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DRIVERS AND IMPACT OF MERGERS AND ACQUISITIONS IN
STEEL INDUSTRY
By
Indresh Mishra
ii
ABSTRACT
Driven by slow growth, inability to make sustainable profits and volatility in the steel
industry, companies in steel industry have joined the starting wave of mergers and
acquisitions. Mergers and Acquisitions have become distinctive trend in steel industry
worldwide since the beginning of the 21st
century.
This dissertation examines the results on drivers and impact of recent mergers and
acquisitions (M&A) in steel industry on case study approach. The case study focused on
two recent major acquisitions of Arcelor by Mittal Steel and Corus by Tata Steel during
the recent mergers and acquisitions wave of 2000s.
The important findings of this study is that synergies, overcapacity, extreme
fragmentation, concentration amongst suppliers and better buying power of customers are
some of the other major factors that are driving steel industry into mergers and
acquisitions.
The impact of mergers and acquisitions differed between case studies. In both the case
studies, improvement in post acquisition stock performance of the combined entity was
noticed. In the first case study tremendous increase in post acquisition accounting profit
and operating efficiency was also noticed. It has been predicted that M&A in steel
industry will have positive impact on return on capital employed (ROCE). In the first
case it was found that the company had paid fair price for the acquisition to gain in short
term as well as in long term, while in the second case short term gain seems doubtful.
First case may face issues related to corporate governance, while second may face
compensation related issues. Moreover, in the results of this project the future structure of
steel industry has also been predicted.
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v
TABLE OF CONTENTS
ABSTRACT iii
ACKNOWLEDGEMENTS iv
DEDICATION v
LIST OF FIGURES ix
LIST OF TABLES x
CHAPTER 1: INTRODUCTION 1
1.1 Background 1
1.2 Overview of the Dissertation 3
CHAPTER 2: REVIEW OF LITERATURE 5
2.1 Definition 5
2.2 Types of Mergers and Acquisitions 6
2.3 Causes of Corporate Acquisitions 7
2.3.1. Market Power views and growth 7
2.3.2. Tax Argument 8
2.3.3. Efficient and effective Synergies 9
2.3.4. Managerial Incentives 10
2.3.5. Diversification 10
2.3.6. Agency problems 11
2.3.7. Hubris 11
2.4 Financing an acquisition 12
2.5 Human Resource and Cultural factors 14
2.6 Post merger Performance Evaluation criteria 16
2.6.1 Accounting Return 16
2.6.2 Operational efficiency (cost advantage) 17
2.6.3 Technological Progressiveness 18
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CHAPTER 3: THE GLOBAL STEEL INDUSTRY 19
3.1 Iron and steel making compliance history 19
3.2 Growth of the industry 19
3.3 Economic trends 22
3.4 Industry size and geographic distribution 23
3.5 Major Global steel companies 24
3.6 Consolidation as a strategy in the global steel industry 25
CHAPTER 4: RESEARCH METHODOLOGY 27
4.1 Research question and objectives 27
4.2 Case Study Methodology 28
4.3 Company selection 29
4.4 Data collection methods 30
4.5 Analysis Strategies 31
CHAPTER 5: CASE STUDIES 34
5.1. Arcelor-Mittal Case study 34
5.1.1 Background of Mittal Steel 34
5.1.2 Markets and Product Range of Mittal Steel 36
5.1.3 Background of Arcelor 37
5.1.4 Markets and Product range of Arcelor 38
5.1.5 Hostile Takeover of Arcelor 38
5.1.6 Structure of the final Deal and Financing 41
5.1.7 Synergies 41
5.2. Tata-Corus Case study 46
5.2.1 Background of Tata Steel 46
5.2.2 Background of Corus 47
5.2.3 Product range and Markets of Corus 47
5.2.4 Structure of the Deal and Financing 48
5.2.5 Synergies 50
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CHAPTER 6: RESULTS AND ANALYSIS 55
6.1 Motives of Mergers and Acquisitions in steel industry 55
6.2 Swot analysis: 57
6.2.1 Tata-Corus 57
6.2.2 Arcelor Mittal 59
6.3 Post Acquisition Performance measurement: 62
6.3.1 Stock Price comparison 62
6.3.2 Accounting profit comparison 63
6.3.3 Operational Efficiency 64
6.4 Comparison of Tata- Corus and Arcelor- Mittal 65
6.4.1 Financing of the Acquisitions 65
6.4.2 Price paid for the acquisition 66
6.4.3 Margin picture & raw material self-sufficiency 67
6.4.4 Human Resource and Cultural Issues 70
6.5 Factors driving steel industry into consolidation 71
6.6 Future Structure of the Steel Industry 74
CHAPTER 7: CONCLUSION 79
7.1 Implications of the Study 79
7.2 Limitations of the Study 81
7.3 Recommendations for future research 82
REFERENCES 83
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LIST OF FIGURES
Figure1: Types of takeover 6
Figure 2: Year wise world steel output in form of graph 21
Figure 3: Country wise steel output in 2006 23
Figure 4: Product Portfolio of Mittal Steel based on 2004 37
Figure 5: Geographical breakdown of 2006 production 43
Figure 6: Shipments by products in 2006 44
Figure 7: Purchasing, marketing and manufacturing synergies of Arcelor-Mittal 44
Figure 8: Raw material self sufficiency and internal distribution centres 45
Figure 9: Product Mix of Corus for 2005 48
Figure 10: Holding company format of Corus 49
Figure 11: Tata Corus Combined steel production 51
Figure 12: Proforma Combination (figures as per FY 2005) 51
Figure 13: Global Presence and customer reach of Tata-Corus 53
Figure 14: Combined markets of Tata-Corus 53
Figure 15: Cultural fit of Tata-Corus 54
Figure 16: Price chart of Tata Steel at BSE from (28th
Aug, 2006 - 24th
Aug, 2007) 62
Figure17: Price chart of Arcelor Mittal at NYSE from (Aug 2005 –Aug 2007) 63
Figure 18: Graph showing world crude steel production and iron ore price trend 67
Figure 19: Iron ore mine assets of Arcelor Mittal 69
Figure 20: Concentration amongst supplier 72
Figure 21: Graph showing number of independent automotive manufacturers 73
Figure 22: Shares of Top five players in N. America, EU, China, Asia &
Worldwide 75
Figure 23: Expected share of top 5 steel producers 75
Figure 24: Cost of production country wise for Hot rolled coil (USD) 77
Figure 25: Prediction of Future Crude Steel consumption 77
Figure 26: Graph showing relation between Consolidated Industries and ROCE 78
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LIST OF TABLES
Table1: Definitions of various performance measurement ratios 17
Table 2: List of companies privatised 20
Table 3: Year wise world steel production 21
Table 4: Major steel companies around the world on the basis of output 24
Table5: Major Mergers and Acquisitions in Steel Industry 25
Table 6: Mittal Steel‟s Acquisitions prior to Arcelor 35
Table 7: Markets of Mittal Steel 36
Table 8: Mittal Steel and Arcelor Pro forma 2005 Key Financials 42
Table 9: Major Production Facilities of Corus 47
Table 10: Long term Arrangement of funds by the Tata Steel Board 50
Table 11: Destination of Iron ore consumption 69
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CHAPTER 1: Introduction
1.1 Background:
Although Mergers and Acquisitions (M&A) has been widely researched topic in several
businesses and industries, M&A in steel industry has gone unnoticed by researchers. This
was because the steel industry is key industry to the other industries, and for this reason it
had been under strict government control until the 1980s. Most of the steel mills were
partly or wholly owned by the state. Therefore, there wasn‟t much scope for M&A in the
industry, till then. Soon after the 1980s, the government realised that privatisation was
required for the efficiency and competitive position of the industry. Hence, 1980-2000
saw the era of privatisation.
Even after the era of privatisation began in the industry, participants faced the challenges
of overcapacity, high level of fragmentation and the cyclicality of the industry. This
threat from the cyclicality of the industry has created considerable pressure on all the
industry participants to merge with or acquire other participants in order to reduce the
cyclicality of the industry and earn sustainable earnings. Since 2000, many Mergers and
Acquisitions have been noticed in the industry at both the top and bottom level.
According to the author, Steel Industry has huge potential for consolidation, and that can
have several impacts on the steel firms and the steel industry as whole. Top 15 players in
the steel industry contribute to just 33 percent of the total output, and the remaining 67
percent is contributed by many integrated and small steel mill firms.
Therefore, this study focuses on mergers and acquisitions in the steel industry. The main
purpose of this study is to find out the drivers and impact of recent mergers and
acquisitions in the steel industry. Since this topic is very broad it has been broken into
several research questions:
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1. What are the main motives that drive steel firms into Mergers & Acquisitions?
2. Does the acquiring steel firm gain from Mergers and Acquisitions activity?
3. What are the main payment methods used by these firms for Mergers and
Acquisitions?
4. Are the acquiring firms paying abnormally in order to rule out other competitive
buyers?
5. What are the critical issues that steel companies will be dealing with, with respect
to Human Resource and Cultural aspects of Merger & Acquisitions?
6. What are the critical factors that are driving steel industry into Mergers and
Acquisitions?
7. Will these Mergers &Acquisitions help in improving the returns on capital
employed (ROCE) of the steel industry?
In this study, the author is focusing on two recent major acquisitions of steel companies:
Arcelor by Mittal and Corus by Tata as case studies. The significance of the former
merger is that the largest steel company acquired the second largest steel producer of the
world, to create a size three times its nearest competitor. The significance of the Tata
Corus deal is that the 55th
largest company took over the 8th
largest company to become
the 5th largest company in the world. Each case study has been studied in sufficient depth
to comment on the objectives of the research.
In the forthcoming study, each research question will be explained in detail. This
Analysis will be done based on the study of Mergers and acquisitions theory in chapter 2,
global steel industry in chapter 3 and Case studies in chapter 5.
