MERGER AND ACQUISITIONS IN THE INDIAN BANKING SECTOR. A STUDY OF ICICI BANK Ltd. and STATE BANK OF INDIA ABSTRACT

Transcription

1 MERGER AND ACQUISITIONS IN THE INDIAN BANKING SECTOR A STUDY OF ICICI BANK Ltd. and STATE BANK OF INDIA ABSTRACT The International Banking scenario has shown major changes in the past few years in terms of the Mergers and Acquisitions. Due to the financial system deregulation, entry of new players and products with advanced technology, globalization of the financial markets, changing customer behaviour, wider services at cheaper rates, shareholder wealth demands etc., have been on rise. Mergers and Acquisition is a useful tool for the growth and expansion in any Industry and the Indian Banking Sector is no exception. It is helpful for the survival of the weak banks by merging into the larger bank. This study shows the impact of Mergers and Acquisitions in the Indian Banking sector and two cases have been taken for the study as sample to examine the as to whether the merger has led to a profitable situation or not. For this purpose, a comparison between pre and post merger performance in terms of Operating Profit Margin, Net Profit Margin, Return on Assets, Return on Equity, Earning per Share, Debt Equity Ratio, Dividend Payout Ratio and Market Share Price has been made in case of ICICI Bank and SBI. In case 1, (ICICI Bank) Net Profit and Return on Assets have showed an improvement after the merger but in case of the other parameters there is no significant improvement in the performance. In case 2, (SBI), there is no significant improvement in the performance after the merger as the merger was mainly in the interest of the public. In the initial stage, after merging, there may not be a significant improvement due to teething problems but later they may improve upon. Key words: Mergers. Acquisitions, Financial Performance, Ratio, Profitability 1

2 MERGER AND ACQUISITIONS IN THE INDIAN BANKING SECTOR A STUDY OF ICICI BANK Ltd. and STATE BANK OF INDIA The International Banking scenario has shown major changes in the past few years in terms of the Mergers and Acquisitions. Due to the financial system deregulation, entry of new players and products with advanced technology, globalization of the financial markets, changing customer behaviour, wider services at cheaper rates, shareholder wealth demands etc., have been on rise. In this scenario, Mergers and Acquisitions is one of the widely used strategies by the banks to strengthen and maintain their position in the market. Companies are confronted with the facts that the only big players can survive as there is a cut throat competition in the market and the success of the merger depends on how well the two companies integrate themselves in carrying out day to day operations. Banks will get the benefits of economies of scale through mergers and acquisition. For expanding the operations and cutting costs, Business Entrepreneur and Banking Sector is using mergers and acquisitions world wide as a strategy for achieving larger size, increased market share, faster growth, and synergy for becoming more competitive through economies of scale. A Merger is a combination of two or more companies into one company or it may be in the form of one or more companies being merged into the existing companies. On the other hand, when one company takes over another company and clearly well known itself as the new owner, this is called as Acquisition. The banks must follow the legal procedure of mergers and acquisitions which is given by the Reserve Bank of India, SEBI, Indian Companies Act and Banking Regulation Act Mergers and acquisitions is not a short term process, it takes time to take decisions after examining all the aspects. Indian Corporate Sector had stringent control before liberalization but, the Government has initiated the Reform after 1991 which resulted in the adaptation of the different growth and expansion strategies by the Companies. Landmarks in Indian Banking Sector The Banking System of India was started in 1770 and the first Bank was the Indian Bank known as the Bank of Hindustan. 1840: Bank of Bombay 1843: The Bank of Madras 1840: Bank of Calcutta 1921: All the above banks were merged and formed a new bank known as Imperial Bank of India. 1955: Imperial Bank was partially nationalized and was named as State Bank of India 1969: 14 banks were nationalized 1980: 6 more banks were nationalized 1993: the New Bank of India was merged with The Punjab National Bank 2

