july september 2018 - skp group€¦ · particulars 2017 q2 2018 q3 2018 movement* mergers &...

Investment Chronicle

July – September 2018

skpgroup.com

Deepti Ahuja

Vice President

Global Sales, Indirect Tax and Transfer Pricing

SKP Business Consulting LLP

© 2018 SKP Business Consulting LLP. 2

Foreword

We are pleased to present SKP Investment Chronicle – our quarterly update that focuses on the deal-making landscape in India, comprising Mergers and Acquisitions (M&As) and equity investments and exits. In this report, we look at India’s transactions arena in the third quarter of 2018.

The first three quarters for the year 2018 witnessed transactions valued over USD 90 billion representing 1600 deals compared to USD 62 billion for the same period in the year 2018. This was primarily dominated by Mergers and Acquisitions contributing to almost 60-70% of the total deal value with over 650 deals. This sharp increase in transactions has been primarily on account of the big-ticket investments, wherein the top 10 investments contributed to almost USD 50 billion of the total deal size. Geographical expansion, consolidation and stressed assets sale were some of the key drivers behind some of the big-ticket transactions.

M&A activities in this year were driven by the big-ticket inbound and domestic acquisitions in Materials, Consumer Discretionary, Telecommunication, Industrial, and Information Technology sectors. While M&A activities for this year are on a peak, equity investments failed to show any charm and have witnessed deals worth approximately USD 18 billion and volume of 800 deals. The equity investments in the first three quarters of 2018 declined by almost 20 percent both in terms of deal value and volume.

As per a report published by the International Monetary Fund, India’s GDP is expected to grow at 7.3 percent in 2018 and 7.5 percent in 2019-20. India is still facing headwinds arising from rising core and fuel inflation and depreciating rupee, towards which regulators have initiated necessary steps to mitigate the risks.

Future outlook for Indian deal terrain looks attractive and is expected to continually gain momentum on the backdrop of numerous structural initiatives, robust private consumption and the opening of most of the sectors for foreign investments. Relaxed FDI restrictions and abolishment of FIPB regulations have led to simpler approval regime thereby attracting foreign investments in India. Besides, there are several stressed corporate assets under restructuring mode offering better valuations which may increase the deal volume in the last leg of 2018.

Investment Chronicle: July – September 2018

Quarterly Compass

Deal Value Mix

Source: SKP analysis

Particulars 2017 Q2 2018 Q3 2018 Movement*

Mergers & Acquisitions 926 219 193 -12%

Equity Investments 1345 258 227 -12%

Private Equity Exits 285 66 46 -30%

Total 2556 543 466 -14%


* The movement mentioned above is a comparison between Q2 2018 and Q3 2018.

Deal Volume Mix

Particulars 2017 Q2 2018 Q3 2018 Movement*

Mergers & Acquisitions 34,868 30,614 12,516 -59%

Equity Investments 34,613 7,003 6,258 -11%

Private Equity Exits 12,493 9,731 908 -91%

Total 81,974 47,348 19,682 -58%

USD million Average EInv Deal

Value

USD 27.57 million

Top PEE Deal Value

USD 360.21 million

Average M&A Deal

Value

USD 64.85 million

Top FDIInflow by

Sector

Services

Top Indian State by

deal value

Haryana

Hot Sector

Materials

Top M&A Deal value

USD 4200million

Emerging Segment

Internet Retail and Software

M&A CAGR

(4 years)

25%

Top Outbound

Partner

USA

Top EInv Deal value

USD 1200 million

EInvCAGR

(4 years)

17%

M&A - Merger & Acquisitions EInv - Equity Investments PEE - Private Equity Exits


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Overview Mergers And Acquisitions

615

Deal Trends

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31441,884

12,658

21,165

30,614

12,516

10,351

6,329

10,662

6,576

7,003

6,258 2,066

2,294

4,558

1,263

9,731

908

Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018

PEE

EInv

M&A

1,271 685

9,290

18,728

11,651

1,836 601

873

752

1,130

17,559

1,429 248 260

427

891

1,067

387 1,023 65

2,189

416

336

8,864

Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018

Others

Outbound

Inbound

Domestic


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Equity Investments (EInv) Private Equity Exits