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1.2 Overview of the Dissertation:
This dissertation consists of six additional chapters. Mergers and Acquisitions theory in
Chapter 2 covers definition and types of mergers and acquisitions. Market power,
taxation issues, effective synergies, managerial incentives, diversification, agency
problems and Hubris have been discussed as the main causes for mergers and
acquisitions. The different methods of financing have also been discussed. Information
regarding Human resource and cultural factors has been examined as well. Accounting
return, investors return, operational efficiency and technological progressiveness have
been discussed as the main post- merger performance evaluation criteria. These
measurements are important because they help in deciding whether the merger or
acquisition has been successful or not.
Chapter 3 discusses the brief history, growth and economic trends of the steel industry.
Industry size, geographic distribution and details of major global steel firms have also
been mentioned. Consolidation has recently been used as a major strategy in the steel
industry and therefore, details of the major Mergers and Acquisitions in the industry have
been provided. This chapter has been used to give the reader an idea about the scenario in
the steel industry before getting into the complexity of the topic.
Chapter 4 shows the research methods used for the study. This section also discusses why
the case study method has been chosen and reasons for choosing particular companies.
Both qualitative and quantitative data collection method has been discussed and has been
used in this study. Analysis strategies for the results and discussion were important to
mention in this chapter because they state the method in which analysis of the literature
and case studies would be carried out, and how conclusions would be drawn.
Chapter 5 includes cases of the two large acquisitions that have been made in the history
of steel industry i.e. Arcelor Mittal and Tata-Corus. Background, markets and product
portfolio of both acquiring and acquired companies have been studied. Structure of the
deal, and payment method used by the acquiring firm has also been studied. Lastly all the
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financial and operational synergies expected by the acquiring company and research
analysts have been placed. Each company has been provided with the information
depending on the availability. The case studies have been designed in such a way that the
research questions can be solved and analysed.
In Chapter 6 findings of the study are analysed and discussed. In this chapter analysis has
been done on the basis of the analysis strategies mentioned in chapter 4. Furthermore, the
motives behind mergers and acquisitions have been studied. SWOT analysis and post
acquisitions performance measurement has been performed in this chapter to get an idea
of benefits that steel firms derive from mergers and acquisitions. Main payment methods
used, HR and cultural issue to be faced and pricing factors have been explained in this
chapter. The results will also serve the future structure of steel industry. Furthermore, the
impact of consolidation in steel industry on return on capital employed has been
commented on.
Finally, Chapter 7 discusses the limitation and conclusion of this study.
It was found that the cyclicality of the industry, concentration amongst suppliers and
better buying power of customers were the most important drivers behind mergers and
acquisitions in the steel industry. It was also found that mergers and acquisitions have a
positive impact on steel firms as well as on the steel industry as a whole. As the Mergers
and Acquisitions grow in the industry higher return on capital employed can be seen in
the future. This section also includes the limitations of this study. Future research
recommendations of this study have been mentioned as well.
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CHAPTER 2: Mergers and Acquisition Theory
2.1 Definition:
Mergers, acquisitions, consolidation and takeovers are words often used interchangeably
but they have different meanings.
Ross, Westerfield and Jaffe (2005) defined a merger as the absorption of one firm by
another. He further described that the dominating firm retains its identity and all the
assets of dominating company is acquired by it.
Depamphilis, (2005) explained that an acquisition occurs when a company takes
controlling stake or selected assets of the acquired company and the latter becomes the
subsidiary of the acquirer. The acquisition of stock may start with a private offer from the
management of one firm to another. Sometimes tender offer or public offer to buy shares
of a target firm is made directly to the shareholders of the target firm. In acquisition of
assets one firm acquires another firm by buying all of its assets. This method may be
costly because of the additional transferring costs of assets. [Ross, 2005, PP-797]
A takeover refers to the transfer of control of firm from one to another. Takeover
happens with obtaining of the stock or assets of another company. Sundrasanam, P.S
(1995) explained that a takeover is similar to an acquisition and implies that the acquirer
is larger than the acquired. But when the acquired is bigger than the acquirer then it is
called „reverse takeover‟.
Takeover can occur by acquisition, proxy contests and going private transactions. [Ross,
2005, PP-799]
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Figure1: Types of takeover
Takeover
Acquisition Proxy contest Going private
Merger or Consolidation
Acquisition Of stock
Acquisition of assets
Source: Ross, westerfield & Jaffe (2005)
Takeovers can also occur with proxy contests. This occurs when a group of shareholders
vote a new director in the company in order to gain controlling seat in the board of
directors. A proxy gives the proxy holder the power to vote on all matters of
shareholders. [Ross, Westerfield and Jaffe (2005), PP-799]
In going private all the shares of the firm are acquired by the internal management or the
group of investors. The shares of the firm are delisted from the stock exchanges and can
no longer be transacted in the open market. [Ross, Westerfield and Jaffe (2005), PP-799]
2.2 Types of Mergers and Acquisitions:
From an economic perspective mergers may be classified as horizontal, vertical and
conglomerate mergers. In a horizontal merger two companies are engaged in the same
industry or similar lines of activity. For example: Oracle and Peoplesoft in business
application software and oil giants such as Exxon and Mobil. Arnold, 2002 added that
motives of horizontal merger are to achieve economies of scale and market power
resulting from reduction in competition. Horizontal mergers may tend towards monopoly
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which may attract attention of the government and regulatory authorities. [Arnold, 2002
PP-870 & Depamphilis, 2005 PP-6]
Emery et al (2004) explains “a vertical merger involves integrating forward towards
consumer or backward toward the source of supply, in a particular line of business.” For
example, in basic steel industry, backward integration can include mining of iron ore or
coal for raw material supply and cost reduction. On the other hand, metal distribution to
the consumer includes forward integration. Arnold, 2002 mentioned that vertical
integration reduces costs of advertising, communication; contracting and coordination of
production as well increase certainty of supply of raw materials and finished goods.
A conglomerate merger is one in which a combined company is the result of the merger
of two unrelated businesses. For example, US steel acquired Marathon oil in 1980‟s,
where both had different business areas. Arnold, 2002 explained that conglomerate
mergers happen to reduce risk through diversification or by the opportunity of cost
reduction and improved efficiency. He also explained that this kind of mergers can also
be done for product line extension or geographic market extension of the firm.
2.3 Causes of Corporate Acquisitions:
There is numerous number of theories on the causes or motives of the corporate
acquisitions. In this section we will discuss the most important and common motivations
of the in greater details. These motivations are follows:
2.3.1. Market Power views and growth:
Arnold, 2002 stated that market power is one of the most important forces driving
mergers and acquisitions. He also stated that if a firm has large share of market it gets the
ability to exercise some degree of control over the price. Firms in a concentrated market
may agree amongst themselves to charge the customers a higher price. This may also be
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under watch out of regulatory authorities. Even if the firm does not have the entire
market, reduction in competitors makes price control even easier. For example, mergers
in the airline industry in late 1980s resulted in higher ticket prices. [Depamphilis, 2005,
PP-24]
Arnold, 2002 also stated that a conglomerate can also pressurize its suppliers for price
and credit period. It might also be beneficial for the suppliers because they are getting
volume business. On the other hand a bigger and merged business may also insist its
customers to purchase product from other division as well. Bigger business is also
perceived to be more reliable, and thus attracts customers [Arnold, 2002, PP-875].
Emery et al, 2004 stated that firms can grow more quickly and cheaply by acquiring
firms than through internal development. In order to set up new facilities or establish new
distribution systems it takes time. But it becomes quicker by acquiring the firm which has
already developed infrastructure. In most of the cases firms are bought at a price lesser
than the cost of developing them, which makes it cheaper way to grow [Emery et al,
2004, PP-795].
2.3.2. Tax Argument:
Arnold, 2002 highlighted that in most of the countries, especially USA, a firm making
loss in one year can be adjusted from the profits earned in the future. He added to that
saying that past losses of the acquired company can also be adjusted from the current
profits of the acquirer and hence the company is saved from paying taxes.
Depamphilis, 2005 added to tax benefits stating that the taxable nature of the transaction
is also the key determinant for the purchase price. A properly structured transaction may
help target shareholders to defer any capital gain from the transaction. If a transaction is
not tax free, then seller would charge higher purchase price for the tax liability imposed
from the transaction.
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Emery et al, 2004 added another point by stating that if a firm has large cash flow and
that cash is distributed amongst the shareholders, then they will have to pay taxes(unless
shares repurchased are at a price lower than the shareholders purchase price). But if the
company acquires another company with that cash then shareholders have to pay no tax.
2.3.3. Efficient and effective Synergies:
Synergy is based on the notion that merger of two companies can create greater value
than when operated separately. Depamphilis, 2005 suggested that there are two types of
operating and financial synergies.
Depamphilis, (2005) also stated that operating synergy is improved by economies of
scale or economics of scope. Economies of scale refer to reduction of average cost of the
company with allocation of fixed costs over increased volume. The merged firms help in
eliminating duplicate facilities, operations or departments. In order to achieve operating
efficiencies when companies are likely to be in same line of business (horizontal merger)
or are involved in forward or backward integration in a particular line of business
[Emery, 2004, PP-794].
“Economies of scope refer to using a specific set of skills or an asset currently employed
in producing a specific product or service to produce related products or services.”
[Depamphilis, 2005, PP-18] For Example, Uniliver ltd uses its marketing skills for a
range of personal care as well as food and tea.
Financial Synergies refers to the impact of merger on the cost of capital of the acquiring
firm or the combined firm. If the firms merged have unrelated cash flow i.e. one has
excess cash and the other who does not have sufficient cash to fund investments, leads to
realizing financial economies of scale from lower interest rates or other securities costs
[Depamphilis, 2005, 18]. Arnold, G further explained synergy as 2 + 2 = 5 effect, stating
that the net cash flow of combined unit is more than the sum of the units separately. This
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is because combining activities results in cost savings or may also increase the volume
with the same amount of input [Chiplin et al, 1987].
