Documente Academic
Documente Profesional
Documente Cultură
Sanjay Pamnani, Heidi Pellerano, Dhanusha Sivajee and Vidhi Tambiah, MBAs 2004, prepared this case for class discussion
rather than to illustrate effective or ineffective handling of an administrative situation.
Copyright 2004 by Duke University, The Fuqua School of Business.
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forced the government to take over the management of the company under emergency
regulations. In 1990, Pepsi terminated the franchise agreement. At this time, Les Ham, President
of PepsiCo Asia, realized he needed to find a new franchise partner, otherwise, he would be left
with no other option but to pull out of the Sri Lankan market completely.
Ham turned to The Maharaja Corporation. As Sri Lankas largest privately-held corporation,
Maharaja was looking to expand its portfolio of international brands. In 1991, after lengthy
negotiations, Pepsi awarded the franchise to the Maharaja Corporation. Under the agreement
(Exhibit 1), Maharaja would serve as the exclusive Pepsi franchisee in Sri Lanka and would
begin by bottling and marketing 300ml glass bottles of the Pepsi, Mirinda, and 7-Up brands
for a term of five years. The joint venture was named after Maharajas existing Ol Springs
manufacturing facility which in 1992 was retrofitted into a bottling plant. The plant was located
on a 19.5 acre property, in the Eastern outskirts of Colombo. Initially, the plant employed 265
employees and had a capacity level of 480 bottles per minute (bpm)
In 1992, Pepsi was officially re-launched in Sri Lanka under the wardship of a PepsiCo regional
office in Pakistan. The Pakistani office supported the launch with an ad campaign featuring
model Claudia Schiffer drinking out of a can of Pepsi (Exhibit 2). The launch date which is
usually a day of celebration quickly became a day of concern for the Maharaja Corporation.
They sat in their offices wondering why the advertisement provided by Pepsi featured a can
when only bottles were sold in Sri Lanka. Additionally, the entire Pakistani team did not turn up
for the launch on account of a religious festival. Could this be a sign of things to come?
Unfortunately, the answer was yes, as the Pakistani team continued to demonstrate little
commitment to the joint venture. As a result, the venture struggled during the first three years of
operation reporting loses of SL Rupees 4.9 million, 0.9 million and 78 million. The operation
was highly undercapitalized, but the Maharaja Corporation was not willing to invest further
unless Pepsi was willing to do the same.
In 1995, Roger Enrico took over the reigns of PepsiCo Inc. Mr. Enrico was a brilliant marketer
who understood the importance of building truly global brands. In May, he infused the project
with a $2 million equity investment and moved wardship to PepsiCo India (Exhibit 3). With
PepsiCos renewed commitment to the venture and positive outlooks for the Sri Lankan
economy, the Maharaja Corporation saw an opportunity to turn this venture around. However,
the capital infusions didnt prove to be sufficient. The Maharajas were saddled with highinterest debt and Pepsis market share had not grown as projected. Since Pepsi was not willing to
make any additional investments in the venture, it became clear that a third party investor was
the answer to their financial woes.
In December1996 as the Sri Lankan economy began to recover, Mano Wikramanayake, Group
Director of the Maharaja Corporation, flew to New York to pitch Ol to a group of potential
investors. He was looking to invoke interest in a private placement in Ol and received
favorable reviews from investors who were extremely bullish on Asian economies at that time.
Further he disclosed to investors, Ols plans to go public after two years first on the local stock
exchange and then in the US via an ADR offering which would allows investors an exit and an
opportunity to make an attractive return on their initial investment. After two weeks of meetings,
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Mano returned to Sri Lanka hopeful that Ol was going to receive the necessary capital to
restructure operations and begin to rival Pure Beverages and CCS for market share.
To Manos dismay, only one investor, Donaldson Lufkin & Jenrette (DLJ), a publicly held U.S.based investment bank and financial services provider, submitted a proposal. Highlights of
DLJs offer are shown in Exhibit 4. It was obvious from the offer that DLJ was concerned about
the various risks that could plague a project in an emerging market like Sri Lanka and wanted
substantial downside protection for its investment. However, were they asking for too much?
Where there other ways for the Maharajas to mitigate DLJs concerns?