3 Indian Banking can be divided into three main phases: Phase I ( ): Initial phase of Banking in India where many small banks were set up Phase II ( ): Nationalization, Regularization and Growth marked this period Phase III (1991 onwards): Liberalization and its aftermath In post liberalization regime, Government had initiated the policy of liberalization and licenses were issued to the private banks which led to the growth of the Indian Banking Sector. In the recent times, Indian Banking Industry showed a tremendous growth because of an increase in the retail credit demand, proliferation of ATMs and debit cards, decreasing NPAs, improved macro economic conditions, diversification, interest rate spreads and regulatory and policy changes. Literature Review and Gap Under this study, the researcher reviewed research papers for the purpose of providing an insight into the work related to Merger and Acquisitions (M&As). A firm can achieve growth both internally and externally. Internal growth may be achieved by expanding its operation or by establishing new units, and external growth may be in the form of Merger and Acquisitions (M&As), Takeover, Joint venture, Amalgamation etc. Many studies have investigated the various reasons for Merger and Acquisitions (M&As) to take place, just to look into the effects of Merger and Acquisitions on Indian financial services sector. Goyal K.A. & Joshi Vijay (2011) 1 in their paper, gave an overview on Indian banking industry and highlighted the changes occurred in the banking sector after post liberalization and defined the Merger and Acquisitions as per AS-14. The need of Merger and Acquisition in India has been examined under this study. It also gave the idea of changes that occurred after M&As in the banking sector in terms of financial, human resource & legal aspects. It also described the benefits come out through M&As and examined that M&As is a strategic tools for expanding their horizon and companies like the ICICI Bank has used merger as their expansion strategy in rural market to improve customers base and market share. The sample of 17 Merger of post liberalization and discussed about communication in M&As, the study lightened the role of media in M&As. Kuriakose Sony & Gireesh Kumar G. S (2010) in their paper, they assessed the strategic and financial similarities of merged Banks, and relevant financial variables of respective Banks were considered to assess their relatedness. The result of the study found that only private sector banks are in favor of the voluntary merger wave in the Indian Banking Sector and public sector Bank are reluctant toward their type of restructuring. Target Banks are more leverage (dissimilarity) than bidder Banks, so the merger lead to attain optimum capital Structure for the bidders and asset quality of target firms is very poor except the cases of the HDFC Vs the CBOP merger in The factor behind voluntary amalgamation are synergies, efficiency, cost 3

4 saving, economies of scale. The merging partners strategically similarities and relatedness are very important in the synergy creation because the relatedness of the strategic variable have a significant impact on the Bank performance and the effect of merger on the stock market. Aharon David Y et al., (2 010) 2, analyzed the stock market bubble effect on Merger and Acquisitions and followed by the reduction of pre bubble and subsequent, the bursting of bubble seems to have led to further consciousness by the investors and provide evidence which suggests that during the euphoric bubble period investor take more risk. Merger of banks through consolidation is the significant force of change took place in the Indian Banking sector. Kuriakose Sony et al., (2009) 3, focused on the valuation practices and adequacy of swap ratio fixed in voluntary amalgamation in the Indian Banking Sector and used swap ratio for valuation of banks, but in most of the cases the final swap ratio is not justified to their financials. Schiereck Dirk et al., (2009) 4, explained the relationship between bank reputation after Merger and Acquisitions and its effects on shareholder s wealth. This study considered 285 European merger and Acquisition transaction announced between 1997 and 2002 and finds that on average wealth not significantly effect by Merger and Acquisitions. It is found in the study of Bhaskar A Uday et al., (2009) that Banking sector witness of Merger activities in India when banks facing the problem of loosing old customer and failed to attract the new customers. It described that the acquiring firms mainly focuses on the economies of scale, efficiency gain and address the need of communication and employee concern, and described the integration process was handled by professional and joint integration committee. Road map is prepared and HR integration is done as per schedule and they took a case of the Bank of Punjab acquired the Lord Krishna Bank and later on the Centurion Bank of Punjab acquired by the HDFC Bank and gave the frame of integration. This study regulate the link between communication, HR integration, management action and consequent contribution of post merger success by conducted interview in a recent bank merger, in depth interviews work conducted in a recent mergers of a Indian Bank. It was inferred that proactive communication, changes in organizational structure, and appropriate human resource integration would smoothen the journey towards successful integration. Mantravadi Pramod & Reddy A Vidyadhar (2007) 5 evaluated that the impact of merger on the operating performance of acquiring firms in different industries by using pre and post financial ratio to examine the effect of merger on firms. They selected all mergers involved in public limited and traded companies in India between 1991 and 2003, result suggested that there were little variation in terms of impact as operating performance after mergers. In different industries in India particularly banking and finance industry had a slightly positive impact of profitability on pharmaceutical, textiles and electrical equipments sector and showed the marginal negative impact on operative performance. Some of the industries had a significant decline both in terms of profitability and return on investment and assets after merger. 4