615

Source: SKP analysis *Others primarily includes exit through buy-back and IPO

7,679

3,866

6,820

2,748

3,983

3,169

719

509

1,897

2,051

1,251

15

797

1,552

1,230

1,114

1,294

2,465

1,156

403

715

663

475

609

Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018

Others

Venture Capital & Debt

Public Equity

Private Equity

122 0

2323

315

7,977

157

953 1,119

1,896

344

612

590

633248

48

334

1,103

117

357 928

292

270

38

44

Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018

Others*

Secondary Sale

Open Market

M&A

Deal Trends Investment Chronicle: July – September 2018

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Sector Insights

Telecommunication

Energy

IndustrialConsumer Staples

Consumer Discretionary

Financials

Materials

Healthcare

Information Technology

M&A USD 362.36 million 63 Deals

EInv USD 2253.05 million 105 Deals

PEE USD 188.68 million 18 Deals

M&A USD 2,746.55 million 19 Deals


PEE - 4 Deals


EInv - -

PEE - -







M&A - -

Einv - -

PEE - -



PEE USD 141.09 million 7 Deal


EInv USD 1,314.24 million 17 Deals

PEE - 1 Deal




Bird’s Eye View



PEE - -

Utilities


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SectorQ3 2016 Q3 2017 Q2 2018 Q3 2018 Weights Movement in

value*Value Deals Value Deals Value Deals Value Deals Q2 2018 Q3 2018

Consumer Discretionary 1,479 104 1,251 93 24,739 105 820 83 52% 4% -97%

Consumer Staples 272 25 585 33 634 29 1,335 25 1% 7% 111%

Energy 979 4 0 1 0 3 1 2 0% 0% 0%

Financials 11,084 56 3,493 84 1,859 75 1,522 56 4% 8% -18%

Healthcare 2,353 49 683 36 1,102 41 2,928 35 2% 15% 166%

Industrials 453 53 622 64 2,944 57 2,259 56 6% 11% -23%

Information Technology 3,332 249 3,172 219 5,953 187 2,804 186 13% 14% -53%

Materials 2,218 26 150 22 2,762 27 7,590 17 6% 39% 175%

Telecommunication 7,300 1 7 3 6,756 4 0 0 14% 0% -100%

Utilities 493 10 544 16 599 15 423 6 1% 2% -29%

Total 29,962 577 10,507 571 47,348 543 19,682 466 100% 100% -58%


* The movement mentioned above is a comparison between Q2 2018 and Q3 2018.

Sectoral Panorama USD million

Sector Insights Investment Chronicle: July – September 2018

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India announced mergers and acquisitions worth

approximately USD 12.52 billion in Q3 2018, taking the

deal tally in Q3 to 193 transactions. M&A activities in

this quarter are down by 11.87 percent in terms of

deal volume with 193 deals as compared to 219 deals

in Q2 2018, and in value terms by 59.12 percent with

deals worth USD 12.5 billion announced in Q3 2018 as

compared to deals worth USD 30.61 billion in Q2 2018.

The top three transactions in terms of deal value

account for approximately 63 percent of the total value

of M&A transactions in Q3 2018.

In Q3 2018, UPL Limited in its quest to become one of

the world’s largest global crop protection companies

announced the acquisition of Arysta LifeScience Inc.

through its subsidiary. This transaction alone accounts

for 33.6 percent of the total value of M&A transactions

in 2018. Other big-ticket transactions in the Materials

sector include Hindalco Industries Ltd’s acquisition of

Aleris Corp for USD 2.58 billion through Novelis Inc.

Materials and Healthcare are the top sectors in Q3

2018 in terms of deal value. Transactions in the

Materials and Healthcare sectors account for

approximately 59.4 and 21.9 percent of the total value

of transactions in Q3 2018 respectively. The total value

of M&A transactions in the first three quarters ending

September 2018 is USD 64.29 billion representing 681

M&A transactions.

Cross-border expansion plans, strategic growth,

internal reorganization, consolidation seem to be the

driving forces for the key M&A transactions in this

quarter, driven by big ticket acquisitions in Materials,

Healthcare and Industrials sectors.

Q3 saw subdued M&A activity due to significant

economic, political developments and trade wars in

India and globally that have affected the M&A market.