2.3.4. Managerial Incentives
In the modern business scenario, there are large corporations with diffusion of
ownerships. It is not necessary that the managers are the owners of the company. So,
managers act as agents for the shareholder in such a situation. Managers may lack
shareholders‟ interest in order to promote their own interest. Acquisition decisions may
also be taken by the managers to satisfy their own objectives. [Sudarsanam, 1995, PP-15]
Arnold (2002) pointed out that the management team of the acquiring firm gets the
advantage of having higher responsibility leading to higher authority, status, power and
remuneration. This may encourage managers to pay excessive bid premium or enter into
hostile bid with high transaction costs. The reason for this is that managers are given
opportunity to deploy their underused managerial talents and skills. [Arnold, 2002, PP-
880]
Sudarsanam (1995) pointed out that managers also have job security motive. Managers
may acquire a firm whose cash flow is positively correlated thereby reducing overall
variability of the combined entity‟s cash flow. This overall variability minimizes that
probability of financial distress or bankruptcy. Firm‟s bankruptcy may lead the managers
to wind up the firm and consequently loose their job. Managers may also undertake
acquisition to avoid being taken over by another firm, assuming that firm‟s size may
reduce this threat. [Sudarsanam, 1995, PP-17]
2.3.5. Diversification:
Emery et al, 2004 states that diversification is one of the most important motives behind a
conglomerate merger. Depamphilis, 2005 defined diversification as a “strategy of buying
firms outside a company‟s primary line of business.” The primary reason for
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diversification is for firms to expand their product line and markets so that they can have
high growth [Depamphilis, 2005, PP-20]. Arnold, G, 2002 explains that cash flow from a
wide variety of businesses also reduces volatility of income stream. He also included that
reduced volatility reduces the position of the shareholders. They obtain a reduction in risk
without a decrease in return.
Depamphilis, 2005 added that the acquirer company may attempt to achieve a higher
growth rate by developing and acquiring new products, unfamiliar to the present product,
and sell it in different or less risky markets. This strategy is also used when the present
product of the firm is in decline phase and the firm wants to shift their core business.
2.3.6. Agency problems:
Depamphilis, 2005 explains that agency problems occur due to the differences in the
interest of managers and shareholders. He also stated that this happens when managers
own a very small number of company‟s share. Since the cost of mismanagement is spread
amongst large number of shareholders, managers get inclined towards their job security
and lavish lifestyle rather than shareholders value. This theory leads to mergers to correct
the situation between the managers and owner‟s interest. Mostly these companies become
the target of other efficient companies and the shareholder support the merger to increase
their own welfare [Berkovitch et al, 1993].
2.3.7. Hubris:
One of the other important motives or causes of acquisitions is hubris. Arnold, 2002
defined hubris as a means of weaning self confidence or arrogance. This occurs specially
during the period when companies have had a few good years of growth and managers
are very pleased with themselves.
Depamphilis, 2005 (PP-22) states that managers believe that their own evaluation of a
target firm is superior to the market‟s evaluation. This over-optimism of evaluating
11
merger activities leads to error in the evaluation and they tend to a pay higher price for
the target company. Berkovitch et al, 1993 state that hubris activity leads to no gains
from the acquisition because managers commit errors in estimating the gains.
Depamphilis, 2005 also suggested that senior managers may become very competitive
and their self importance and desire to not loose may lead to excess payment of the
auctioned company.
2.4 Financing an acquisition:
“If a company takes debt to make an acquisition and the deal goes sour, it runs into
financial trouble and the executives are replaced. But if an equity-backed deal goes
wrong, the stock price simply underperforms and nobody can be sure why? One thing is
certain- Unwise acquisitions abound in the market.”
----Michael H. Lubatkin and Peter J. Lane Cited by [Hitt et al, 2001, PP-31]
Acquisitions are mainly financed through cash purchase, as exchange of stock or with the
combination of both stock and cash. The bidder has to select a method that is agreed by
both the target‟s shareholders and bidder itself [Mclaney, 2003]. Consultants, investment
bankers and law firm advice the bidder for the acquisition. Sometimes investment
bankers themselves arrange and help in raising funds required for the acquisition. There
are various methods through which bidder can finance the acquisition.
Cash Acquisition: In cash acquisition the shareholders of the target company gets cash for
the value of their shares. Target shareholders may not wish to hold the bidders‟ share
because it may incur cost and effort to turn it into cash. On the other hand, receipt of cash
may be charged as capital gains tax and thus shareholders may not welcome a cash
acquisition. Bidder may avail cash by public issue, loan stock for cash or other short term
or long term borrowing [Mclaney, 2003].
12
Stock method: In payment through stock method the shareholders of the target become
the shareholders of the bidder. Bidder has benefit adopting stock method because of not
raising cash for acquisitions and thus it doesn‟t have to increase leverage and bear the
burden of interest payment. It is also cost for the bidder because it is loosing opportunity
of issuing those shares for cash [Mclaney, 2003, PP-382].
Acquisitions can also be paid using both stock and cash. In other words, it can be
combination of debt and equity. The proportion of debt and equity depends upon the size
of deal, type of the deal and market conditions. There are other several considerations as
mentioned by Hitt et al (2001) for the selection of medium of financing. These include
tax considerations, accounting treatment, management control issues, financial returns to
the shareholders and the existence of slack or unused financial resources.
Before making debt and equity decision it is important that bidder should check the
dangers and benefits of leverage in the firm. “Total leverage = Total debt/ (Total Debt +
Market Value of equity + Preferred stock)” [Jandik, 2005] According to the study
conducted by Hitt et al, (2001) 83 percent of the successful acquisitions had low to
moderate leverage while 92 percent of the unsuccessful acquisitions had high or
extraordinary leverage. This happened because of the high interest burden of the debt and
their principal instalment burden, which consequently affects the cash flow of the
company and thus increases the chances of bankruptcy.
On the other hand, Grossman and hart (1982) as cited by (Maloney et al, 1993) showed
that high leverage encourages managers to work hard and bond their promise to pay out
future cash flows. He also stated that highly leveraged companies have very little
opportunity to waste resources on unprofitable ventures. Maloney et al, (1993), further
pointed out that debt helps in controlling the agency costs. The reason must be the high
costs of debt may lead to bankruptcy of the firm in long run.
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The other kind of financing mentioned by Depamphilis (2005) is mezzanine financing.
This kind of financing gets priority at the time of liquidation of the company over
common stockholders. It is generally unsecured debt with fixed coupon rate and maturity
period. It is generally warrant convertible into common stock as per the maturity period
agreed upon. [Depamphilis, 2005, PP-193]
Venture capital firms sometimes also play very important role in acquisitions funding
and business start-ups. These firms demand a large equity stake in the firm in exchange
of the low price per share. The only advantage of VC firms is that they are sometimes
willing to lend when traditional sources like banks, insurance companies and pension
funds are not. This is because they are willing to take higher risk. It is very difficult to
receive funds from VC firms. [Depamphilis, 2005, PP-193]
2.5 Human Resource and Cultural factors:
In mergers and acquisitions retention and integration of Human Resource is prime
importance for successful Merger or acquisition. Many researchers in the past have
discussed about the effect of an acquisition on Human resource policies and culture.
Aguilera (2004) explained that there are many variations in the policies of the Human
Resource not only globally but also within the country. Some of the practices like pay for
performance systems are mostly common at a broader level. But there might some minor
differences that HRM will have to manage. Aguilera (2004) also noticed that in many
acquisitions internally HRM practices were altered. This shows that there is role of HRM
to adjust according to the degree of localization of market economic type in HRM
practices.
Hunt et al (1992) states that there is much more to HRM than just personal issues like
salaries, benefits and pensions which most of the HRM managers tends to neglect. That
is, the processes of social interactions over the time between the acquiring and the
acquired company employees in order to see the long term interventions. Winning of
14
hearts and minds of the employee is the immediate necessity of any acquisition. In other
words, there should be socially constructed processes in the organization for the
integration and solving the problems of individual‟s dilemmas that are formed with the
acquisitions.
Lees (2003) explained that culture concept is related to myths, rituals, values, belief,
religion, customs and practice, law, heritage, language, symbolism, and so on. Every
country has its beliefs, attitudes, values, customs and practices. These basic assumptions
also exist outside and inside the firm. These are either imposed by law or societal
expectations. Mismatch in of values, beliefs or priorities or assumptions on each side of
two merged companies then these effects the performance of the combined entity.
He also explained that in a global corporate acquisition there can be difference in law,
language, legal, history of the country, nature of the economy, socio cultural background,
political context, ways of doing business, management styles, ways of thinking and
values. There can be many other issues which may cause trouble for the acquiring
company.
Krogh et al (1994) mentioned that there can be three types of cultural difference those are
organizational, professional and national culture. He describes that as soon as individual
enter any organization they socialise in their national culture and frequently socialise in
their professional culture which includes academic culture, business culture, engineering
culture, government culture, legal culture and medical culture.
Krogh et al (1994) pointed that there is always cultural difference between an acquiring
firm and acquired firm. He further mentioned that there is cultural risk to integration of
merger or acquisition. Lack of cultural fit may lead to acquisition failure and this happens
mostly due to the regime imposed by the acquiring firm on the acquired firm. He further
suggests that a firm should learn about a target firm‟s organizational culture before
acquisitions and prepare proper strategies to tackle cultural issue which are likely to
happen.
15
2.6 Post merger Performance Evaluation criteria:
After the acquisition, it is important that the acquiring company utilizes the synergetic
advantages properly improving the overall performance of the firm. Fowler & Schmidt,
1988 explained that although there are numerous organizational performance measures
but financial measures is the most popular method.
Cochran and wood (1984) as cited by Fowler & Schmidt (1988) states that financial
performance measurement falls in two categories i.e. accounting returns and investor
returns.