5 Research Gap As observed from the above studies, most of the works have been done on trends, policies and their framework but researchers was not focussed on mergers and acquisitions in the banking sector. The presnt paper would go to investigate the details of Mergers and Acquisitions (M&As) with greater focus on the Indian Banking sector in post liberalisation period. The study will also discuss the pre and the post merger performance of banks. Objectives of the Study The objectives of the paper are: To study the Mergers and Acquisitions of Banks from 1969 to till date To evaluate the banks performance in terms of Operating and Net Profitability To analyse the performance of the Banks after merger in terms of return on Assets To find out the impact of merger on company s debt equity ratio To examine the effects of merger on equity shareholders through EPS and Market Share Price. Methodology Sources of Data: The study is based on secondary data. The financial and accounting data of banks is collected from the Annual report of the select Banks to examine the impact of Mergers and Acquisitions on the performance of the sample banks. Data are also collected from the Bombay Stock Exchange, National Stock Exchange, Securities and Exchange Board of India and Money Control for the study. Sample: Two banks, one from Public Sector and the other from Private Sector, are taken as the sample banks to evaluate the impact of mergers and acquisitions on the performance of the Banks. Period of the Study: To compare the performance of Banks, three years pre merger and three years post merger financial ratios are being computed and compared. The year of merger was considered as a base year. Financial Parameters: The performance of the Banks is made in respect of the financial parameters such as Net Profit Margin, Operating Profit Margin, Return on Assets, Return on Equity. Debt Equity Ratio, Earning Per Share and Market Share Price. Hypothesis: 1. H 0 (Null Hypothesis) There is no significant difference between the pre and post merger Operating Profit Margin 5

6 post merger Operating Profit Margin 2. H 0 (Null Hypothesis) There is no significant difference between the pre and post merger Net Profit Margin post merger Net Profit Margin 3. H 0 (Null Hypothesis) There is no significant difference between the pre and post merger Return on Capital Employed post merger Return on Capital Employed 4. H 0 (Null Hypothesis) There is no significant difference between the pre and post merger Return on Equity post merger Return on Equity 5. H 0 (Null Hypothesis) There is no significant difference between the pre and post merger Earning Per Share post merger Earning Per Share 6. H 0 (Null Hypothesis) There is no significance difference between the pre and post merger Debt Equity Ratio post merger Debt Equity Ratio 7. H 0 (Null Hypothesis) There is no significant difference between the pre and post merger Dividend Payout Ratio post merger Dividend Payout Ratio 8. H 0 (Null Hypothesis) There is no significant difference between the pre and post merger Market share Price post merger market Share Price 6

7 Tools for Analysis: Ratios and percentages are used for the analysis of data and for better understanding, Bar Diagrams are used for the presentation of the data. To test the hypothesis, `t test is employed. The performance of the banks before and after the mergers and acquisitions has been compared. For the pre merger, the combined ratios of both the banks are considered and for the post merger the ratios of acquiring bank were used. Table 1: List of Merger and Acquisitions (M&As) in Indian Banking Industry since Nationalization of Banks Sl. No. Name of the Transferor Bank Name of the Transferee Bank Date of Merger /Amalgamation 1 Bank of Bihar Ltd. State Bank of India November 8, National Bank of Lahore Ltd. State Bank of India February 20, Miraj State Bank Ltd Union Bank of India July 29, Lakshmi Commercial Bank Ltd Canara bank August 24, Bank of Cochin Ltd. State Bank of India August 26, Hindustan Commercial Bank Ltd Punjab National bank December 19, Traders Bank Ltd Bank of Baroda May 13, United Industrial Bank Ltd Allahabad bank October 31, Bank of Tamilnadu Ltd Indian Overseas bank February 20, Bank of Thanjavur Ltd. Indian Bank February 20, Parur Central Bank Ltd Bank of India February 20, Purbanchal Bank Ltd. Central Bank of India August 29, New Bank of India Punjab National Bank September 4, Bank of karad Ltd Bank of India Kashi Nath Seth Bank Ltd. State Bank of India January 1, Bari Doab Bank Ltd Oriental Bank of Commerce April 8, Punjab Co-operative Bank Ltd. Oriental Bank of Commerce April 8, Bareilly Corporation Bank Ltd Bank of Baroda June 3, Sikkim Bank Ltd Union Bank of India December 22, Times Bank Ltd. HDFC Bank Ltd February 26, Bank of Madura Ltd. ICICI Bank Ltd March 10, ICICI Ltd ICICI Bank Ltd May 3, Benares State Bank Ltd Bank of Baroda June 20, Nedungadi Bank Ltd. Punjab National Bank February 1, South Gujarat Local Area Bank Ltd. Bank of Baroda June 25, Global Trust Bank Ltd. Oriental Bank of Commerce August 14, IDBI Bank Ltd. IDBI Ltd April 2, Bank of Punjab Ltd. Centurion Bank Ltd October 1, Ganesh Bank of Kurundwad Ltd Federal Bank Ltd September 2, United Western Bank Ltd. IDBI Ltd. October 3, Bharat Overseas Bank Ltd. Indian Overseas Bank March 31, Sangli Bank Ltd. ICICI Bank Ltd April 19, Lord Krishna Bank Ltd. Centurion Bank of Punjab Ltd. August 29,

