creation of a single ―go-to-market‖ strategy, benefit of scale,
enhanced depth and breadth of capabilities to result in increased business
opportunities and reduced expenses.
c) Better Positioning: Combined Company shall be better positioned to serve the
domestic market.
d) The amalgamation of CMC with TCS will not adversely affect the rights and interests
of the shareholders of TCS and CMC.
e) The creditors of TCS will also not be affected by the amalgamation as assets of CMC
are greater than liabilities of CMC and post-consolidation, the asset of TCS will also
be much greater than its liabilities.
f) The creditors of CMC will also not be affected by the amalgamation as the asset of
TCS will also be much greater than its liabilities after the consolidation.
g) This amalgamation will also provide for various other matters consequential to or
otherwise integrally connected with the amalgamation of CMC with TCS.

Merger Acquisition and Corporate Restructuring Page 6


Group – 2: MP14017- Anoop Srivastava, MP14021-Ayan Lahiri, MP14027-Jaikishan Indiwar,
MP14050- Subhashis Ghosh

5. Deal Structure and Analysis


As per the terms of the Scheme of Amalgamation (Scheme), shareholders of CMC will
receive 79 equity share of ₹ 1 each of TCS for 100 equity shares of ₹ 10 each of CMC.
The swap ratio has been arrived at based on the valuation report prepared by B.S.R. &
Associates LLP.
TCS had appointed DSP Merill Lynch Limited (DSPML) to provide fairness opinion on the
recommended swap ratio for the purpose of the aforesaid merger. Similarly, CMC had
appointed JP Morgan India Private Limited (JPM) to provide fairness opinion on the
recommended swap ratio for the purpose of the aforesaid merger.

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

As on September 30, 2014 the share capital of TCS is as follows:


Particulars Amount in ₹
Authorized share capital
4,200,500,000 Equity Shares of ₹ 1 each 4,200,500,000
1,050,250,000 Equity Shares of ₹ 1 each 1,050,250,000
Total 5,250,750,000
Issued, Subscribed and paid Up Share Capital
1,958,727,979 Equity Shares of ₹ 1 each fully paid up 1,958,727,979
Total 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.

Merger Acquisition and Corporate Restructuring Page 7


Group – 2: MP14017- Anoop Srivastava, MP14021-Ayan Lahiri, MP14027-Jaikishan Indiwar,
MP14050- Subhashis Ghosh

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

Adjusted present value (APV) Method


The method is to calculate the NPV of the project as if it is all-equity financed (so called base
case). Then the base-case NPV is adjusted for the benefits of financing. Usually, the main
benefit is a tax shield resulted from tax deductibility of interest payments. Another benefit
can be a subsidized borrowing at sub-market rates. The APV method is especially effective
when a leveraged buyout case is considered since the company is loaded with an extreme
amount of debt, so the tax shield is substantial.
Technically, an APV valuation model looks similar to a standard DCF model. However,
instead of WACC, cash flows would be discounted at the unlevered cost of equity, and tax
shields at either the cost of debt (Myers) or following later academics also with the unlevered
cost of equity. APV and the standard DCF approaches should give the identical result if the
capital structure remains stable.

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)

Merger Acquisition and Corporate Restructuring Page 8


Group – 2: MP14017- Anoop Srivastava, MP14021-Ayan Lahiri, MP14027-Jaikishan Indiwar,
MP14050- Subhashis Ghosh

Valuation of CMC through Adjusted present value (APV) Method

Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Mar-22


Revenue 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
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
Less Change in NWC 142 178 223 279 349 437 547
CapEx 1,240 1,464 1,729 2,041 2,410 2,846 3,360 3,968
FCFE (1,356) (1,616) (1,927) (2,297) (2,740) (3,268) (3,899)
Discount Rate 15%
Growth Rate 5%
TV (40,943)
FCFE (1,356) (1,616) (1,927) (2,297) (2,740) (3,268) (44,842)
NPV Equity (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.

Discounted Cash Flow (DCF) Method

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.

Merger Acquisition and Corporate Restructuring Page 9


Group – 2: MP14017- Anoop Srivastava, MP14021-Ayan Lahiri, MP14027-Jaikishan Indiwar,
MP14050- Subhashis Ghosh

