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Value inflow sans cash outflow

S. Vaidya Nathan


The Gujarat Ambuja Cement Executive Director, Mr Anil Singhvi... Justifiably happy at cementing a value-enhancing deal, swung with typical financial savvy. — Paul Noronha

SHAREHOLDERS of Gujarat Ambuja Cement have reason to cheer as the deal with global major Holcim of Switzerland is loaded with positives, though from a long-term perspective. For Gujarat Ambuja Cement, this deal marks a decisive move on ACC after a period of uncertainty that lasted more than five years.

"If we get a good price and value for our money, we would take it and sell. Why not? If somebody pays Rs 1,000 a share for Ambuja, I would sell Ambuja also. Have I given that reply clearly? Business is run with passion and not emotion. Most businesses in India are unfortunately run with emotion; they are left with just emotion and no business," was the response of Mr Anil Singhvi, Executive Director of Gujarat Ambuja Cement in an interview to Business Line last September.

Mr Singhvi was asked whether the Ambuja group would be willing to sell its stake in ACC were an MNC to make a hostile bid. Now the Ambuja group has sewn up a friendly deal with Holcim that will be value-enhancing over the long term. A background to Holcim — the second largest cement manufacturer in the world after Lafarge — and Ambuja Cement India — the focus entity in the complex deal — is given in the accompanying story.

A look at what this deal means for the shareholders of Gujarat Ambuja:

  • The pricing and structuring of the deal ensure an attractive pay-off for the strategic investment made in ACC more than five years ago. The cash infusion by Holcim into Ambuja Cement India translates into an effective annual return of about 20 per cent.

    This does not flow to Gujarat Ambuja now, but the transaction could be the basis for any exit price if it decides to sell its stake in Ambuja Cement India. FIIs which had invested in the latter have exited with an annual return of just about 10 per cent. The difference in returns highlights the benefits for Gujarat Ambuja in the pricing of the deal.

  • If the open offer for ACC, to be financed by Holcim, succeeds, Ambuja Cement India will hold a 50.01 per cent stake. Gujarat Ambuja would have an effective stake of 17 per cent in ACC. Its stake has doubled without any incremental cash outgo or open offer on its part.

    The cost of Gujarat Ambuja's holding in ACC declines by about 20 per cent, neutralising to a large extent the premium price paid to acquire the stake from the Tatas in 1999. Without straining its resources and creating a listed outfit, it has fulfilled the exit option that had to be offered to the FIIs at the end of five years.

  • This outcome on ACC is favourable for Gujarat Ambuja as a merger between the two was, in our long-held view, never likely. Given the disparity in operating efficiency and profitability levels between the two, a merger would have dented Gujarat Ambuja's earnings card, which has been impressive, even in difficult times for the industry.

    Having taken a massive commitment in buying into ACC, Gujarat Ambuja was never likely to cede its hold without an attractive price. It has now secured the price it sought even as it has increased its stake, putting in place a settled arrangement that obviates concerns of a hostile bid for ACC and retaining the option to cash in on a higher stake later.

  • With ACC firmly tucked away, Gujarat Ambuja is well placed to focus on growth through other acquisitions as its balance-sheet strength can now be devoted to bankrolling them. There are several one-to-two million-tonne possibilities in the northern and western markets, which are Gujarat Ambuja's focus areas. We expect a deal or two over a one-to-two-year period.

  • Holcim gets into a position of strength in ACC and Ambuja Cement Eastern, whose operating efficiency levels are far lower than those of Gujarat Ambuja. This aspect limits Holcim's ability to operate in the Indian market on its own and ensures that the arrangement will continue for quite some. It would also put Gujarat Ambuja in a position of strength to secure an attractive price if it decides to part ways with Holcim.

  • A separation may, however, be unlikely as Holcim has a track record of working with strategic partners in several emerging markets. If this were repeated in the Indian market, it would ensure that a global major works in tandem with, and not as an aggressive competitor to, Gujarat Ambuja.

    The benefits of synergy at the ground level now available would get enhanced as Holcim brings its expertise to the table; overlap is limited in terms of geographies. As a fine balance emerges between demand and supply in the key markets for the two companies, the strategic partnership would enhance pricing clout, too. The combine would have two of the more powerful brands in the sector.

  • Holcim's expertise in the use of alternative fuels (to coal) and waste materials, its strength in the use of information technology in manufacturing and marketing and its experience in the ready-mix concrete business are likely to enhance Gujarat Ambuja's operational efficiencies and business opportunities further. As Holcim owns coal-mines in Indonesia, it could emerge as a cost-effective sourcing point.

  • The terms of the deal also require Holcim to route its acquisitions through Ambuja Cement India. This ensures that Holcim and Gujarat Ambuja do not end up competing for the same property and bid up prices. This also leaves them with the flexibility to ensure that the acquisitions complement each other geographically.

  • We believe that Ambuja Cement India could be listed through a small float a year or two from now. A listed face will suit Holcim and Gujarat Ambuja as it could unlock value, provide a valuable benchmark and ensure transparency. Such an outfit would attract investor interest as it will offer exposure to an MNC cement play.

    A merger of Ambuja Cement Eastern and ACC is likely. A merger of ACC with Ambuja Cement India, especially if the latter gets listed, may also remain a strategic option, which would be value-accretive should it be exercised. Such a course would remove from Ambuja Cement the character of an `investment vehicle'.

  • The deal is the latest instance that highlights the deft manner in which the Ambuja group handles financial matters. This, too, provides a high degree of comfort for investors. For ACC, the deal could mean that its stock tails fundamentals without any premium element for a takeover situation.

    For several years, ACC remained vulnerable to a hostile bid which, to an extent, explained the higher price earnings multiple that the stock enjoyed. Ever since Gujarat Ambuja picked up the Tatas stake, there has been a quantum improvement in the operating efficiency levels of ACC. It has also become aggressive in marketing and acquisitions.

    For instance, in the boom year of 1999-2000, when the industry grew by 15 per cent, ACC was a laggard. But over the past four years, it has pushed volumes aggressively. It also absorbed lower prices in 2003 in an effort to market the entire output of its new unit in Maharashtra and ensure 100 capacity utilisation. With Holcim now likely to play an active role in the day-to-day management, ACC, too, is likely to benefit from its expertise.

    This deal is a positive for ACC over the long term, but the stock price could for now trade at lower levels compared to the open offer price of Rs 370. There is a good chance that at least half of the holdings will be accepted in the open offer.

    Given the improvement in fundamentals and the likelihood of further progress, shareholders can hold the stock. A view on the open offer can wait till it opens for tendering on March 9. For shareholders of Ambuja Cement Eastern, the open offer is a good exit opportunity.

    At the industry level, the Gujarat Ambuja-Holcim combine means a greater threat than before to competition, especially Grasim Industries. With 33 million tonnes, the latter is the leader in terms of capacity. It has just completed a buyout of Larsen & Toubro's cement business and the enhanced competitive threat could lengthen the payback period.

    India Cement, Jaiprakash Associates, Mysore Cement, Gujarat Sidhee Cement and Prism Cements would now be prime candidates for acquisition. Two outfits that would be much sought after, but which are unlikely to play ball, are Madras Cements and Shree Cement. They can, however, take comfort from knowing that their capacities can command an attractive price, if and when they decide to either sell out or rope in a strategic partner.

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