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The “India story” has seen a profound market entry. This trend is not driven Based on current growth and M&A
shift in gear and direction during purely by opportunistic factors: Indian trends, we would expect this number
2006. While in recent years most companies are in many cases motivated to double by 2010.
media references to India’s growth to look abroad in response to newly
have focused on the sub-continent competitive, complex or risky domestic The strategy by which many Indian
as a destination for outsourcing and markets or to find capabilities and companies are expanding globally is
investment, this year has seen the assets that are lacking in India. also distinctive. As Indian companies
arrival of India as a shaping force on are relatively small by the standards
global markets. This is particularly The steep increase in the number of global multinationals, their cross-
evident in the powerful new trend of major cross-border transactions border acquisitions also tend to be
in recent years - from 20 in 2002 smaller. These deals are therefore
towards overseas acquisitions by
to more than 180 predicted in often carried out as part of a broader
Indian companies.
2006 - has been facilitated by the globalisation drive involving a string
In 2006 Accenture conducted a unique relaxation of regulations on overseas of strategically-targeted acquisitions.
survey of key industry players in capital movements as well as a more This is particularly the case for
India that looked into the imperatives supportive political and economic India’s larger corporate groups, for
driving globalisation. This survey, in environment, including deeper example Tata, that look to strengthen
conjunction with wider economic currency reserves, and easier access specific parts of their value chain
analysis, has prompted this report. to debt financing, both at home and and develop globally integrated
It outlines the engines for the cross- from international banks. offerings. The locations of the
border expansion of Indian companies acquisitions also reflect the strategies
and details the opportunities and This M&A trend is a key factor helping of India’s globalisers. Attracted
challenges ahead. Indian companies to emerge on the by the markets and higher-value
global stage. Six Indian companies offerings of developed economies,
Our analysis strongly suggests that feature in the Fortune Global 500 Indian companies are making the
the main factor driving Indian cross- list of the biggest companies in vast majority of their transactions
border mergers and acquisitions (M&A) the world. These are Indian Oil, in North America, Europe and the
is the search for top-line revenue Reliance Industries, Bharat Petroleum, more developed economies in Asia,
growth through new capabilities and Hindustan Petroleum, Oil & Natural with transactions equally distributed
assets, product diversification and Gas, and the State Bank of India. between these locations.
India’s current success in overseas
acquisitions is fuelled by a new
class of business leaders. The
confidence within the Indian business
community, combined with its natural
entrepreneurial zeal and intuitive ease
with global business models, creates a
formidable force. This report, based on
Accenture’s recent survey and wider
economic analysis, identifies four
key imperatives for Indian companies
considering overseas acquisitions:
1
What’s the deal?
Indian companies are going global with a series of
bold acquisitions.
India’s economic liberalisation in 1991 until August 2006 was 81 percent Figure 1. India cross-border M&A deals
sparked fears that the country would of the figure for the whole of 2005.
200
be overrun by foreign multinationals. Indian companies made 141 overseas
180
However, Indian companies have not acquisitions, compared with 42 deals
Number of cross-border M&As
only managed to fight off competitors at home, in 2005. The number of 160
on their home ground, they also have deals has increased from 30 in 1995 140
taken the commercial battle abroad. to 71 in 2000, and is predicted to be 120
In the recent Accenture study ‘India 183 in 2006. At current growth rates 100
meets the World’, 95 percent of the number of deals could almost
80
Indian respondents highlighted the double by 2010. About three quarters
60
importance of going global, with 62 of acquisitions conducted by Indian
companies since 2003 have been 40
percent seeing this as an overriding
objective driving strategy. Moreover, cross-border. In the first 10 months of 20
85 percent of respondents identified 2006 India was responsible for M&A 0
deals worth US$23 billion.
