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VALUE CREATION THROUGH M&A : CROSS BORDER ACQUISITIONS 1 ASSOCHAM - 3rd National Conference on “Value Creation through Mergers & Acquisitions” Hotel Shangri-La, New Delhi, 25 March 2015

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VALUE CREATION THROUGH M&A :CROSS BORDER ACQUISITIONS

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ASSOCHAM - 3rd National Conference on “Value Creation through Mergers & Acquisitions”

Hotel Shangri-La, New Delhi, 25 March 2015

TRENDS OF OUTBOUND M&A FROM INDIA

01

OUTBOUND M&A

fast becoming a significant source of cross border investment

India expanding abroad

direct access to newer and more extensive markets and better technologies

Global Reach

33

INDIA OUTBOUND M&A TREND - SECTORS

44

Manufacturing, Financial/Insurance/Business Services and Mining/Agriculture have been Dominant industries in India’s outbound M&A activities in recent years.

* Includes Investments in Real Estate until December 2012

Source: RBI database on Overseas Investments

Breakdown of India’s cross-border M&A activity by industry group (in USD millions) 2011-2014

Manufacturing27%

Financial, Insurance &

Business Services*

23%

Agriculture & Mining 21%

Transport, Storage &

Communication Services

11%

Other sectors18%

INDIA OUTBOUND M&A TREND - SECTORS

55

Manufacturing, Financial/Insurance/Business Services and Mining/Agriculture have been Dominant industries in India’s outbound M&A activities in recent years.

* Includes Investments in Real Estate until December 2012

Source: RBI database on Overseas Investments

Breakdown of India’s cross-border M&A activity by industry group (in USD millions) Total 2011-2014

DRIVERS BEHIND CROSS BORDER DEALS

02

FACTORS DRIVING CROSS BORDER M&A

77

FACTORS DRIVING CROSS BORDER M&A

88

FACTORS DRIVING CROSS BORDER M&A

99

FACTORS DRIVING CROSS BORDER M&A

1010

FACTORS DRIVING CROSS BORDER M&A

1111

FACTORS DRIVING CROSS BORDER M&A

1212

FACTORS DRIVING CROSS BORDER M&A

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THE INDIAN ENVIRONMENT FACTORS FOR CROSS BORDER ACQUISITIONS

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FACTORS DRIVING CROSS BORDER M&A

• Access to financing and capital

• policy and regulatory obstacles

• stable political environment

• The new Act removed some barriers to international mergers

• norms for foreign investment by Indian corporates

Liberal RBI Regulatory

Policy

Amendment in

Companies Act, 2013.

Access to Financing and capital

Stable political

environment

1515

CHARACTERISTICS OF INDIAN ACQUISITIONS OVERSEAS

04

CHARACTERISTICS OF INDIAN ACQUISITIONS OVERSEAS

Strategic Acquisitions

Deal SizeTargeting developed economies

Seizing Opportunities

17

WAY FORWARD FOR OUTBOUNDCROSS BORDER M&A

05

PROSPECT OF INDIA’S OUT-BOUND CROSS BORDER M&A

AND KEY FACTORS OF SUCCESS

Organisational structure / Strategic

approach to location

decisions

Comprehensive due diligence

Leadership’s commitment

and communication

Post-deal integration

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FLEXIBLE ORGANISATION AND COMPREHENSIVE DUE DILIGENCE ARE CRITICAL FACTORS FOR SUCCESSFUL CROSS BORDER DEALS

Experience in the industry

Expertise in different areas

Site visit Negotiation skills in international

context

Time

Familiar with the strategic and financial

rationale behind the acquisition

Team with international experience and training

Clear rules of engagement

Tools adapted to the

international environment

Healthy flow of information

MAKE SURE THAT THERE IS AN EFFECTIVE FLEXIBLE STRUCTURE AND A

STRONG DUE DILIGENCE TEAM IN PLACE TO PERFORM CROSS BORDER M&A

STRATEGIC APPROACH FOR LOCATION DECISIONS FOR

CROSS BORDER DEALS

Coping with country risks

Pre-integration planning

Dealing with political sensitivities or historical tensions

Learning from previous deals

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COMMUNICATION IS EVEN MORE CRITICAL THAN FOR

DOMESTIC DEALS

Externally with

customers, suppliers and

partners

Internally with employees

Externally with

regulators, shareholders,

and competitors

With other stakeholders

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UNDERSTANDING OF DIFFERENCES AND LOCAL

ENVIRONMENT IS CRITICAL

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POST DEAL INTEGRATION IS CRITICAL

Integration

Post deal

Operations

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Mazars is present in 5 continents.

www.mazars.co.in

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Our offices:

Bengaluru

No 102, Gangadhara Chetty Road

Near Ulsoor Lake

Bangaluru 560042

Tel: +91 80 2554 9666

Delhi/NCR

Plot No. 421, IInd Floor

Udyog Vihar , Phase IV

Gurgaon 122016

Tel: +91 124 481 4444

Mumbai

Army & Navy Building

148 – MG Road

Mumbai 400001

Tel: +91 22 6158 7200

Pune

III Floor, Pro 1 Business Centre

Plot no 34+35, Senapati Bapat Road

Pune 411016

Tel: +91 20 2565 3365

CONTACT:

Mazars

Nicolas Ribollet

Email : [email protected]