Sri Lanka
Sri Lanka, (Exhibit 5), is an island off the southeast coast of India. It is approximately the size of
Ireland but with a population the size of Australia (19m). There are two main ethnic groups, the
Singhalese (Buddhist majority) and Tamils (Hindu minority). There are a number of other
important minorities such as Muslims, Chettiahs, Sindhis and Eurasian Burghers. Sri Lanka is
rich in natural resources. Its main industries include agriculture, mining and tourism.
Unfortunately, the island has never been able to fully exploit its resources because of the
devastating ethnic conflict that has raged since 1983. (Exhibit 6)
Ethnic Conflict
Sri Lanka was colonized in turn by the Portuguese, Dutch and the British. The British employed
their divide and conquer approach to administering the island. They found a minority of
Tamils and Singhalese open to Christian conversion. They gave the top administrative posts to
this Christian elite who enjoyed power and privilege over the Buddhist majority. After
independence in 1948, a Singhalese Christian government came to power and upheld rights for
all minorities. However, on the wave of a Buddhist backlash, a leading Christian Singhalese,
S.W.R.D Bandaranaike, converted to Buddhism and came to power promising to end nonBuddhist policies. A Buddhist monk later assassinated him because he was yielding too much to
his erstwhile Christian colleagues. Thus, consequent governments introduced even more policies
favoring the Buddhist majority at the expense of other minorities.
The Tamils started a peaceful struggle for their rights which lasted from the early 50s to late
70s. A new pro-Buddhist government in 1978 sidelined Tamil and other minority rights further
and introduced a new executive presidency that had the rights to dissolve parliament and effect
military control without recourse to the parliament. This government instigated yet more
policies to favour the majority. The Tamils reacted violently in the North of the country, killing
policemen and military personnel. Ethnic tensions rose to a peak in 1983 when an alleged
government-led riot was directed towards Tamils in Colombo and several other towns. Tamil
businesses and homes were razed. Tamils who could afford to flee the country sought refuge in
the UK, US, Canada and Australia. Others risked life and limb crammed on boats headed
towards India. Those Tamils left behind waged a guerilla style war led by Vellupillai Prabakaran
- the Fox. The Tamil Tigers as they became known soon became a highly disciplined and
effective guerilla group. Their suicide bombings quickly became a trademark. Assassinations
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attributed to them include Rajiv Gandhi (former Indian Prime Minister for his decision to send
in the Indian Peacekeeping Force) and Ranasinghe Premadasa (President of Sri Lanka). The
government responded by incurring curfews and a high military presence in Colombo.
Exchange Rate and GDP
The Sri Lankan Rupee (SLR) is allowed to float against a basket of currencies with the US$ as
the intervention currency. The Central Bank maintains a 2% margin between daily buying and
selling rates, to guide commercial banks in quoting their rates. The value of the Rupee has
fluctuated since 1978, but the overall trend has been downwards, (Exhibit 7), reflecting the
persistent current-account deficit and relatively high inflation rates. (Exhibit 8)
In 1989, a rigorous liberalization program was introduced by Mr. Premadasas UNP government.
The economic reform programme was supported by an IMF Enhanced Structural Adjustment
Facility (ESAF). Stabilization measures included a devaluation of the Rupee and the abolition of
major subsidies. These were complemented by an ambitious privatization drive. Tax, tariff and
trade reforms were also instituted and the current account was freed of exchange controls. GDP
growth rose from 2.3% in 1989 to 6.9% in 1993. The Peoples Alliance (PA) government
pledged itself to continue with the economic reform programme.
Since 1991, the share of industry (manufacturing, construction and utilities) has increased from
25.7% to 28.8% of real GDP. (Exhibit 9) In particular, manufacturing has emerged as the lead
sector underpinning economic growth. Progressive privatization of state enterprises has enabled
the private sector to dominate manufacturing. Small and medium enterprises account for nearly
90% of private industrial units. The services sector accounted for 48.7% of GDP in 1995 and is
principally composed of wholesale and retail trade, financial services, transport and
communications, public administration and defense and tourism. (Exhibit 10)
Monetary Policy
In recent years, monetary policy has focused principally on the control of inflation with the
Central Bank relying on indirect policy instruments including open market operations in
Treasury bills and Central Bank securities to influence the growth of monetary aggregates. In
1992-93 monetary growth was fuelled to a great extent by a large increase in foreign capital
inflows and an expansion in private-sector credit which necessitated the operation of a tight
monetary policy. (Exhibit 11) In 1993-95, an even stronger emphasis on controlling inflation led
to a tightening of monetary policy to compensate for high defense spending and a widening
fiscal deficit.