FDI restrictions in several sectors such as defence,

pharmaceuticals and civil aviation have been relaxed.

In the backdrop of plenty of stressed corporate assets

on offer at tempting valuations, India is expected to

see more mergers and acquisitions in the last leg of

2018.

Deal Buyer Target Type Value % Sought Sector

1 UPL Corporation Ltd Arysta LifeScience Inc Others 4,200 100 Materials

2 Novelis Inc Aleris Corp Others 2,580 100 Materials

3 IHH Healthcare Berhad Fortis Healthcare Ltd Inbound 1,068 57.05 Healthcare

4 Volcan Investments Ltd Vedanta Resources Plc Others 1,027 33.47 Industrials

5 Aurobindo Pharma USA IncSandoz Inc, Dermatology and Oral Solids Businesses

Others 1,000 100 Healthcare

Top M&A Deals

Mergers and Acquisitions

USD million


Total Deal Volume

193

Total Deal Value

USD 12,516 million

Top Sector

Materials

Top Outbound Country

USA

Top Region

Haryana


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SECTORMaterials

DEAL TYPEOthers

DEAL VALUEUSD 4200 million

% SHARE100%

RATIONALEProduct and Market Expansion

SECTORMaterials

DEAL TYPEOthers

DEAL VALUEUSD 2580 million

% SHARE100%

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Target: Novelis Inc.

Buyer: Aleris Corporation

Target: UPL Limited

Buyer: Arysta LifeScience Inc

On July 20 2018, Mumbai Based UPL Limited agreed to acquire US-based Arysta LifeScienceInc through its wholly owned subsidiary, UPL Corporation Limited. UPL Limited, one of the leading global crop protection products companies has partnered with Abu Dhabi Investment Authority and TPG Capital to acquire Arysta LifeScience Inc for USD 4.2 billion in cash.

Arysta LifeScience Inc is a global provider of innovative crop protection solutions, including BioSolutions and Seed Treatment. UPL and Arysta’s combination will create a global leader in agriculture solutions with a diversified portfolio across all market segments and best in class manufacturing and R&D facilities. The acquisition will give UPL access to a variety of patents and new geographical markets to expand.

The transaction is still subject to approvals from regulatory authorities and is expected to be completed by early 2019 at the latest.

On July 26 2018, Mumbai headquartered Hindalco Industries Ltd’s wholly owned subsidiary, Novelis Inc, agreed to acquire US-based Aleris Corporation. Novelis, the world leader in aluminum rolling and recycling, will pay approximately USD 2.58 billion to acquire AlerisCorporation in a debt financing transaction.

As a part of this transaction, Novelis Inc will acquire all the 13 manufacturing facilities of Aleris Corporation located across North America, Asia and Europe. The acquired units will increase the combined capacity to around 4.7 million tonnes.

With this acquisition, Novelis Inc will have access to Aleris Corporation’s customer base spread across construction and aerospace segments.

DEAL HIGHLIGHTS

DEAL HIGHLIGHTS

Prime Deals

RATIONALEGeographical Expansion


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Deal Investor Target Type Value % Sought Sector

1Abu Dhabi Investment Council, TPGCapital Inc

UPL Corporation Ltd Private Equity 1,200 22 Consumer Staples

2Lightspeed Venture Partners IX LP, Sequoia Capital India IV Ltd, etc.

Oravel Stays Pvt Ltd Venture Capital 1,000 NA Information Technology

3 KKR Asian Fund III LP Ramky Enviro Engineers Ltd Private Equity 530 60 Industrials

4 PI Opportunities Fund I HDFC Bank LtdQualified Institutional Placement

404 NA Financials

5 Quebec Deposit and Investment Fund CLP India Pvt Ltd Private Equity 363 40 Utilities

10Source: SKP analysis

The third quarter of 2018 witnessed private equity

investments worth USD 6258.5 million in India. The

total value of deals in this quarter, majorly driven by

the Information Technology sector, has fallen by 10.63

percent as compared to Q2 2018, while there is a 12

percent fall in the volume. The Information Technology

sector alone accounts for approximately 36 percent of

the total deal value and 46 percent of total deal volume

in this quarter.