8 34 Centurion Bank of Punjab Ltd HDFC Bank Ltd. May 23, The Bank of Rajasthan ICICI Bank Ltd August 13, State Bank of Indore State bank of India August 26, 2010 Source: Compiled from Report on Trend and Progress, RBI, Various Issues Since Nationalization, various Banks have been either merged or acquired and the same along with the dates of Merger/Amalgamation is provided in the Table 1. Table 2: Sample Banks S.No. Acquirer Bank Merged Bank Date of Merger 1 ICICI Bank Bank of Rajasthan Aug 13, State Bank of India (SBI) State Bank of Indore Aug 26, 2010 (Source: Compiled from Table 1) In table 2, the selection of two cases by the researcher for the study is presented. First, the merger of the ICICI Bank and Bank of Rajasthan on Aug 13, 2010, and the second, the merger of the State Bank of Indore with the State Bank of India on August 26, 2010 are selected and analyzed. ICICI Bank is from the Private Sector and SBI is from the Public Sector. To analyse the financial performance of the Banks before and after merger, a few ratios like Operating Profit Ratios, Net Profit Margin, Return on Assets, Return on Equity, Debt Equity Ratio, Dividend Payout Ratio, Earning per Share and Market Price of Share have been calculated and the same are presented in Table 3 and Table 4 for ICICI Bank and the SBI respectively. Ratios Operating Profit Margin = Operating Profit/Sales 100 Net Profit Margin = Net Profit/Sales 100 Return on Assets =Net Profit/Total Assets 100 Return on Equity (ROE) =Net Profit/Equity Share Holder s Funds 100 Debt Equity Ratio (Pure Ratio) = Total Debt/ Share Holder Equity Dividend Payout Ratio = Dividend / Net Income X 100 8

9 Table Financial Performance of ICICI Bank Pre Merger Avg Post Merger Avg. t value Sig. Operating Profit Ratio Net Profit Ratio Return on Assets Return on Equity Earnings per Share Debt Equity Ratio Dividend Payout Ratio Share Price (NSE/BSE) (Source: Compiled from the Financial Statements of Banks) Pre Merger Pre Merger Pre Merger Post merger Post merger Post merger (Figure1: Graphical presentation of Table 3) 9

10 Table 3 shows the analysis of the financial performance of ICICI Bank before and after the merger of Bank of Rajasthan with ICICI. The evaluation is made on the basis of the financial ratios. It is found that there is a difference in the performance after the merger. There is an increase in the average Operating Profit Margin (24.10 % to 27.65%), Net Profit Margin (10.76% vs %), Return on Assets (1.07 % to 1.58%), Return on Equity (8.9 % to 10.35%) and Earnings per Share were (36.43% to 71.07%) in the post merger period. It is only in the case of Debt Equity Ratio and Dividend Payout Ratios, there is a decline in the post merger period. Market Price of the Share has continuously increased during the post merger period and the Average Share Price has risen from Rs. 685 to Rs. 1,245 reflecting upon a favourable impact of Merger. The result of the `t test states that the difference in the Operating Profit Margin, Return on Equity, Earning per Share, Debt Equity Ratio, Dividend Payout Ratio and Market Price of the Share; is statistically not significant therefore, the H 0 is accepted, which says that there is no significant difference between the pre and post merger in case of the ICICI Bank, though there is a difference in absolute terms. The performance of the ICICI bank in terms of the Net Profit Margin and Return on Assets has improved significantly after the merger - H 1 is accepted. Table 4 Financial Performance of STATE BANK OF INDIA Pre Merger Post merger Avg Avg. t value Sig. Operating Profit Ratio Net Profit Ratio Return on Assets Return on Equity Earnings Per Share Debt Equity Ratio Dividend Payout Ratio Share Price (NSE/BSE) (Source: Compiled from Financial Statements of Banks) Table 4 shows the analysis of the financial performance of SBI before and after the merger of State Bank of Indore with SBI. It is found that there is not much difference in the mean of the Operating Profit Margin (22.49 % to 22.70%). There is a decline in the Net Profit Margin (11.42% to 9.02%), Return of Assets (0.98 % to 0.81%), and Return on Equity (15.64 % to 10