2.6.1 Accounting Return:
Accounting Return is generally measured in terms of Gross profit margin (GPM),
Operating Profit Margin (OPM), Net Profit Margin (NPM), Return on Equity (ROE) and
Return on Assets (ROA). But many authors defined these terminologies in their own
ways.
Becher et al, 2005 emphasised on Return on assets (ROA) stating that it helps in judging
how well the assets have been managed to generate profits but does not consider how
those have been financed, whereas on the other hand Return on Equity (ROE) measures
both, how well assets have been managed to generate profits as well as how assets have
been financed. Normally Earnings before tax is used for calculating ROE but Pilloff,
1996 as cited by Becher et al, 2005 used operating income before provisions to calculate
and found no change in post merger ROE.
Fowler et al, 1990 recommended Return on Capital Employed (ROCE) and Return to
Shareholders (RSH).
Where ROCE = Earnings before tax / Capital Employed
16
And, Capital Employed = Total Assets – Current Liabilities
RSH = (Firm‟s Annual Dividend + Annual per share increase or decrease in the average
price of the stock) / Previous years average share price.
Some of the other ratios mentioned by Cooperman et al, 1989 to measure financial
performance of the firm have been shown in the table below.
Table1: Definitions of various performance measurement ratios.
Performance Ratios Definitions
Return on Equity Earnings before tax (EBT) / Equity
Return on Assets (ROA) EBT/Assets
Net Profit Margin (NPM) EBT/ Total Sales
Asset Turnover (ATO) Revenue/Assets
Debt Equity Ratio Total Debt/ Equity
Gross Profit Margin (GPM) Gross Profit/ Total Sales
Operating Profit Margin (OPM) Operating Profit / Total Sales
Fixed Asset Turnover (FAT) Total Sales/Fixed Assets
Current Asset Turnover Total Sales/Current Assets
Source: Cooperman et al, 1989
2.6.2 Operational efficiency (cost advantage):
Operational efficiency includes operational synergy within the combined firm.
Operational efficiency also includes managerial synergy where bidding and target firm
work together towards the achievement of common goals.
17
Some of the financial measures may be used to measure firm‟s efficiency performance.
Some of these mentioned by Sun & Tang, 2000 are operating income to operating
revenue (operating margin) and net income to operating revenue (net margin). The post
merger performance is compared with the pre merger performance in order to determine
the operational efficiency of the combined firm.
2.6.3 Technological Progressiveness:
Hagedoorn & Duysters, 2002 argues that increasing control over the company in M & A
environment cannot be the only aim of the company; rather it should look for new
opportunities to grow. Therefore, in order to improve performance of the combined
company and to grow it has to take initiative towards technological progress of the
combined entity. He further stated that the increased size of the firm is positively related
to the long term technological performance.
Hagedoorn & Duysters, 2002 also stated that technological performance of the M&A
activity also depends on the type of the acquisition. In horizontal M&A, joint R&D
initiatives and programs of the combined entity will help improve the technological
performance leading to better scale and scope effects. For vertical M&A, the integration
of downstream and upstream helps to identify the new technological requirements. Cost
reduction by integration can be reinvested in the new technology programs. For
conglomerate or unrelated mergers, it is very difficult to find the technological synergies
because these mergers mostly focus on financial synergies.
18
CHAPTER 3: The Global Steel Industry
3.1 Iron and steel making compliance history:
In ancient times, steel was only used for very high value products like swords and
precision instruments because it was produced in small quantities because of production
in very small quantities. This so because the process used for manufacturing was work
intensive and time consuming. In this period steel was manufactured by reverse process
and adding carbon to the carbon free wrought iron. This process was known as
„cementation process‟. This process was very expensive method of extraction was
difficult [Bhaskaran, 2006].
In 1855 the blast furnace process was invented by Henry Bessemer at his steel plant in
England. This process was a new way to produce steel and first less expensive industrial
process for mass production. Further down in 1952, Voest-Alpine introduced „basic
oxygen furnace‟. This was a much more modified version of steel production process.
This process is being used by all modern steelworks. After the invention of this process
steel extraction became less expensive and started being used for construction,
automobiles and capital goods [Bhaskaran, 2006].
3.2 Growth of the industry:
Since 19th
century to early 20th
centuries major steel demand was from munitions and was
controlled by wealthy steel dynasties with political influence. During 1950-1970, steel
industry was highly subsidized, exempted and received many other favours from the
national government. This led to many new investments in big integrated steel plants.
During 1960-1990 was the period of nationalization and increase in state control because
of the excess capacity and inefficiency. Till 1980s most of the steel plants were state
owned either partly or wholly. 1980s to 2000 was the era of re-privatisation of the steel
19
industry. This was done in order to improve the efficiency and competitive position of the
steel companies and to fund economic reforms and improve the financial scenario. Many
steel companies were privatised. Some of them have been included in the table below
[Reynolds, 2006].
Table 2: List of companies privatised
Company Privatisation Year
British Steel 1987
SSAB (Sweden) 1989
Ilva (Italy) 1992-1995
Usinor-sacilor (France) 1995
SN (Portugal) 1995-1996
Voestalpine (Austria) 1995-2003
Aceralia (Spain) 1997
Source: Reynolds, 2006
Even After re-privatisation steel industry was controlled by government. Subsidies and
tariffs were tools that government used in order to control and protect the domestic steel
industry. For example, in March 2001, US government imposed an import tariff of 30
percent in order to protect its domestic steel industry. Whereas Chinese government
introduced number of subsidies in order to boost its steel industry. This consequently
lifted global steel industry to a new height [Rasheeda, 2007].
20
Years World
1995 756
1990 775
1985 721
1980 717
1975 644
1970 595
1965 456
1960 347
1955 270
1950 189
Table 3: Year wise world steel production
Years World
2006 1,244
2005 1,142
2004 1,069
2003 970
2002 904
2001 850
2000 848
1999 789
1998 777
1997 799
1996 755
Source: International Iron and Steel Institute, 2006 (www.worldsteel.org)
Figure 2: Year wise world steel output in form of graph
Source: International Iron and Steel Institute, 2006 (www.worldsteel.org)
21
3.3 Economic trends
During the 20th
century, steel industry grew from just 28 million tons (MT) to 789 MT as
shown in the Table 3 above. The highest growth has been noticed in the period between
1950 and 1975 as shown in figure 2.
The steel industry has always been a cyclical business. As shown in the figure 2, steel
industry grew from 189 million metric tonnes to 684 million metric tonnes in just 25
years. But in 1975, the European, American and Japanese economy stabilised which led
to the flattening of demand. This led reduction in demand from these major steel
consuming countries as compared to the supply. In this period capacity utilisation was
fluctuating between 70 to 80 percent. During this time, demand from the developing
countries started increasing but was not sufficient to meet the supply [Rasheeda, 2007].
Another difficult phase for the steel industry was between 1997 to 2001 due to financial
crisis in Asia and severe recession in the global economy. This led to the imbalance
between demand and supply. Steel prices went down 20 year low in this period and new
capacities became uneconomical. In order to fight this recession, steel industry was
ignited with mergers and acquisitions since 1997. [Bhaskaran, 2006]
Steel industry again showed a sign of recovery in 2002. This happened due to increase in
demand from China and other South Asian countries like India, as these countries were
growing and focused on infrastructure development. Even sectors like housing,
construction and automobiles showed recovery [Bhaskaran, 2006]. Most of the steel
companies in the period of 2002 to 2006 have shown recovery and growth in profits.
Many of the steel companies in Asia pacific regions have added capacity in this boom
period.
In figure 2, cycle of 25 years can be noticed in the steel industry. 1950-1975 has been
noticed as uptrend and 1975-2000 as downtrend in demand. Uptrend again started in the
industry in year 2002 and in just span of 4 years capacity increased by about 27.5 percent
to 1244 in 2006.
22
3.4 Industry size and geographic distribution
In 2003, China emerged as the biggest producer in the world with the production of 220
million metric tonnes. China also imported 43 million metric tonnes of steel in that
period. During 2005, China produced approximately 350 million metric tonnes, an
increase of 25 percent as compared to last year. In 2006 China produced 34 percent of the
world steel production. The other top producing countries of 2006 were Japan with 116.2
million tonnes and US with 98.6 million tonnes [International Iron and Steel Institute,
www.worldsteel.org].
Figure 3: Country wise steel output in 2006
450
400
350
300
250
200
150
100
50
0
Country-wise Steel production in 2006
countrie s
China
Japan
United States
Russia
South Korea
Germany
India
Ukraine
Italy
Brazil
Turkey
Taiwan, China
France
Spain
Mexico
Canada
United Kingdom
Belgium
Source: International Iron and Steel Institute, 2006 (www.worldsteel.org)
23
3.5 Major Global steel companies:
The table 4 shown below shows all the major companies of steel in the world as per the
figure of 2005.
Table 4: Major steel companies around the world on the basis of output
Rank Mmt (2005) Company
1 63.0 Mittal Steel
2 46.7 Arcelor
3 32.0 Nippon Steel
4 30.5 POSCO
5 29.9 JFE
6 22.7 Baosteel
7 19.3 United States Steel
8 18.4 Nucor
9 18.2 Corus Group
10 17.5 Riva
11 16.5 ThyssenKrupp1
12 16.1 Tangshan
13 13.9 Evraz
14 13.7 Gerdau
15 13.6 Severstal
Source: International Iron and Steel Institute, 2006 (www.worldsteel.org)
24
3.6 Consolidation as a strategy in the global steel industry
Steel industry has had its worst time in the 1990s. There was capacity mismatch and
consequently the prices reached the lowest ever. This excess capacity had put too much
pressure on the steel companies globally. During this period steel industry was highly
fragmented and competitive. It had no global player during this time [Sinha, 2006 (A)].
But since the late 1990‟s the rise in consolidation has been noticed in the steel industry.
Booming Chinese economy lead China to become leading consumer as well as producer
of steel and consequently booming the steel industry business cycle [Rasheeda, 2006].