95
96
97
98
99
00
01
02
03
04
20 5
*
2
Why Indian companies look
beyond their borders
There is no doubt that India’s globalisers are
searching for expansion opportunities to strengthen
their offerings in India and abroad. There are four
imperatives driving this expansion:
The need to capture new Korea together account for 40 percent Tata – which has concluded deals in
markets of the cross-border acquisitions the United States (Eight O’Clock), the
conducted by India within Asia in the United Kingdom (Tetley) and Thailand
Some 81 percent of participants in first half of 2006.3 (Millennium Steel) - illustrates some of
the Accenture study said that a key the strategic thinking behind location
motivation for going global was to Accenture’s research found that 76 decisions: the group’s industrial and
find new markets to sustain top-line percent of Indian companies that manufacturing businesses have clearly
growth.1 Entry to overseas markets via expanded abroad did so in order found it more attractive to target
M&A may be attractive for reasons to operate more closely to global acquisitions in developing markets,
that include increased proximity customers.1 Targeting established firms, while the services companies in the
to customers, access to resources, particularly in developed economies, group tend to seek opportunities in
competition at home, or domestic is an effective way to gain market developed markets. Emerging markets
regulatory barriers. share as well as provide a platform for also may be attractive to Indian
regional growth. Further, it is usually companies because they provide access
From 1995 to August 2006, 29 percent easier to access other resources and to consumer markets which are often
of Indian cross-border M&As occurred benefits once a company is established overlooked by Western firms.
in the European Union and 32 percent in a foreign market. Once companies
in North America3 (see Figure 2). These have a foothold in a market, they In contrast to India, China has invested
developed economies are attractive can explore further acquisition heavily in emerging economies in
because of their large consumer opportunities to consolidate their local Africa, Central Asia and Latin America,
markets, transparent business presence, reach new customers, and largely to secure the natural resources
processes, rule of law, advanced acquire new sources of supply and essential for its own economic growth.
technologies, skills and knowledge further assets and capabilities. The urgency for India to step up its
capital. Moreover, as the markets in efforts to do the same is quickly
these economies tend to be mature and Less developed economies also becoming apparent. But competing
saturated, it often proves difficult for have their attractions, such as low with China on this global hunt for
Indian companies to gain market share acquisition costs and favourable terms resources will prove a major challenge
without acquisitions. In line with this due to a high demand for foreign for India which cannot begin to
trend, the more developed economies direct investment (FDI) and capital. match its neighbour’s state-leveraged
of Singapore, Hong Kong and South The recent global spending spree by financial power.
Figure 2. Geographic distribution of Indian cross-border
M&As by number of deals (1995 to August 2006)
South America
Middle East 2%
4%
Pacific
5%
Africa
6%
North America
32%
Asia
22%
Europe
29%
The need to expand capitalise on their traditional low- premium UK brand “Christy”,7 while
capabilities and assets cost structures. Indian companies are the Indian pharmaceutical giant
able to identify foreign firms that Ranbaxy Technologies acquired the
Many Indian companies are seeking
have value-added offerings which French company RPG Aventis in 2003
to expand their distinctive capabilities
complement their own low-cost for US$70 million to gain access to its
by acquiring specific skills, knowledge
products and services to create an well-established and respected name.8
and technology abroad that are
efficient integrated global business
either unavailable or of inadequate The need to expand product
quality at home. Sun Pharmaceutical model - turning the conventional
direction of such deals on its head. or service portfolio
Industries, for example, acquired Able
Laboratories Inc of New Jersey for In this way they can more closely Our analysis reveals that a significant
US$23.15 million in December 2005 to replicate the model of Western number of Indian companies are
gain its in-house manufacturing and multinationals involving a mix of endeavouring to increase their market
development capabilities for generic high-value and low-cost capabilities share by building the size of their
pharmaceutical products.4 distributed across different geographic product and service portfolios. This is
locations. particularly true in the pharmaceutical
Indian companies are also using M&As sector. Ranbaxy, for example, acquired
to assimilate technologies that have In more direct ways, larger Indian 18 generic drug patents from Spanish
been tried and tested abroad. i-Flex, companies also look to their foreign company EFARMES earlier this
for example, the software company M&As to provide new assets. When year.9 Similarly Nicholas Piramal, an
based in Mumbai, recently paid Tata Motors purchased the Daewoo Indian healthcare company, entered
US$11.5 million for the US company Commercial Vehicle Company in 2003 into a US$350 million, five-year
Supersolutions Corp5 to access for US$188 million, it did so for the manufacturing agreement with Pfizer
technology that is widely used in US state-of-the-art production facilities to gain 12 products.4 Acting on a
banks. At a broader organisational of the South Korean company.6 similar imperative Sobha Renaissance
level, such acquisitions can also Acquisitions are increasingly Information Technology acquired
improve overall standards of customer prompted, too, by the need for less Billing Components to sell products in
service, processes and quality. tangible assets, brand equity in the telecoms market; previously it had
particular. Welspun India bought an provided only services.10
Our analysis suggests that M&As 85 percent stake in CHT Holdings for
are helping Indian companies to US$24 million to benefit from the While these companies are purchasing
particular foreign expertise to stay obstacles. Indian pharmaceutical
competitive, a number of Indian companies, for example, often prefer
companies are already competing at to carry out certain stages of clinical
a global level and need acquisitions trials in developed markets because
to secure scale. This is a key driver of the lag times that are inherent in
behind India’s latest and biggest India’s bureaucratic processes, despite
cross-border announcement - the the other cost advantages of keeping
US$8.1 billion bid by Tata Steel to them in India.
acquire Corus11 – a bold but necessary
move to stay competitive in the new,
Mittal-Arcelor-dominated global steel
market.