Valuation of CMC through DCF


Mar-
Mar-16 Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Mar-22
15
Revenue 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
EBT 205 235 269 308 353 405 464 531
Less Loss Carry
- - - - -
Forward
Adjusted EBT 205 235 269 308 353 405 464 531
Tax @ 34% 70 80 91 105 120 138 158 181
PAT 135 155 178 203 233 267 306 351
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
Less Change in NWC 142 178 223 279 349 437 547
Less Principle
- - - - -
Repayment
CapEx 1,240 1,464 1,729 2,041 2,410 2,846 3,360 3,968
FCFE (1,056) (1,393) (1,659) (1,976) (2,354) (2,805) (3,344) (3,987)
Interest * (1-T) - - - - - -
Principal Repaid - - - - -
FCFF (1,393) (1,659) (1,976) (2,354) (2,805) (3,344) (3,987) (39,157)
Actual Debt - - - - - - - -
Outstanding Debt - - - - - -
Equity 30.3
Total Equity 30 33 35 38 41 45 48 52
Debt + Equity 33 35 38 41 45 48 52
Debt ratio 0% 0% 0% 0% 0% 0% 0%
Equity ratio 100% 100% 100% 100% 100% 100% 100%
D/E - - - - - -
Beta - levered (BL) 0.38 0.38 0.38 0.38 0.38 0.38 0.38
(1+(1-t)*D/E) 1.00 1.00 1.00 1.00 1.00 1.00 1.00
Beta - unlevered (BU) 0.38
COE (Cost of Equity) 21.2% 21.2% 21.2% 21.2% 21.2% 21.2% 21.2%
MRP (Rm-Rf) 5.50%
Rf 6.85%
i*(1-t) 0.00%
WACC 21.20% 21.20% 21.20% 21.20% 21.20% 21.20% 21.20%
Terminal Value (FCFF
(32,636)
- Year 9)
FCFF for Valuation (1,393) (1,659) (1,976) (2,354) (2,805) (3,344) (3,987) (39,157)
Discount Rate 21.20% 21.20% 21.20% 21.20% 21.20% 21.20% 21.20% 0.00%
(20,227 (22,856 (25,725
Present Value (PV) (17,838) (28,825) (32,130) (35,597) (39,157)
) ) )
Total Valuation of
(17,838)
Equity

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.

Capital Cash Flow (CCF) Method


The typical method for valuing cash flows when the objective is to estimate total enterprise
value is the free cash flow (FCF) method. In the FCF method, the after-tax cash flows
exclude interest expense and the discount rate is the weighted average cost of capital
(WACC). The WACC is a function of the capital structure and in highly leveraged situations
in which the capital structure can change dramatically, the WACC has to be computed for

Merger Acquisition and Corporate Restructuring Page 10


Group – 2: MP14017- Anoop Srivastava, MP14021-Ayan Lahiri, MP14027-Jaikishan Indiwar,
MP14050- Subhashis Ghosh

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.

Valuation of CMC through CCF


Mar- Mar- Mar- Mar- Mar- Mar- Mar- Mar-
15 16 17 18 19 20 21 22
Net Sales 1,288 1,353 1,421 1,493 1,568 1,646 1,729 1,816
CAGR of Sales (g) 5.02%
Avg No. of common shares
113.00
outstanding
1,987.
Avg Share Price
05
2,24,5
Equity (INR)
37
Total Debt (INR) -
Beta equity 0.38
Beta Debt -
Beta asset 0.38
MRP (Rm-Rf) 5.50%
Rf 6.85%
COA 8.93%
Cash available to service principal
32.53 33 34 35 36 36 37 38
repayments
Interest Expenses, net - - - - -
Junior Debenture Interest Expenses - - - - -
Capital Cash Flow (CCF) 33 33 34 35 36 36 37 38
Terminal value 1,025
Final CCF 33 33 34 35 36 36 37 1,063
NPV 711
Enterprise Value 711
Debt Value -
Equity Value 711
Value per share 6.29

Merger Acquisition and Corporate Restructuring Page 11


Group – 2: MP14017- Anoop Srivastava, MP14021-Ayan Lahiri, MP14027-Jaikishan Indiwar,
MP14050- Subhashis Ghosh

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.

7. Legal & Tax Issues


As per the scheme of amalgamation, all taxes (including but not limited to income tax, sales
tax, excise duty, service tax, VAT, etc.) paid or payable by CMC in respect of the operations
and /or the profits of the business before the appointed date, on account of CMC and, in so far
as it relates to tax payment whether by way of deduction at source, advance tax or otherwise
however, by CMC in respect of the operation and /or the profits of the business after the
appointed date shall be deemed to be the corresponding item paid by TCS and shall, in all
proceedings, be dealt with accordingly.

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.

Merger Acquisition and Corporate Restructuring Page 12


Group – 2: MP14017- Anoop Srivastava, MP14021-Ayan Lahiri, MP14027-Jaikishan Indiwar,
MP14050- Subhashis Ghosh

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)

Synergy Created (in ₹ Lakhs): 2922.55-(120.64+1126.58) = 1675.33


Ratio of TCS Shares to CMC : 0.079
a) Analysis from the point of the shareholders of TCS

LHS=2550.75 RHS=2562.49 (LHS< RHS)


Hence, deal was preferable for TCS Shareholders.

b) Analysis from the point of the shareholders of CMC

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.

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Group – 2: MP14017- Anoop Srivastava, MP14021-Ayan Lahiri, MP14027-Jaikishan Indiwar,
MP14050- Subhashis Ghosh

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

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.

Merger Acquisition and Corporate Restructuring Page 14


Group – 2: MP14017- Anoop Srivastava, MP14021-Ayan Lahiri, MP14027-Jaikishan Indiwar,
MP14050- Subhashis Ghosh

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.

Hence the merger is a fruitful one in which both parties benefit.

References & Bibliography


1) http://www.capitaline.com
2) http://www.tcs.com
3) http://www.cmcltd.com
4) http:// icicidirect.com
****************************************

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Group – 2: MP14017- Anoop Srivastava, MP14021-Ayan Lahiri, MP14027-Jaikishan Indiwar,
MP14050- Subhashis Ghosh

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

Merger Acquisition and Corporate Restructuring Page 16

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