Mergers and Acquisitions strategy was one of the surviving strategies for some of the
large companies. M&A helps the companies to reduce costs and getting better price from
their customers.
During 1990s Mittal steel, which started its business in Indonesia in 1976, had bought 8
companies around the world including Trinidad, Mexico, Germany, Ireland and USA.
[Ghoshal et al, 2001] In the span of just 15 years it became the largest steel producer in
the world after the acquisition of ISG for $4.8 billion in 2004.
Some of the major steel industry acquisitions data has been shown in the Table given
below.
Table5: Major Mergers and Acquisitions in Steel Industry
Year Companies Consolidated Company Formed
1997 Krupp AG + Thyssen ThyssenKrupp
1998 Inland steel company (USA) + Ispat
International NV
1999 British steel (UK) + Koninklijke Hoogovens
(Netherlands)
Ispat Inland Inc (Subsidiary
of Ispat International NV)
Corus
25
2001 Arbed (Luxembourg) + Usinor (France) +
Aceralia (Spain)
Arcelor
2002 LTV (US) + International Steel Group (US) International Steel Group
(US)
2003 Kawaswaki Steel (Japan) + NKK Corp (Japan) JFE Steel
2003 International Steel Group (US) + Bethelem
Steel (US)
2004 Ispat International NV + LNM Holdings
(Netherlands)
International Steel Group
Mittal Steel company NV
2004
2005
Mittal Steel Company NV (Netherlands) +
International Steel Group (US)
Dofasco(US) + Arcelor
Mittal Steel Company NV
(Mittal Steel)
Arcelor
2005 Kryvorizhstal (Ukraine) + Mittal Steel Mittal Steel
2006 Mittal Steel + Arcelor Arcelor-Mittal
2007 Tata Steel + Corus (UK) Tata Corus
Source: Compiled by Author from Rasheeda, 2007 & Business Standard, 2006
In today‟s scenario, there has been tremendous rise in demand and consolidation has been
noticed. The biggest step towards consolidation in the history of steel industry was taken
by Mittal steel‟s acquisition of its biggest competitor Arcelor for $33.7 billion. This
combination of world‟s largest and second largest steel producers would contribute
towards 10 percent of the world steel output (approximately 110 million tonnes). The
other recent major acquisition has been made by Tata‟s buying CORUS for $12.1 billion.
[Business standard, 2006 & The Hindu Business line, 2007]
26
CHAPTER 4: Research Methodology
This chapter describes the research methods used for the study. There are several
methods of doing research on management issues. Some of those include Surveys,
Histories, Questionnaires, Experiments and case studies. Each Strategy has its merits and
demerits depending on three conditions [Yin, 2003, 1, 13].
The type of research question
The control an investigator has over actual behavioral events
The focus on contemporary as opposed to past phenomenon
Amongst all the above points Research Question is the most important.
4.1 Research question and objectives:
The main purpose of this research is to find out the drivers and impact of recent mergers
and acquisitions in steel industry on the acquiring firms and the steel industry as a whole.
All the research questions have already been mentioned in chapter 1.
Research Objectives:
Research objectives have been derived from the research questions and the objectives are:
To indicate/ highlight the motives of steel companies behind Mergers &
Acquisitions.
To enquire if acquiring steel firm get benefits from the Mergers and Acquisitions
activity.
To identify the main payment methods used by these firms for mergers and
acquisitions.
To investigate whether steel companies are paying appropriate price for the
acquisitions.
27
To identify the issues that steel companies will be dealing with, with respect to
Human Resource and Cultural aspects of Merger & Acquisitions.
To determine the critical factors driving steel industry into Mergers and
Acquisitions.
To discuss whether Mergers and Acquisitions will help in improving the returns
on capital employed (ROCE) of the steel industry.
A questionnaire survey would have been appropriate in this case, but that would have
limited the depth of the study. Case study research method was adopted for in-depth
analysis of the background and synergies of the firms involved in the mergers and
acquisitions activity.
In the following sections the theory related to case study, case study selection criteria and
data collection methods will be discussed. Finally the process of analysis will be outlined.
4.2 Case Study Methodology:
Yin (2003) defined case study as “an empirical enquiry that investigates a contemporary
phenomenon within its real-life context, especially when the boundaries between
phenomenon and context are not clearly evident.” Case studies rely on multiple sources
of evidence. It also covers logic of design, data collection techniques and specific
approaches to data analysis [Yin, 2003, p.13 &14].
The main purpose of the study is to analyse the factors driving steel industry into Mergers
and Acquisitions and determine how far mergers and acquisitions can reduce the
cyclicality of steel industry. In this, theory of Mergers and acquisition of steel industry is
the phenomenon and it has to be investigated with reference to the real life example or
context, the boundaries between this phenomenon and real life context has to be studied.
To achieve this case study research has been adopted.
28
Case study includes single or multiple-case studies. Single case study focuses on a single
case only whereas multiple case studies focus on two or more cases within the common
study. Each approach has advantages and disadvantages. Single cases represent the
critical test of a significant theory. This is more appropriate when unique, typical or rare
cases are studied. Moreover, they require less resources and time than multiple case
studies. In multiple case studies, each case should serve the purpose of the overall scope
of study. Analytic conclusions will be more powerful in multiple cases, since there is the
possibility of direct replication and context of cases differ from each other [Yin, 2003,
p.41, 47 & 53].
Case studies may be further classified into: Exploratory, Descriptive and Explanatory
case study. An exploratory case study defines questions and hypothesis of a subsequent
study or determines the feasibility of the desired research procedures. A descriptive case
study describes a phenomenon within its context. An explanatory case study focuses on
data, bearing on cause-effect relationships. All the three methods can also be used while
doing multiple case studies to provide better replication to the research question [Yin
(1993), p.5].
In this research the approach to the case study will be both explanatory and descriptive.
Descriptive because it enables the study has to be within the research context,
explanatory since drivers of mergers and acquisitions is the cause and mergers and
acquisition is the effect and hence establishes cause-effect relationship.
4.3 Company selection:
Yin, 1993 explains three important - case study selection criteria:
Criticality of theory being tested
Topical relevance to the case
Feasibility and access
29
For this particular project the history of steel industry was researched to find out the
major Mergers and Acquisitions that have taken place as discussed in chapter 3. It was
observed that most of the mergers and acquisitions were ignited after 2002. Studies of
different companies with different backgrounds were conducted. It was also explored that
the case study should contain sufficient information to fulfil the objectives of the
research. The other criteria‟s for selection of cases has been cross boarder acquisitions to
focus on the HR and cultural issues, size of the deal to indicate the effect of the merger or
acquisition on the whole industry and relevant comparison of the case studies and the
most importantly availability of data being little researched topic.
The first case study is Mittal Steel‟s Acquisition of Arcelor in June, 2006, which is
considered to the largest deal of all time in the history of steel industry. The largest steel
producer acquired second largest steel producer of the world. The second case study that
will be used is Tata Corus deal. The importance of Tata Steel‟s acquisition of Corus is
that world‟s 55th
largest bought the 8th
largest steel producer of the world to become 5th
largest company in the world. Both the acquisitions are considered to be one of the
biggest deals in the history of steel industry. Both the companies are playing the role in
consolidating the highly fragmented steel industry. It will be interesting to know about
the company‟s motives and their roles in doing so.
4.4 Data collection methods:
There are two kinds of data collection methods: Quantitative research method and
Qualitative research method. Both the methods are commonly used in research and are
chosen depending upon the study. The main purpose for search of quantitative data is to
determine the quantity or extent of some phenomenon in form of numbers. [Neuman,
1994] It is highly developed and builds on applied mathematics. It makes use of statistics,
hypothesis and variables. Neuman, [Neuman, 1994] further explained that researchers
choose from standardized set of data analysis techniques; hypothesis testing and
statistical methods and there less variations across a range of different research projects.
30
The main disadvantage of this method is that data analysis could not be started until all
the data has been collected and been condensed into numbers [Neuman, 1994].
On the other hand qualitative research tends to be unstructured and text based, consisting
of transcription of interviews or discussions, field notes or other written documents. In
this research statistics and numerical data is rarely used. [Hussey & Hussey, 1997] One of
the strengths of this kind of research is that one can begin analysing early in a research
project, even while collecting data. A weakness that researchers find is that qualitative
data analysis analyses small number of cases which can have more than one meaning and
at the same time reduces the validity of the results [Neuman, 1994].
In Mergers and acquisitions, research can be based on both the qualitative and
quantitative methods. The research will be started with the literature review and
collection of information related overview of steel industry, consolidation in the industry,
case study and lastly in-depth analysis of mergers and acquisitions in steel industry. Data
will be collected from journals, news, articles; corporate websites, books and internet. In
order to carry on this Quantitative data will include collection of statistics of steel
industry, study on financial accounts and stock prices of the companies and other M&A
related data. Moreover, qualitative data will also be useful with the in-depth analysis of
M&A in steel industry. With the use of both the methods qualitative research can provide
detailed description along with numerical description that quantitative research provides.
4.5 Analysis Strategies:
Results and Analysis is designed in such a way that purpose of each research objectives
(that has been mentioned in the first section of this chapter) is served one by one.
The first objective of the study is to indicate/ highlight the motives of steel companies
behind Mergers & Acquisitions. This objective has been solved by analysing the
combined motives of both the companies from the data available in the case study. The
31
synergies that the companies and analysts are expecting from the combined company
have been reviewed in depth and thoughts have been generated for this reason.
The second objective is to enquire if steel companies are benefiting from Mergers and
Acquisitions. In order to solve the purpose of this objective SWOT (Strength,
Weaknesses, Opportunities and Threats) analysis will be performed for the combined
firm in both the case studies so that both the flaws and benefits of the merger or
acquisition can be analysed. In order to get even better picture of the benefits, post
acquisition performance measurement criteria that will be discussed in literature review
will be used in practice. Those criteria‟s are stock price comparison, Accounting profit
comparison and operational efficiency.