High inflation has been a persistent problem in Sri Lanka over the past decade. (Exhibit 8) Costpush factors such as wage adjustments, increases in indirect taxes, high interest rates and
exchange rate depreciation have contributed to increases in the price level. (Exhibit 12) Seasonal
scarcities of agricultural commodities and inefficient agricultural production have also been
responsible. In recent years, the principal causes of demand-induced inflationary pressures have
been the high level of government spending and the rapid rate of monetary expansion. In 1988-
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93 annual average inflation was 13.6%. It was suppressed artificially to 8.4% in 1993 and to
7.7% in 1994 by a combination of subsidies and reductions in key administered prices.
Persistently high inflation has prevented any real increase in incomes since wage increases have
generally not kept pace with the rise in prices. There are no reliable statistics for income
distribution, but anecdotal evidence suggests a marked deterioration in income disparities. Thus,
many industries have been adversely affected by strikes initiated by labor/trade union forces
seeking to remedy this malady. (Exhibit 13) Rising food prices have also prevented any
significant rise in discretionary spending with more than 85% of incomes being spent on basic
necessities.
Since the average rate of inflation in Sri Lanka has tended to be higher than those of its
competitors, the countrys export price competitiveness has suffered. This problem has been
exacerbated by high interest rates and the lack of sources of concessionary financing to the
export sector. Since exchange rate depreciation also fuels inflation, the government has been
reluctant to devalue the currency to the extent exporters are demanding.
Maharaja Corporation
The Maharaja Group is Sri Lankas largest conglomerate in terms of sales with an annual
turnover of US $ 175 million for the year ended March 31, 1996. The two founding members
Mr. S Mahadevan and Mr. S Rajandram had worked for an American firm called Dodge &
Seymore Ltd which held agencies in Sri Lanka for prominent companies such as Union Carbide
Limited, Colgate Palmolive Limited, Yale & Towne Limited, Champion Spark Plugs Limited,
Parker Pen Limited and Cheeseborough-Ponds Inc. At the time of World War II, Dodge &
Seymore closed their office in Sri Lanka (then known as Ceylon) and handed over the agencies
to Messrs S Mahadevan and S Rajandram.
At the inception, the agencies were serviced on an indirect basis however gradually through time
the distribution reach extended beyond the capital city of Colombo to other parts of the country.
This effectively laid the foundations for a formidable sales network that was leveraged in later
years to introduce products from other agencies and joint ventures.
The Maharaja Organization was incorporated in 1967 though a merger between the various
subsidiaries Rajadrams Limited, Maharaja Distributors Limited and A.F. Jones & Co. Limited.
Since 1967 the Maharaja Group has been run by Messrs R Maharaja and R Rajamahendran
jointly as Managing Directors
In 1997, the Groups operations remained highly diversified with interests in imports, local
manufacturing, distribution and marketing, export commodity trading, tourism, clearing and
forwarding, project development, computer services, soft drink bottling, television and radio
broadcasting, satellite communications, beauty care, a flying school and a domestic air service.
One of the Groups most successful joint ventures was with the New Zealand Dairy Board that
manufactures and markets milk and milk products in Sri Lanka under the Anchor Brand name.
The Maharaja Groups excellent distribution network has made it a household name in a
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predominantly rural country and its marketing track record made the company the top choice of
partners in joint ventures in the Sri Lankan market. Furthermore, the Group was also able to
utilize its ownership and presence in media operations to promote its joint venture and marketing
operations.
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secondary concern for Pepsi, especially as its returns would be largely generated by the sales of
concentrate to Ol.