The first three quarters of 2018 witnessed Private

equity investments worth USD 19.84 billion

representing 809 deals compared to transactions

worth USD 23.95 billion representing 1025 private

equity investment deals during the same period in

2017. Q2018 witnessed multiple billion dollar

transactions. The biggest PE deals reported during the

third quarter included investment of USD 1200 million

by Abu Dhabi Investment Council and TPG Capital Inc

in UPL Corporation Ltd, which utilized the funding to

acquire Arysta LifeScience Inc. The other billion dollar

deal included Oravel Stays Pvt Ltd, operating as OYO

Hotels raising USD 1000 billion venture funding from

its existing investors.

India is rapidly becoming a home to start-ups focused

on high growth areas such as mobility, e-commerce

and other vertical specific solutions, creating new

markets and driving innovation. Increasing efforts by

the Government of India to ease doing business in

India has attracted more foreign as well as domestic

investments in 2018.

On the regulatory front, SEBI to increase the maximum

investment by angel funds in venture capital

undertakings to INR 10 crore from INR 5 crore. 100%

FDI in single brand product retail trading is now

permitted through automatic route. The issue of equity

shares against non-cash consideration is permitted

under the automatic route in specific sectors. Under

the newly issued FEMA regulations 2017, Foreign

venture capital investors are now permitted to invest in

non-convertible instruments.

Top Equity Investment Deals USD million

Equity Investments

Total Deal Volume

227

Total Deal Value

USD 6258 million

Emerging Segment

Internet Retail

Top Region

Maharashtra

Top Sector

Information Technology


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SECTORInformation Technology

DEAL TYPEVenture Capital

DEAL VALUEUSD 1,000 million

% SHARENA

RATIONALEGlobal Expansion

SECTORIndustrials

DEAL TYPEPrivate Equity

DEAL VALUEUSD 530 Million

% SHARE60%

RATIONALEVenturing into critical sector

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Target: Ramky Enviro Engineers Ltd

Buyers: KKR Asian Fund III LP

Target: Oravel Stays Pvt Ltd

Buyers: SoftBank Vision Fund, Sequoia Capital, LightspeedVenture Partners, etc

On September 25 2018, Oravel Stays Pvt Ltd operating as OYO Hotels announced the raising of USD 1 billion from existing investors, which include SoftBank Vision Fund, Sequoia Capital and Lightspeed Venture Partners.

OYO, an online technology platform headquartered in Gurugram for booking budget hotels and guest houses in India, has recently expanded its operations in China, Malaysia, Nepal and Britain. The fresh capital will be deployed to scale up operations in the recently ventured countries and invest further in technology and talent. This funding values OYO at USD 5 billion to become one of the most valued startups in India.

Through its multiple recent acquisitions such as online marketplace Weddingz.in, Internet of Things (IoT) technology company AblePlus Solutions Pvt Ltd and service apartment company Novascotia Boutique Homes, OYO has been demonstrating its focus towards expedited growth.

In the largest deal by a private equity firm in this segment in India, US-based KKR and Co announced the acquisition of 60 percent stake in Hyderabad-based Ramky Enviro Engineers Ltd, industrial waste management and environmental services provider for USD 530 million.

India’s waste management programme, Swachh Bharat, is aimed at reducing waste in 4,000 cities. Ramky Enviro Engineers Ltd has a presence across 60 locations in 20 Indian states. It is also present outside India in Singapore, Oman and the United Arab Emirates.

The completion of this transaction will lead to KKR’s first ever global deal in the waste management sector. KKR and Co is investing in the only comprehensive environmental management company offering end-to-end environmental and waste management services and infrastructure to reduce pollution in the country. The PE firm aims to strengthen the company’s focus on environmental and safety initiatives through engineering innovation, attracting managerial talent and boosting efficiency.

DEAL HIGHLIGHTS

DEAL HIGHLIGHTS

Prime Deals Investment Chronicle: July – September 2018

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The aggregate value of Private equity exits in Q3 2018

reached USD 908.06 million, representing a huge

decline of 90 percent in the total deal value, compared

to the second quarter with a total deal value of USD

9730.67 million. This quarter witnessed 46 private

equity exit transactions as compared to 66 in the

previous quarter, representing a decline of 30 percent.