The third objective is to identify the main medium of financing used for these mergers
and acquisitions. For this purpose case study has been studied and the main financing
method used has been distinguished in both the cases.
The fourth objective is to investigate if steel companies are paying appropriate price for
these mergers and acquisitions. In order to know the appropriate price paid for the
acquisition, Enterprise value per ton (EV per ton) and Enterprise value per EBDIT (EV
per EBDIT) values will be compared. Enterprise value is total value of the company
includes the equity and total debt of the company.
However the above calculation will not be enough to comment on the pricing issue. Raw
materials costs contribute to more than 40 percent of the total costs of the steel industry
and being self sufficient is a big competitive edge. So, iron ore mining assets of Tata-
Corus will be compared with Arcelor-Mittal. Conclusion will be drawn based on the
comparison.
The fourth objective of the company is to identify the issues that steel companies will be
dealing with, with respect to Human Resource and Cultural aspects of Cross Boarder
32
Merger & Acquisitions. This purpose will be served by studying the HR &cultural fit of
both the organisations and generating the issues.
The sixth and main objective of this research is to find out the critical factors driving
Steel industry into mergers and acquisitions. This purpose will be solved by studying the
global steel scenario as shown in Chapter 3 and case study in chapter 5 and analysing the
difficulties or challenges that the steel companies have been facing in present scenario.
Thoughts will also be generated on how mergers and acquisitions can help in minimising
those challenges. If these challenges can be minimised by mergers and acquisitions then
those challenges are the determined factors which are driving steel industry in
consolidation.
The seventh and last objective of the research is to discuss whether M&A will reduce the
cyclicality of the steel industry. In order to serve this purpose the structure of the steel
industry will be studied all around the world and future structure will be predicted on the
basis of the past trends and momentum of the M&A in steel industry. This structure of
the industry will determine the consolidation structure, cost structure and consumption &
production structure. Once the structure is determined steel industry will be positioned
and compared with the other metal and mining industries in terms of consolidation and
return on capital employed (ROCE), conclusion will be drawn thereafter.
33
CHAPTER 5: CASE STUDIES
In this chapter, we will use real life example of two companies to and the company
selection criteria has already been studied in chapter 4. The first company that has been
studied is Arcelor-Mittal, whose combination created the largest steel company in the
world, three times the size of its nearest competitor. The significance of the second
company i.e. Tata-Corus is that the 55th
largest company bought 8th
largest company to
become 5th
largest company in the world. This is very unusual combination.
In this chapter, first background of acquiring and acquired company will be studied in
both the case study. Then structure and payment method used by the deal will be
discussed. Further, Synergies expected by combined company will be stated.
5.1. Arcelor-Mittal Case study:
5.1.1 Background of Mittal Steel:
Mittal Steel has been one of the most successful steel companies in the world with 49.2
million tonnes of crude steel production, and revenues of USD 31.2 billion in 2005. Its
steel production accounted for 6 percent to the total steel market of the world. [Gayathri,
2006 & Mathew, 2006]
Mittal Steel was started by its Chairman and CEO Lakshmi Niwas Mittal. He started his
career working in his father‟s Steel Company during his college times at Calcutta, India.
In 1976, visualising the opportunity in the steel industry he moved on to Indonesia to set
up a steel company and founded Ispat Indo. In 1989 he made his first acquisition of
government-owned steel firm at Trinidad and Tobago and turned it around. He doubled
its output and brought it in profit. Over the years he bought many more government and
privately owned steel enterprises, which have been mentioned in Table 6 [Gayathri, 2006
& Mathew, 2006].
34
Table 6: Mittal Steel’s Acquisitions prior to Arcelor
Year Company and Country Capacity (million tonnes
per annum)
1989 Iron and Steel Company of Triniad & Tobago 0.9
1992 Sibalsa (Mexico) 3.4
1994 Sidbec-Dosco (Canada) 1.4
1995 Hanburger Stahlwerke (Germany) 2.8
1995 Karmet (Kazakhstan) 3.8
1998 Inland Steel Company (USA) 5.3
1999 Unimetal (France) 1.5
2001 ALFASID (Algeria) 1
2001 Sidex (Romania) 3.8
2003 Nova Hut (Czec Republic) 2.9
2004 Polski Huty Stali (Poland) N/A
2004 BH Steel (Bosnia) 0.2
2004 Macedonian facilities from Balkan Steel N/A
2005 ISG (USA) 20
2005 Kryvorizshtal (Ukraine) 7.7
2005 Stelco subsidiaries (Canada) N/A
Source: Compiled by Author from Gayathri, 2006, Sinha, 2006 & Mittal Steel, 2006 (A)
Mittal succeeded largely from turning around state owned loss making firms by cutting
costs, exploiting economies of scale and selling higher-value products. Mittal steel came
into highlight when he merged its companies Ispat International and LNM Holdings and
bought International steel group in 2005 for USD 4.5 billion. Mittal got access to US
markets and thereby began getting orders from automobile and appliance industries for
high margin metal sheets and hence improved company margins. [Gayathri, 2006 &
Mathew, 2006]
35
In 2005, Mittal bought Kryvorizshtal which produced approximately 20 percent
Ukraine‟s Output. Mittal paid USD 4.8 billion (initial bid amount USD 2.8 billion) for
this deal because of the presence of competitor Arcelor. This might have prompted Mittal
Steel to takeover Arcelor. Moreover, in January 2006 Mittal Steel completely changed
the scenario of the Steel industry by placing bid for Arcelor, which was the second largest
steel company with 4 percent of the world‟s steel market. [Gayathri, 2006 & Mathew,
2006]
5.1.2 Markets and Product Range of Mittal Steel
Mittal Steel had strong presence in North America. Mittal Steel was market leader in
Eastern and central Europe, Asian and African market. This shows that Mittal steel had
right mix of developed and developing markets [Sinha, 2006 (B)].
Table 7: Markets of Mittal Steel
Source: Mittal Steel, 2006 (C)
The product portfolio of Mittal as shown in the Figure 4 consisted of mostly low value
products. Still it had very appropriate mix of long and flat products.
36
Figure 4: Product Portfolio of Mittal Steel based on 2004
Source: Mittal Steel, 2006 (B)
5.1.3 Background of Arcelor:
Arcelor was formed in 2002 as a result of the merger of Arbed of Luxembourg, Aceralia
of France and Usinor of Spain. The three companies joined together in order to create the
largest Iron and Steel company in the world in 2002. [Agarwal, 2006]
As of 2005, Arcelor comprised 371 fully consolidated companies and 180 companies that
were consolidated by distributing the equity. Arcelor had 84.39% shares with the public
in the open market and the largest stakeholder being the state of Luxembourg with 5.6
percent stake. Arcelor also used the strategy of growing through acquisitions. In 2005, it
bought Poland‟s Lucchini Group and expanded its operations in Eastern Europe. In early
2006, it acquired Dofasco, the Canadian steel producer and hoped to establish its market
in North America as well. In February 2006, Arcelor acquired 38 percent stake in China‟s
largest producer of sections and beams, Laiwu Steel Group (capacity of 7 million tonnes),
for Rmb 2.1 billion. [Gayathri, 2006]
In 2005, Arcelor had crude steel capacity of 43 million tonnes and was the second largest
steel producer after Mittal steel, which overtook Arcelor in 2004 as the largest producer
37
of Steel in the World with capacity of 63 million tonnes. Arcelor had been declared the
„Corporate jewels of Europe‟. That‟s why Mittal‟s bid for Arcelor created turmoil in
some European countries (especially France and Luxembourg) [Gayathri, 2006].
5.1.4 Markets and Product range of Arcelor:
Arcelor had very rich product mix and 70 percent of the output consists of flat product
and Stainless steels. These occupies higher price per tonne as compared to the normal
steel product [Mathew, 2006]. The company was also market leader in high valued steel
produced for European car makers, construction, household appliances, packaging and
general industrial applications. [Gayathri, 2006]
Arcelor had a strong presence in the European Union, with 71% of its sales coming from
the latter. This made it the market leader. North America, South America and rest of the
world accounted for 9%, 11% and 9 % respectively [Agarwal, 2006]. Its plants were
located mainly in Western Europe with two plants in France, one in Belgium and one in
Spain [Gayathri, 2006].
5.1.5 Hostile Takeover of Arcelor:
On 27th
January, 2006 Lakshmi Nivas Mittal, the founder and chairman of Mittal Steel
(worlds largest Steel Company) launched a hostile bid worth Euro 18.6 billion for
Arcelor, the second largest steel company in the world. The combined entity would be the
Mittal‟s vision to create the world largest steel company in the history of steel industry,
three times the size of its nearest competitor Nippon Steel. It was also considered to be
one of the largest hostile bids in the European History.
38
Time line of the Hostile Takeover: The timeline of the acquisition has been given below
[Compiled by Author from Gayathri, 2006, Sinha, 2006 (A) & The Hindu Business Line,
2006]
Jan. 27:
Mittal Steel announced the open offer for all the Arcelor ordinary shares and convertible
bonds for Euro 18.6 billion (US$ 22.6 billion). The primary offer was mixed cash and
share offer for Arcelor Shares. The deal consisted of 0.8 Mittal Shares and Euro 7.05 for
each Arcelor share.
Jan. 30:
The hostile acquisitions offer of Mittal Steel shocked Europe. Luxembourg, France,
Belgium and Spain government opposed the move stating that proposed bid may put
thousands of employees at risk. Guy Dolle, CEO of Arcelor, ruled out the proposal by
commenting that deal price was very low and they had a different target market culture.
He also pointed to Mittal Steel‟s corporate governance, stating that it is completely a
Mittal family- run enterprise.
Feb 16:
Arcelor declares 85 percent dividend hike disregard Mittal‟s bid.