3
How India is helping itself
The surge in Indian M&A has not occurred within a
vacuum. A combination of economic, political and
institutional factors have created a more conducive
environment for overseas acquisitions.
Creation of a favourable Economic conditions have also become higher than the sovereign rating
political and economic more favourable. As of June 2006, means that they have greater access
India had foreign exchange reserves to capital in overseas markets. A
environment bonus of this greater need to access
of US$164.5 billion, compared with
The removal of policy and regulatory less than US$1 billion in 1991.13 debt financing will be to boost India’s
obstacles has been an essential first Companies can therefore fund somewhat weak corporate debt
step in opening up global expansion overseas acquisitions more readily, market.
opportunities for Indian companies. since the RBI has a greater capacity to
Since 2005, Indian companies have
convert domestic currency to overseas
The rhetoric and legislation of Indian been permitted to fund foreign direct
currency on their behalf.
policymakers has encouraged overseas investments using external commercial
expansion. In January 2004, Prime borrowing. As a result, more Indian
Improving financing cross-border deals are being financed,
Minister Singh announced that
“Indian corporates will hereafter be
conditions in whole or in part, by foreign
freely permitted to make overseas Indian firms have traditionally banks. In 2006, Tata Steel borrowed
investments up to 100 per cent of used large cash reserves to acquire US$500 million in Singapore in a
their net worth, whether through an foreign companies and targeted syndicated loan involving 17 banks
overseas joint venture or a wholly- less expensive, distressed assets. to fund growth and acquisitions in
owned subsidiary….This will enable Cash transactions are still relatively Southeast Asia and China.14 In 2006,
Indian companies to take advantage common, thanks to the positive cash Suzlon Energy acquired the Belgian
of global opportunities and also to flows of efficient Indian businesses. company EVE Holding, for US$565
However, as Indian companies have million; the deal was underwritten by
acquire technological and other skills
Barclays Capital, Deutsche Bank and
for adoption in India”.12 In 2005, the become more global in culture and as
the Industrial Credit and Investment
Reserve Bank of India (RBI), for the first the Indian banking system has become
Corporation of India (ICICI) Bank.
time, allowed domestic banks to lend more sophisticated, M&A transactions
money to Indian companies for overseas are increasingly financed via debt. As India has become embedded in
acquisitions. The timeline in Figure 3 Access to capital is also made easier the international finance system, the
outlines some of the key Indian capital by the improvement in India’s country role of private equity players also has
control policies that have facilitated the risk ratings. And the fact that certain increased. In Grant Thornton’s M&A
boom in cross-border M&As. Indian companies have credit ratings study, 43 percent of the companies
Figure 3: Key Indian capital control policies
Source: International Monetary Fund Annual Reports on Exchange Arrangements and Exchange Restrictions, 1996-2005
10
4
India’s evolving story
As overseas acquisitions by Indian companies become
more frequent, our analysis suggests that a distinctive
pattern is beginning to emerge. Indian companies
are relatively small by the standards of global
multinationals, so their cross-border acquisitions also
tend to be smaller. These deals are therefore often
carried out as part of a broader globalisation drive
involving a string of strategically-targeted acquisitions
across an increasingly diverse range of industries. This
pattern exhibits the following trends:
Deal sizes are increasing – but deals (see Figure 4). Indian companies
they still have room to grow have tended to follow a ‘string of
pearls’ approach - making a series of
The value of Indian cross-border M&A small transactions, each with its own
deals in the first ten months of 2006 strategic rationale, rather than simply
was US$23 billion, compared with buying up expensive competitors.
US$7.8 billion in the same period This strategy is different to China’s
the previous year.3 This was partly expansion which tends to be driven
due to the higher number of large- by large-scale, state-sponsored
value cross-border deals. In June organisations that often target large
2006 alone, 10 deals had a combined natural resource supplies in developing
transaction value of US$1.5 billion. economies.