The top 3 deals account for 68 percent of the total deal

value of the quarter.

The Financials sector represented by International

Financial Corp, Kedaara Capital Fund and Warburg

Pincus India’s sale of 13 percent stake in AU Small

Finance Bank Ltd through open market transactions

accounted for 39 percent of the total private equity exit

deal value in Q3 2018, followed by Information

Technology sector represented by Private Equity firm

Baring Asia Private Equity’s 8.42 percent stake sale in

Hexaware Technologies Ltd. Financials and information

technology sectors represent 18 percent of the value of

private equity transactions in Q3 2018.

Mergers & Acquisitions have been the most favoured

private equity exits routes in this quarter followed by

Initial public offerings. Capital markets have also been

an attractive exit opportunity in India.

As fund sizes continue to grow, Private equity funds are

expected to make large acquisitions in India with

greater exposure, larger stakes and increased strategic

role. The Indian private equity arena is witnessing an

increase in deal sizes, increase in fund sizes, easy

availability of capital, increased investments in IT and

technology sectors, positive IPO market- creating an Exit

Avenue and consolidation within industries.

Deal Seller Target Type Value % Sought Sector

1International Finance Corp, Kedaara Capital Fund, Warburg Pincus India Pvt Ltd

AU Small Finance Bank Ltd Open Market 360 13% Financials

2 The Baring Asia Private Equity Fund V Hexaware Technologies Ltd Open Market 160 8.42% Information Technology

3 India Equity Partners Fund Advisors Pvt Ltd Spoton Logistics Pvt Ltd Secondary Sales 100 100% Industrials

4 Apollo Management LP Welspun Corp Ltd Open Market 34 8.11% Materials

5Black Dragon Capital LLC

Indus Software Technologies Pvt Ltd M&A 29 98.46% Information Technology

Top Equity Exit Deals USD million

Private Equity Exits

Total Deal Volume

46

Total Deal Value

USD 908 million

Top Sector

Financials

Emerging Segment

Internet, Software and Services

Top Region

Maharashtra


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SECTORFinancials

DEAL TYPEOpen Market

DEAL VALUEUSD 360.21 million

% SHARE13%

RATIONALProfitability and return on investment

SECTORInformation Technology

DEAL TYPEOpen Market

DEAL VALUEUSD 160.13 million

% SHARE8.42%

RATIONALEGradual monetization of stake

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Target: Hexaware Technologies Ltd.

Seller: Baring Asia Private Equity Fund V

Target: AU Small Finance Bank Ltd

Seller: International Finance Corp, Kedaara Capital Fund, Warburg Pincus India Pvt Ltd

International Finance Corp, Kedaara Capital Fund and Warburg Pincus India Pvt Ltd have sold 13 percent stake in AU Small Finance Bank Ltd for USD 360.21 million through block transactions. IFC, Kedaara Capital and Warburg Pincus cut down their stake in AU Small Finance Bank to 3.53, 2.63 and 6.99 percent respectively.

Among the buyers of the shares were AU Small Finance Bank’s promoter Sanjay Agarwal, SBIMutual Fund, Nomura India Investment Fund Mother Fund, Reliance Mutual Fund and SundaramMutual Fund. IFC, Kedaara Capital Fund and Warburg Pincus have earned stellar returns from their partial sale in Jaipur-based AU Small Finance Bank.

AU Small Finance Bank Ltd headquartered in Jaipur, received the licence from the Reserve Bank of India to set up a small finance bank in December 2016 and commenced its operations from April 2017.

On August 24 2018, UK-based private equity major Baring Private Equity Partners announced the sale of 8.42 percent stake representing 25 million shares in Mumbai-based Information Technology company, Hexaware Technologies Ltd through a block transaction to undisclosed institutional investors, believed to include Citi Group and Societe Generale.

The Asia-focused private equity firm held 71.22 percent stake in Hexaware Technologies through its wholly owned subsidiary HT Global IT Solutions Holdings Ltd prior to the sale. This transaction has earned the investor an internal rate of return of ~25 percent over five years. The sale is believed to form a part of the PE firm’s strategy to monetize its stake in the IT company, to be further brought down to 51 percent gradually.