11 13.76%). Earnings per Share have increased by percent in the post merger period. There is no significant change in the Debt Equity Ratio and Dividend Payout Ratio. Market Price of the Share showed a continuous decline in the post merger period. Minister of State for Finance Namo Narain Meena said while replying to the debate on the State Bank of India (Subsidiary Banks) Amendment Bill, 2010 in Rajya Sabha that Government has merged the State Bank of Indore with the State Bank of India (SBI) in the public interest Pre Merger Pre Merger Pre Merger Post merger Post merger Post merger (Figure1: Graphical presentation of Table 4) The result states that the performance of the State Bank of India (SBI) has not improved after it acquired the State Bank of Indore. H 0 (Null Hypothesis) is accepted in terms of all the financial parameters viz., Operating Profit Ratio, Net Profit Ratio, Return on Assets, Return on Equity, Debt Equity Ratio, Dividend Payout Ratio, Market Price of the Share and Earning per Share. There is no significant difference in the performance of SBI before and after the merger with State Bank of Indore and the merger was mainly in the interest of the public and not to gain materially. Conclusion Mergers and Acquisition is a useful tool for the growth and expansion in any Industry and the Indian Banking Sector is no exception. It is helpful for the survival of the weak banks by merging into the larger bank. This study shows the impact of Mergers and Acquisitions in the Indian Banking sector and two cases have been taken for the study as sample to examine the as to whether the merger has led to a profitable situation or not. For this purpose, a comparison between pre and post merger performance in terms of Operating Profit Margin, Net Profit Margin, Return on Assets, Return on Equity, Earning per Share, Debt Equity Ratio, Dividend Payout Ratio and Market Share Price has been made in case of ICICI Bank and SBI. In case 1, (ICICI Bank) Net Profit and Return on Assets have showed an 11

12 improvement after the merger but in case of the other parameters there is no significant improvement in the performance. In case 2, (SBI), there is no significant improvement in the performance after the merger as the merger was mainly in the interest of the public. In the initial stage, after merging, there may not be a significant improvement due to teething problems but later they may improve upon. References 1. Aharon David Y, Gavious Ilanit & Yosefa Rami (2010), Stock Market Bubble Effects on Mergers and Acquisitions, The Quarterly Review Of Economics and Finance, 50, Retrieved From 2. Goyal Dr. K.A. & Joshi Vijay (2011), Mergers in Banking Industry of India: Some Emerging Issues, Asian Journal of Business and Management Sciences, Issn: , Vol. 1 No. 2, [ ], Retrieved From 5. Kuriakose Sony & Gireesh Kumar G. S (2010), Assessing the Strategic and Financial Similarities of Merged Banks: Evidence from Voluntary Amalgamations in Indian Banking Sector, Sci. & Soc, 8(1) 49-62, Retrieved From 7. Mantravadi Pramod & Reddy A Vidyadhar. (2007), Relative Size In Mergers And Operating Performance: Indian Experience, Economic and Political Weekly, September 29, Retrieved From 8. Dr. K B Das & CA (Dr) Sanjeev Singhal, Impact of Reforms on Efficiency of the Commercial Banks in India, Indian Journal of Accounting, Vol. XLV (1) Dec 2013, Pg no Dr. T. Anitha Devi and S. Sridevi Impact of Human Resources on Mergers and Acquisitions, Osmania Journal of International Business Studies, Vol. II No. 1 Jan June 2007, Pg no M. Selva Kumar, K. jegatheesan and G. Aruna A Performance Evaluation of Regional Rural Banks in India The Indian Journal of Commerce, Vol. 66, Jan arch Dr. SM Tariq Zafar, A Study on Universal Banking and its impact on Indian Finacial Market, Journal of Business Management & Social Sciences Research, Vol. 1, No. 2 Nov 2012, Pg. No Dr. KA Goyal and vijay Joshi, Mergers and Acquisition in Banking Industry: A Case Study of ICICI Bank Ltd., International Journal of Research in Management, Vol. 2, March 2012, Pg. No Nidhi Natwaya and Rahul Vyas, Post Merger Financial Performance Analysis of ICICI Bank and Erstwhile bank of Rajastan Ltd., Pacific Business Review International, Vol. 5 Issue 6, Dec 2012, Pg. No