Acquisitions like Dr Reddy’s purchase
of Betapharm, the fourth-largest drug Acquisitions are helping Indian
manufacturer in Germany, for US$570 companies to emerge as significant
million in February 2006, and Aban players on the global stage. Six
Loyd’s acquisition of the Norwegian Indian companies feature in the
company Sinvest for US$446 million Fortune Global 500 list of the biggest
made headlines around the world. Tata companies in the world. These are
Steel’s US$8.1 billion bid for Corus Indian Oil, Reliance Industries, Bharat
Steel represents India Inc.’s boldest Petroleum, Hindustan Petroleum, Oil
offer to date. & Natural Gas, and the State Bank of
India. Based on current growth and
The average deal size also has M&A trends, we would expect this
increased — from US$32 million in number to double by 2010.
2005 to US$47million in the first half
of 2006.
11
Figure 4: Average M&A deal sizes, India versus global
120
Global
Average M&A deal size (US$ millions)
India
100
80
60
40
20
0
2005 Jan - June 2006
12
Figure 5. Breakdown of India’s cross-border M&A activity by industry group
200
Resources
Breakdown of industry groups
180 Communications & High Technology
Professional Services
Communications, Electronics and High Tech
Number of cross-border M&As
160
Products
140 Financial Services
Financial Services
120 Banking, Capital Markets, Insurance
Communications and High Technology
100 Products
Automotive, Consumer Goods and Services,
80
Health and Life Sciences, Industrial Equipment,
60 Retail, Transportation
40
Professional Services
20 Consulting, Financial analysis, IT Services,
Outsourcing
0
1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006*
Resources
Chemicals, Energy, Forest Products, Metals,
* Annual forecast for 2006 based on 7 months of data from Thomson Financial Mining, Utilities
Source: Accenture analysis of Thomson Financial data
13
Figure 6. Cross-border M&A activity (1995 - 2006)
35
20
30
25 15
20
15 10
10
5
5
0 0
1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006* 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006*
10 30
25
8
20
6
15
4
10
2 5
0 0
1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006* 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006*
Products
90
Number of cross-border M&As
80
70
60
50
40
30
20
10
* Annual forecast for 2006 based on 7 months of data from Thomson Financial
0
1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006* Source: Accenture analysis of Thomson Financial data
14
5
India’s way forward
While carefully-constructed acquisitions are already
creating real value for Indian companies, there are many
challenges ahead. Our analysis suggests that a successful
M&A strategy must concentrate on four key areas.
The challenges to increased How these challenges can has to form an important part of pre-
integration planning, and includes
cross-border expansion best be overcome careful consideration of personal and
Asked what they see as the critical Our analysis of the opportunities and cross-cultural issues. India’s family-
success factors and challenges of going challenges of India’s global expansion run companies sometimes limit control
global, 60 percent of Indian business identifies four imperatives for over information and decision making
leaders selected the “management Indian businesses looking to acquire to a small number of people. This
mindset or process immaturity” companies abroad: tendency is often heightened in the
of Indian businesses as the main case of decisions as sensitive as cross-
constraint.1 This finding suggests that 1. Flexible organisation structures border acquisitions. This underlines the
there is scope for far greater global are essential importance of involving key managers
growth as more Indian managers are The execution of complex M&As at an early stage in deals.
exposed to global operations and often intensifies the incentives on
gain confidence to make the move leaders to maintain a tight-hold of
2. Due diligence must be
themselves. It also highlights the need the organisational reins. Paradoxically, comprehensive
for a dedicated management team to successful integration actually requires The due diligence for cross-border
give clear strategic direction to any a much more flexible and fluid transactions needs to cover unknown
acquisition and integration process. approach by management to ensure market landscapes as well as additional
The next most common challenges the ability to adopt cultural, social, factors like governance, legislative
identified were regulatory factors and a and other factors that vary across and regulatory rules and processes.