Baring Private Equity Partners, which also holds significant stakes in other IT firms in India, demonstrate a shift in investment trend in the information technology sector in India from legacy IT services to digital technology, including cloud and automation.

DEAL HIGHLIGHTS

DEAL HIGHLIGHTS

Prime Deals Investment Chronicle: July – September 2018

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Consumer Discretionary

14Source: SKP analysis

Materials Consumer Staples

IT & ITES

Financials

Healthcare

Utilities

Industrials

Top five states by transactions(Domestic + Inbound Deals)

The Indian Terrain

Top Sectors

60 Deals 14 Deals 11 Deals

4 Deals

Top Sectors


15 Deals 6 Deals

Haryana

M&A USD 1183 million 10 Deals

PEI USD 1080 million 20 Deals


Top Sectors


3 Deals

Telangana



PEE USD 7 million 2 Deals

Top sectors


3 Deals

Tamil Nadu




Top Sectors


5 Deals

Maharashtra




Karnataka





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Source: SKP analysis 15

HIL Ltd. to acquire Parador Holding GmbH

Deal value: USD 97.36 million % Sought: 100%

Sector: Consumer Discretionary

Hyderabad-based HIL Ltd has acquired 100,000 shares of Germany –based Parador Holdings GmbH for USD 97.36 million in cash through its wholly owned subsidiary, HILInternational GmbH.

Parador Holdings manufactures products for designing floors and walls, including laminate flooring and engineered wood flooring. With this acquisition, HIL Ltd will gain entry into the European market and expand its product portfolio. The acquisition will also help HIL enter into Southeast Asia and the US markets.

Aurobindo Pharma Ltd.to acquire ApotexInternational Inc’s European operations


Sector: Healthcare

Hyderabad-based Aurobindo Pharma Ltd, marketer and manufacturer of generic pharmaceuticals has agreed to acquire Apotex International Inc’s businesses in Poland, Czech Republic, the Netherlands, Spain and Belgium. The deal is still subject to regulatory approvals from Dutch and Polish authorities.

With this acquisition, Aurobindo Pharma will gain entry into East European markets. The acquisition includes a portfolio of over 200 prescription drugs and 88 OTC products and an additional pipeline of over 20 products.

Infosys Ltd. to acquire Fluido Oy


Sector: Industrials

Bengaluru-based Infosys Ltd, technology and consulting firm has agreed to acquire Finland-based Fluido Oy, a salesforce advisor and consulting partner.

This acquisition will elevate Infosys’s presence in the Nordic region and strengthen its position as a salesforce enterprise cloud services provider. Fluidohas customers in manufacturing, energy, retail and, telecommunications sector.

Sterlite Technologies Ltd. will acquire Metallurgica Bresciana S.p.A


Sector: Industrials

Maharashtra-based Sterlite Technologies Ltd announced the acquisition of Italy-based Metallurgica Bresciana S.p.Athrough its wholly owned subsidiary Sterlite Technologies SpA. The whole cash transaction will expand SterliteTechnologies Ltd’s presence in Europe.

Future Lifestyle Fashions Ltd . to acquire Koovs Plc

Deal value: USD 20.12 million % Sought: 29.90%

Sector: Consumer Discretionary

Mumbai-based Future Lifestyle Fashions Ltd., India’s integrated fashion company has agreed to acquire a 29.90 per cent stake in London-based online fashion retailer, Koovs Plc.

With this acquisition, Future Lifestyle, which owns and operates brand & multi-brand outlets, department stores, and company operated chains such as Central and Brand Factory. will step into the fashion e-commerce market. Koovs, which curates products from various international brands, has an unbeatable brand and technology platform.

Sector Country Volume USD (million)

USA 9 26.6

Germany 2 104.97

Finland 2 76.92

Top deals by volume

Cross-border Transactions

CANADA

ITALY

FINLANDGERMANY

UNITED KINGDOM


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SKP Transaction Advisory

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Other Publications

Medical Device Industry in India Union Budget 2018

Publications

Investment Chronicle: January - March 2017

Global Expansion UpdatesThe Buy American Act and Trade Agreements Act

Investment Chronicle: January - March 2018


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About SKP Investment Chronicle: July – September 2018

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