April 4:
Arcelor unveils some more takeover defences. Arcelor declared payment of US$ 6 billion
to the shareholders and proposed to make recently acquired Dofasco as an independent
Dutuch Foundation control over the unit.
39
April 28:
Some of the institutional shareholders opposed Arcelor‟s opposition to the Mittal Steel‟s
bid.
May 15 2006:
Mittal sweetened the deal going through severe criticism by Arcelor Board by increasing
the bidding price to Euro 25.8 billion (US$ 33 billion). Arcelor Board studied the revised
offer and commented that all decisions will be made protecting the interest of the
shareholders.
May 16, 2006:
The market regulators in France, Belgium, Luxembourg and the Netherlands cleared the
bid.
May 26, 2006:
Arcelor announced a Euro 13.6 billion merger proposal with severstal, leading steel
company of Russia. The proposed merger would have made it number one steel maker,
dislodging Mittal Steel. In this deal, Mardashov (Chairman of Severstal) will own 32.2%
stake and 68.8 % by existing Arcelor shareholders.
June 6:
European Commission approved the merger of Arcelor and Mittal.
40
June 20:
Severstal revised its terms and raised the bid and agreed to settle on the 25 percent rather
than 32.2 percent earlier.
June 23:
Arcelor and Mittal decided to meet on June 25, 2006.
5.1.6 Structure of the final Deal and Financing:
After 5 months of hostility, on June 25, 2006 Arcelor board recommended shareholders
merger with Mittal Steel. Mittal Steel decided to raise its offer to 1.084 Mittal Shares and
Euro 12.55 in cash for each share of Arcelor. This made total of Euro 40.4 per Arcelor
share. Mittal Steel also offered 13 Mittal Steel shares and Euro 188.42 for every 12
convertible bonds of Arcelor. Arcelor shareholders received 69 percent of offer in shares
of Mittal Steel and balance 31 percent in cash. The total offer came to USD 33.7 billion
[BBC news, 2006 & The Tribune, 2006].
After the merger Mittal would hold 43 percent stake in the merged company. Mittal on
terms also agreed to limit his holdings to below 45 percent. This was done so reduce the
control of Mittal family in the combined enterprise [The Tribune, 2006].
The post merger 18 member board will consist of 12 existing board members of Arcelor
and six Mittal nominees. Arcelor chairman Joseph Kinch would become the chairman of
Arcelor Mittal and Lakshmi Mittal would become the president of the Board [The
Tribune, 2006].
41
5.1.7 Synergies:
“ Mittal and Arcelor have both been at forefront of the consolidation in steel sector in the
last 10 years. This combination accelerates this process and leaves us uniquely positioned
to benefit from the opportunities created.”
- Laxmi Niwas Mittal, Chairman and CEO, Mittal Steel as cited by Sinha, 2006 (B)
The combination of Arcelor and Mittal Steel will create a company that will account to
10 percent of the global steel production with capacity of 110 million tonnes per annum.
The combined company will have 61 pants in 27 countries with 320000 employees and
an annual turnover of USD 69 Billion [Agarwal, 2006 & Sinha, 2006 (B)]. The combined
company will generate financial synergies, as shown in Table 8. The other financial
synergies are that the company will also benefit from lower cost of capital, improved
cash flow and improved access to capital markets [Sinha, 2006 (B)].
Table 8:
Source: Mittal Steel, 2006 (B)
42
This combination will enable to create an unmatched geographic presence with very
limited geographic overlapping as shown in figure 5. This would help the company to be
leader in five main markets i.e. South America, NAFTA, European Union, Central
Europe and Africa. The combined assets of the company will give them good
combination of developed and developing markets. [Sinha, 2006 (B)]
Figure: 5
Source: Mittal, L.N. 2007
According to some of the analysts it will create „one stop shop‟ for the customers. This is
so because Arcelor‟s market and high value steel will be complimented by Mittal‟s
market and low cost commercial steel [Mathew, 2006]. The merger would allow the
company to expand its product portfolio and help winning orders from automotive,
appliances, packaging, construction, oil and gas spread across different regions.[Sinha,
2006 (B)] The product portfolio offered by the combined company in 2006 has been
shown in Figure 6.
43
Figure 6:
Source: Mittal, L.N, 2007
The Merger wouldn‟t give synergies in Marketing and product range but also purchasing,
manufacturing and shipping as shown in figure 7. This synergy is expected to be around
USD 1 billion till year 3. Analysts expect that the combined company will give ability to
change the impact of cyclical fluctuations in the economy [Mathew, 2006].
Figure 7: Purchasing marketing and manufacturing synergies of Arcelor Mittal
Source: Mittal Steel, 2006, (B)
44
Other synergy is that significant amount can be saved on use of in-house raw materials of
Mittal Steel. Mittal steel has reserves of iron ore (one of the major raw material for steel
production) in Kazakhstan, Ukraine, North America and Bosnia. Whereas, Arcelor does
not have much of reserve like Mittal but have reserves of Dofasco. The combined
company will make it self- sufficient with 45 percent of iron ore requirement as shown in
figure 8. [Mathew, 2006]
Figure 8: Raw material self sufficiency and internal distribution centres
Source: Mittal, L.N. 2007
The combination of Arcelor and Mittal will also give some synergies in marketing and
trading as the group will have 38 percent of the total distribution by internal centres as
shown in figure 8.
45
5.2. Tata-Corus Case study
5.2.1 Background of Tata Steel:
Tata Group was formed in 1868 by Jamsetiji Nusserwanji Tata. Tata Steel, one of the
main companies of Tata group is India‟s largest private sector steel company and had
been one of the lowest cost steel producers in the world. Tata Steel was formed in 1906
celebrating its 100th
year in 2006 [Rasheeda, 2006 & Bhaskaran, 2006].
Tata Steel Managed turnover of USD 6311million, EBDIT of USD 1815 million and Net
Profit of USD 961 million in financial year 2006-07 (excluding Corus). It also produced
4.93 million tonnes (India) of crude steel and sold 4.79 million tonnes. Over all Tata Steel
has a capacity of 8.8 Million tons. This includes the two subsidiaries, Nat steel and
Millennium Steel (Thailand). Tata Steel is fully integrated across its value chain. It is
100 percent self-dependent as far as raw materials like iron ore and coal are concerned.
Also, it has huge expansion plans in India in years to come. On the other hand, it has its
own distribution networks and centres all over India. [Tata Steel, Annual Report, 2006-
07]
From last few years, Tata steel has been in the process of building a global company.
Therefore it acquired Nat Steel (Singapore) in 2004 and Millennium steel (Thailand) in
2005.
B. Muthuraman, Managing Director of Tata Steel said “In my view, globalisation is a
method by which you put the right part of the value chain in its right place in the world,
and link it up properly-finishing facilities where customers exist, and primarily
manufacturing facilities where manufacturing is competitive” [Bhaskaran, 2006].
46
5.2.2 Background of Corus:
Corus Group is the 2nd
largest steel producer in Europe and 9th
largest producer of steel in
the world. It was formed with the merger of British steel and Dutch Royal Hoogovens in
late 1999. In this merger British Steel and Hoogovens had 61.7 % and 38.3% share
respectively, in the new company. It produced 18.8 Million tonnes of steel for the year,
ending 30th
December 2006. It had manufacturing facilities in UK, Netherlands,
Germany, France, Norway and Belgium with installed capacity of 21.4 million tonnes per
annum. In 2006, Corus had a turnover of GBP 9733 million with operating profit of GBP
457 million [Corus, Annual Report, 2006 & Gupta, 2005].
Table 9: Major Production Facilities of Corus
Source: Corus, Annual Report, 2006
5.2.3 Product range and Markets of Corus:
Product Range: Corus manufactured a large variety of steel products from different
division strip products, Long products, Distribution and building systems division.
47
Figure 9: Product Mix of Corus for 2005
Source: Corus, Annual Review, 2005
In 2006, Hot rolled Coil production was about 60 percent of the total crude steel
produced; 65 percent of these coils being used for further processing into sections, plates,
engineering steels or wire rod. Long products contribute around 21% in the product mix.
The product mix of Corus has been shown in figure 9 [Corus, Annual Report, 2006].
Principal markets for Corus group‟s steel products are construction, Automotive,
Packaging, mechanical, electrical engineering, metal goods and oil and gas industries.
Europe is the main market for CORUS contributing to 53 percent of the total turnover in
2006. UK, North American, Asian markets follow with 27%, 9% and 8% respectively.
For this reason, Corus has sales office in 30 countries and has a world wide trading
network. [Corus, Annual Report, 2006]
5.2.4 Structure of the Deal and Financing:
In order to drive globalisation strategy Tata Steel made $8.1 Billion offer on 17th
October, 2006 for Anglo-Dutch Steelmaker Corus Group. This deal was at a price of
455p per Corus share. On 20th
October, Tata Steel also got approval of Corus Group for
48
the acquisition. But a twist happened when CSN (Brazilian company) offered 475p
higher than Tata Steel on November 17th
2007. Tata Steel revised its offer to 500p per
share, CSN in made another offer 515p in December, 2006. As the process was extending
the UK panel on takeover and Mergers set a deadline on 30th
January, 2007. An auction
process was held on 30th
January and number of bids went between Tata and CSN. Tata
Steel made final bid for the company of 608p per share or $12.9 Billion and was declared
winner to acquire Corus [Tata Steel Annual Report, 2006, Rasheeda, 2006 & Goldstein,
2007].
Figure 10: Holding company format of Corus
Source: Tata Steel, Annual Report, 2006-07
Initially the acquisition was funded by Tata steel in a mixture of cash resources and
syndicate loans. This amount of USD 2.7 billion was transferred to Tata Steel Asia
Holdings Pte Ltd (TSAH). TSAH raised bridge loans of USD 2.5 billion and mezzanine
loan of USD 0.6 billion was raised by Tulip UK Holdings, which was invested by the
way of equity in Tata Steel UK ltd. The balance of the consideration was raised through
Tulip Finance Netherlands (wholly owned subsidiary of Tata Steel UK ltd) via Senior
Debts of USD 4 billion and Mezzanine bridge of USD 3.1 billion [Tata Steel, Annual
Report, 2006-07].