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segments where its competitors are relatively weak or do not have a comparable drink like fruit
flavored soft drinks sold under the Elephant House Brand. Currently, there are five different fruit
flavors, which account for 65% of revenues. Its plum flavored soft drink Necto enjoys strong
consumer preference - especially since there is no comparable product in the market. CCS has
traditionally placed greater emphasis on pricing and offers the CCS 400ml bottle for the same
price as 300ml bottles of Pepsi and Coke. This large size allows the drink to be shared by two
consumers effectively halving the price per consumer in a highly price conscious market. The
Elephant House brand has great recall, the Singhalese words Aliya Beanna (meaning Elephant
Brand) are the colloquial term for a soft drink. Furthermore, the brand commands a high
premium among distributors and retailers who willingly pay in cash for all purchases. Thus,
John Keells has had zero defaults while its competitors have suffered from substantial bad debt
problems.
Coke entered Sri Lanka in the early 1960s by granting a bottling franchise to the Pure Beverage
Company, a local Sri Lankan bottler. Pure Beverage was authorized to distribute and market
Coca Cola, Sprite and Fanta. Coke could not make much headway in the market until the late
1970s. At that time, the Elephant House was having severe management problems and the
economy had begun to open up. With the introduction of television, Coke was able to capture
the imagination of the Sri Lankan consumers through attractive advertising campaigns. Behind a
strong advertising push, Coke was able to overtake Elephant House in the early 80s. By 1991,
prior to John Keells taking over CCS, Coke had captured nearly 70% of the market. In response
to Cokes advertising, CCS moved into more aggressive advertising aimed at specific market
niches which placed more emphasis on the taste preferences of consumers. In December 1996,
Pure Beverages Kaduwela plant was shut down for almost four months due to labor problems.
This resulted in severe supply problems leading to an 8% fall in Cokes market share to 42%.
CCS capitalized on Cokes problems and increased its market share by 6% to 46%. Although it
has been present in the market for more than three decades, Coke has never been able to sustain a
sizable market share like it has in other international markets. The main reason for this disparity
was the step-motherly treatment towards the Sri Lankan market from Cokes South Asian
headquarters which oversaw operations in Sri Lanka.
Ol Performance
Ol had shown poor results from its inception and was yet to make a profit. Exhibit 19 shows the
capital infusion schedule which was required to keep the business reasonably capitalized. A lot
of the initial demands arose from the need to put an effective distribution system in place that
could not only distribute the product but also collect the empty glass bottles for re-use.
Additionally the initial production of glass bottles, purchase of distribution equipment and
acquisition of coolers (given free of charge to retailers) necessitated heavy capital expenditure.
However the main contributor to the negative bottom line was the high operating cost which was
being gradually reeled in. After the initial years where the Maharajas had learnt the ins and outs
of the soft drinks business, the manufacturing and distribution operations had started to run more
efficiently. Just then that a series of militant attacks bought a crisis in Sri Lanka resulting in
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tourists, substantial consumers of cold drinks in Sri Lanka, stayed away from the country. This
largely contributed to another loss making year, the fourth in a row, at Ol.
The next year a peace was restored and Ols prospects once again looked bright. The Sri Lanka
economy was once on the upswing and the Maharajas got ready for a massive campaign to win
market share from their competitors. They realized this would require a fresh dose of capital
injection into the venture. Already saddled with a heavy and expensive debt load, the only viable
alternative was equity infusion. Although the firms projections looked very attractive (Exhibit
20 & 21), both the Maharajas and Pepsi were hesitant to add to their sizeable equity stake. Both
sides however felt that given the buoyant market conditions, there would be plenty of thirsty
investors who would be willing to guzzle down the risk.
Maharaja Dilemma
Given the competitive landscape and the current political and economic environment in Sri
Lanka, it was evident that Mano was facing a tough decision in terms of securing an outside
investor in the Ol joint venture. He was fast running out of time and capital but remained
unclear as to the attractiveness and feasibility of the DLJ proposal. Could he negotiate a better
deal or was he at the mercy of DLJ offer and the ambigious put option clause?
As Mano finished up his tambali, he pondered the best approach to resolving Maharajas
dilemma. An NPV valuation from the perspective of a third-party investor seemed liked an
interesting analysis but how would he estimate cash flows and the all important discount rate?
Mano put down his glass and started to call his trusted Marketing and Finance VPs.
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Exhibit 1: Summary of Agreement between PepsiCo International and The Maharaja Corporation
PepsiCo, Inc. entered into three agreements with the Company (Ol) in 1992 allowing to exclusively
market Pepsi, Mirinda and 7-Up soft drinks. These agreements are valid for a term of five years
(1997) and can be automatically extended for one additional period of five years (2002) so long as the
Company is not in default of any of its obligations.