lack of knowledge of foreign countries. markets. Accenture research among “Complying with regulations in
These issues must be resolved before India business leaders has identified the overseas markets” was the second most
making any foreign acquisition development of flexible organisational commonly highlighted capability for
decisions and represent a fundamental structures as the most critical capability success in Accenture’s globalisation
part of the due diligence process. for the success of globalisation questionnaire, identified by 77 percent
strategies, mentioned by 83 percent of respondents. For example, the
of respondents. Establishing flexible extent to which environmental laws are
but clear structures and processes and adhered to in India varies from state
assigning leadership responsibilities to state, but many other countries
15
Figure 8. Key challenges companies face when going global
Management
mindset or process 60%
immaturity
42%
Regulatory factors
Inadequate support
11%
from shareholders
Note: The percentage figures represent the percentage of respondents rating each item
as “1” or “2” on a scale of 1-5 (where 1=critical, 5=not critical)
Source: India Meets the World, Accenture, September 2006
have stringent penalties for even 3. Location decisions need a lie. Issues such as which location’s
minor infractions, including possible strategic approach standards to harmonise to and
facility closure. Indian companies what organisational and governance
intending to export their processes to In our attitude survey, “Coping models to use should also be
acquired operations must be mindful with country risks in overseas assessed. In some cases, it may be
of regulatory implications. Where markets” was selected as a critical best to leave the operating model of
possible, Indian companies should capability for success by 76 percent the acquired entity untouched and
treat the governance standards of of respondents.1 With potential allow it to carry on with business as
companies they are acquiring as an acquisition targets often spread usual, just under new ownership.
additional asset. For example, though through multiple countries, care must
not strictly an Indian merger, the be taken to incorporate a wide range • Particular attention should be paid
well-reported Mittal-Arcelor deal was of country-specific factors into the in cases where political sensitivities
carefully constructed to allow the new decision-making process. For example, or historical tensions are important
company to benefit from Arcelor’s decisions should take into account factors. Developed economies
highly evolved corporate governance longer-term regional growth prospects feel increasingly threatened
and operating structures. and political ramifications. by competition from emerging
economies such as China and
In terms of scoping the competitive • Pre-integration planning should India. Political relations become
landscape, cross-border due diligence include an analysis of the expected an important part of market
should also include forward-looking competitive advantages of each entry strategies as protectionist
analysis to anticipate the competitive location to support decisions on sentiments harden. China’s recent
responses from both the host market where to base functions for the trade quarrels with the European
and other companies entering from joint entity. These plans should Union and United States are cases in
other countries - India is not the only strategically manage how risk is point, and India is not immune from
country going global. spread around different locations. this trend.
For example, it may be preferable to
base intellectual property, research
and development and manufacturing
in different locations, according
to where competitive advantages
16
• Indian companies looking to gain of commitment. If communication for wider industry and economic
market share in foreign countries channels and organisational structures change, such as:
should watch how previous Indian are managed carefully, strong family
companies have fared in their leadership can instil a more inclusive • Consolidation in key industries,
attempts, noting their experiences and embracing culture that supports e.g. information technology,
and avoiding their mistakes. This the integration process. The acquiring pharmaceuticals, steel
allows faster and cheaper entry company should also manage external
• Intensification of competition in
into the foreign marketplace once communications to position itself as
a positive new force, rather than an many industries as Indian companies
the investment decision is made.
unwelcome intruder vulnerable to apply their low-cost business models
• Indian companies acting as first- criticism from the media, politicians in Western markets
movers should look to secure an and wider society.
early advantage by building brand • Greater interdependence between
economies as investment flows
and credibility quickly. The next chapter... become more complex and
4. Strong communication is The speed of India’s entrance into multidirectional
fundamental to success global markets illustrates the natural
urge of Indian businesses to take part After years of anticipation, Indian
A successful integration process companies have finally arrived, and
in the global economy. Globalisation
relies on effective, consistent and seem set to leave a lasting impression
has allowed the country to achieve
regular communication from company great success in low-cost sourcing and on global markets and competition in
leaders to all constituencies, including services, but globalisation promises the decade ahead.
customers, employees, regulators, to deliver much more for India. The
shareholders, partners, suppliers and next challenge is to build higher-value
competitors. Internal stakeholders markets and to give Indian companies
should feel that they are positively the capabilities to contend against
contributing towards a better future, international competitors.
one in which they themselves will
benefit. India’s family-run structures The increasing scale and geographic
often have close, focused leadership scope of investment by Indian
teams which can build a strong sense companies will in turn be a catalyst
17
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2
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and Private Equity Scenario 2006,” 10
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Grant Thornton, 2006 buys German telecom software
company for over US$ 13 million”,
3
Accenture analysis of Thomson The Economic Times, July 11 2006
Financial data
11
“Corus accepts £4.3bn Tata offer”,
4
“India Inc. on global shopping BBC News, Friday, 20 October 2006
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18
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