These agreements also provide for: (i) the allocation of advertising expenses and (ii) the cost of the
concentrate that the Company purchases from PepsiCo, Inc.
As part of the exclusive bottling agreements between the Company and PepsiCo, Inc. in respect of
Pepsi, Mirinda, and 7-Up brands, PepsiCo, Inc. has agreed, subject to the terms and conditions
contained therein, to pay 100% of the marketing costs in 1993, 80% in 1994, 60% in 1995, 45% in 1996
and 30% in 1997 with the balance paid by the Company. Thereafter, the 30% continues to be paid by
PepsiCo.
In line with policy, PepsiCo, Inc appoints a Country Manager in Sri Lanka who is responsible for the
marketing of the PepsiCo, Inc. brands. Additionally, he is in charge of developing and maintaining all
operating procedures to ensure that the Company meets PepsiCo, Inc.s standards
10
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20%
80%
1996
65%
35%
11
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12
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Source: Sri Lanka Strategy: Bargain Buy, Sri Lanka Research December 1997
Source: Sri Lanka Strategy: Bargain Buy, Sri Lanka Research December 1997
13
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Source: Sri Lanka Strategy: Bargain Buy, Sri Lanka Research December 1997
14
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Source: Sri Lanka Strategy: Bargain Buy, Sri Lanka Research December 1997
15
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Source: Sri Lanka Strategy: Bargain Buy, Sri Lanka Research December 1997
Source: Sri Lanka Strategy: Bargain Buy, Sri Lanka Research December 1997
16
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Source: Sri Lanka Strategy: Bargain Buy, Sri Lanka Research December 1997
Source: Sri Lanka Strategy: Bargain Buy, Sri Lanka Research December 1997
17
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Source: Sri Lanka Strategy: Bargain Buy, Sri Lanka Research December 1997
MORGAN STANLEY DEAN WITTER, August 4, 1997, PepsiCo (PEP):The Face of PepsiCo Is Changing
18
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MORGAN STANLEY DEAN WITTER, August 4, 1997, Global Soft Drink Bottling Review and Outlook:
Consolidating the Way to a Stronger Bottling Network
19
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MORGAN STANLEY DEAN WITTER, August 4, 1997, Global Soft Drink Bottling Review and Outlook:
Consolidating the Way to a Stronger Bottling Network
20
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21
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22
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23
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24
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25
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References
Conway, Andrew J., Massot, Sylvain, Serra, Lore, Dormer Jim, and Mayo, Scott, Global Soft Drink
Bottling Review and Outlook: Consolidating the Way to a stronger Bottling Network, Morgan
Stanley Dean Witter, August 4, 1998.
Conway, Andrew J., PepsiCo: The Face of PepsiCo is Changing, Morgan Stanley Dean Witter, August
7, 1997.
Ghemawat, Pankaj Pepsi: The Indian Challenge, Harvard Business School, Case # 9-793-060, March
28, 1995.
PepsiCo, Brown Brothers Harriman & Co., May 22, 1997.
Private Invitation to Subscribe for 40,000,000 Ordinary A Shares of Rs. 10.00 each at a price of Rs.
10.00 per share, Ol Springs Bottlers Limited Private Placement.
Put Option Agreement, July 30, 1997.
Share Holders Agreement, July 30, 1997.
Share Purchase Agreement, July 30, 1997.
Solomon, Jennifer F., PepsiCo Preparing to Visit Rogers Neighborhood, Salomon Brothers, May
29, 1997.
Sri Lanka Country Report, Economic Intelligence Unit, May 1996
Sri Lanka Country Report, Economic Intelligence Unit, October 1996
Sri Lanka Food & Beverage Sector: Ceylon Cold Stores, Indosuez W.I. Carr Securities, February 11,
1998.
Sri Lanka Strategy Bargain Buy, Indosuez W.I. Carr Securities, December 1997.
Sri Lanka Weekly No. 21, Indosuez W.I. Carr Securities, May 1997.
Subsidiary Guaranty, July 30, 1997.
Yuan, Peter and Crum, Geoff PepsiCo Changchun Joint Venture: Capital Expenditure Analysis, Richard
Ivey School of Business, Case# 900N16, January 19, 2001.
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Interviews:
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