The details given below in Table 10 is the long term arrangement of funds approved by
the Board of Tata Steel on 17th
April 2007.
49
Table 10: Long term Arrangement of funds by the Tata Steel Board
Source: Tata Steel, Annual Report, 2006-07
The company will contribute USD 4.1 billion as equity finance. This will comprise of
USD 700 million from internal resources, USD 500 million of external borrowings, USD
640 millions from preferential issue of equity shares, USD 862 million from rights issue
to equity shareholders, USD 500 million from foreign issue of equity and USD 1 billion
from rights issue of convertible preference share [Tata Steel, Annual Report, 2006-07].
5.2.5 Synergies:
The Strategic Combination of Tata and Corus is very unusual combination since the
acquirer ranked 55th
while the acquired company ranked 8th
in world steel production.
The combination will make the acquirer the sixth largest steel company in the world with
the Crude steel production of 23.5 million tonnes and capacity of 28 million tons as
shown in figure 11 [Tata Steel, Annual Report, 2006-07].
Moreover this Tata Steel will gain from the economies of scale, greater production
facilities, enhanced R&D capabilities and distribution networks in high end markets.
50
Figure 11: Tata Corus Combined steel production
Source: Tata Steel, 2006
On this matter, Executive director of Pricewaterhouse coopers, Sanjeev Krishnan as cited
by (Rasheeda, 2006), said “The primary reasons for outbound deals appear to be the
necessary scale and size to be globally competitive. This is, in fact, the primary driver for
the Tata-Corus deal apart from being a good fit.” As we can see in figure 12, the
combination of Tata steel and Corus will help the combined entity to increase its sales,
EBITDA, Net Income and crude steel production tremendously. Hence, a huge scale
company will be created.
Figure 12: Pro forma Combination (figures as per FY 2005)
Tata Steel Corus Combined
Source: Tata Steel, 2006
51
Corus have very little access to the mines, which is the main reason for the EBITDA
margin of around 9 percent in comparison to the average 14 percent of the European steel
makers. Tata Steel expects to send low cost slab produced in India for high end finishing
at Corus. Tata Steel also has plans to set up huge capacity Greenfield projects in India
[Tata Steel, Annual Report, 2006-07].
The other synergy is that Tata Steel will be able to get is the benefits of the R&D
capabilities of Corus. This is so because Corus has high skilled 950 researchers in
contrast to 88 researchers in Tata Steel. The R&D department of Corus has been very
successful with introducing new products for automobile and construction industries
[Rasheeda, 2007]
Being Corus in the developed market and Tata Steel in developing market will create a
powerful combination. This is so because this will give Tata Steel would have an
advantage to access markets in both High end developed markets of Europe and low cost
manufacturing facilities of Asia as shown in figure 13. [Rasheeda, 2007]Corus has
dominant market share in UK, with 51 percent market share of carbon steels in 2006
[Corus, Annual Report, 2006-07]. As shown in figure 13, 53 percent market of Corus in
Europe will give Tata Steel direct access to the European High end steel markets.
An industry Analyst Rakesh Arora as cited by Rasheeda, 2006 stated that “It‟s a good
mix of developed and developing country – You have the stability of a developed country
and growth of a developing country. It‟s a win/win situation for both companies – Corus
has been burdened by high raw material costs and Tata steel can provide raw materials
very effectively.”
For the above reasons Tata Steel expects synergies of 350 million to be attained in third
year of merger.
52
Figure 13: Global Presence and customer reach of Tata-Corus
Source: Tata Steel, 2006
Moreover, the combined market of Tata-Corus will provide them wide variety of markets
and appropriate mix of mature markets of Europe and growing markets of Asia as shown
in figure 14.
Figure 14: Combined Markets of Tata-Corus
Source: Tata Steel, 2006
53
Tata-Corus deal is considered to be a friendly transaction and initiation of global
partnerships [Tata Steel, 2006]. The other advantage that there is cultural compatibility of
both the companies as shown in figure 15. Both the companies has same continuous
improvement programme, code of ethics and world class governance.
Figure 15: Cultural fit of Tata-Corus
Source: Tata Steel, 2006
54
CHAPTER 6: Results and Analysis
This chapter is based on the study of the last four chapters. Here the Author analyses and
discusses the main objectives of the research. All the research questions have been
answered in this section. First we will start the discussion with the motives behind
Mergers and Acquisitions.
6.1 Motives of Mergers and Acquisitions in steel industry:
The history of the steel industry has already been discussed in the Global steel industry
chapter. We found that government owned many steel plants were privatised and the era
of consolidation in steel industry begun in 2002. That is why it has become very
important to analyse the motives that is driving steel companies into mergers and
acquisitions.
Improved product portfolio: Tata Steel and Mittal Steel both had acquired companies in
order to improve their product portfolio. Getting the proper mix of low value and high
end steel products to serve the wider range of markets has been one of the main motives
of Steel companies.
Market Share and Global Presence: Both the companies focused on expanding their
operations globally and grabbing the market world wide. It also included the right mix of
markets, i.e. slow growth in developed markets or mature markets and high growth in
developing markets.
Inorganic growth: It takes at least 5 years to set up an integrated steel plant as quoted by
Wharton (2007). It would also take years to fix the market and win customers over their
competitors. Growing inorganically enables the steel companies to expand their capacity
immediately and capture the market along with it. This was the key strategy of Mittal
Steel. It has not set up any Brownfield project and has grown only by acquiring several
steel companies.
55
Proportionate negotiation power with the suppliers and customers: Steel industry has
been the victim of disproportionate negotiation power with its suppliers and customers.
The reason for this is the small number of raw material suppliers to the steel industry, and
a small group of customers for the steel thus produced. Furthermore, the steel industry
has been highly fragmented. Sinha, 2006 stated that three Iron ore major companies
control 75 percent of the supply of Iron ore and top ten auto companies account for 95
percent of automobile production. On the other hand, in the steel industry the top 5
players account for only 20 percent of steel production.
Both the companies (Tata Steel and Mittal Steel) have expected their purchasing and
marketing synergies to improve by reducing the negotiation power of its suppliers and
customers. This has also been steel companies‟ primary motive, behind getting into
mergers and acquisitions.
Strength to face down turn: When steel companies turn big, they have better strength to
face the downturn of the industry. This is so because the combined entity has better cash
flow and a wider range of market than their competitors. More and more acquisitions in
the industry will lead to consolidation, which will help them earn sustainable earnings in
the long run.
Better Service to the Customers: One of the other important reasons for steel
companies‟ interest in M&A is to provide integrated service to the consumers and help in
global procurement. It will also enable the steel companies to carry combined research
and development with their consumers, and come up with the newer products. For
example: Ford Motors can tie up with Arcelor-Mittal to provide them with all the steel
related products like metal sheets and other special steel products. Since both the
companies have global presence Arcelor Mittal can supply steel to all Ford plants
globally. This may enable both the companies to work together towards R&D and new
product development. The motive is to win orders and gain competitive advantage
against their competitors.
56
Economies of scale: Economies of scale is one of the important motives of both the
companies to gain manufacturing and R&D synergies. Economies of scale enable
companies to invest more in research and development. The benefit for them is that they
will have lesser per ton R&D cost and the expertise of both the companies would be
available for the development of better products.
6.2 SWOT Analysis:
In this section SWOT (Strengths, Weaknesses, opportunities, Threats) Analysis of the
both the companies will be done. SWOT Analysis has been chosen so that it can measure
the benefits as well as the drawbacks that company is likely to face in long term and short
term.
6.2.1 Tata-Corus:
Strengths:
The combination of Tata and Corus will make Tata Steel the 5th
largest steel
maker in the world.
The combination will provide them with enhanced product portfolio.
The combination will allow Tata to produce low cost slabs in India and send those
slabs for finishing in the CORUS plants in long term.
It will enable Tata to utilise the distribution network of CORUS to get better price
for the products produced in India.
It will have access to the high end market of Europe and will be able to cater wide
variety of markets as shown in figure 13.
57
It will be able to enhance its R&D capabilities with the highly efficient R&D of
Corus.
Weaknesses:
Since the Tata-Corus deal is leveraged buyout, debt burden will lead to increase in
interest costs and affect debt-equity ratio.
Tata Steel is one of the lowest- cost producers of steel in the world, with 28.75
percent of operating margin in 2005. On the other hand, Corus is a high- cost
producer with 10.13 percent operating margin in 2005 as mentioned in figure12.
Combining both the margins, the overall margin will reduce drastically.
Tata-Corus does not have enough raw materials to source for Corus‟ plants in the
short term. The cost of raw materials constitutes approximately 40% of the total
cost of steel production.
While Tata Steel has expertise in construction steel, Corus specialises in carbon
steel. This may lead to conflict in the interest of the two companies.
Opportunities:
In terms of financing, Tata steel stands a good chance of raising funds on Corus‟s
goodwill. The former can do this by listing in London Stock Exchange, which
might help it in getting a better price for its share.
If further consolidation happens in the industry, there is possibility of reduction of
cyclicality of the steel industry, which may lead to better profits for Corus plants.
58
Tata Steel has an opportunity to turnaround Corus plants in the long run by
acquiring other mining companies abroad and using the raw materials thus
acquired, to feed Corus‟ plants.
Threats:
Due to the cyclicality of the steel industry, it is possible that industry cycle
changes and goes in downturn. If this happens, Corus plants might get into trouble
because of interest- burden caused by leveraged buyout, and the insufficiency of
raw materials.
Although Tata Steel, has gained size with Corus‟s acquisition. If Tata Steel wipes
some of its debts with equity dilution. This combined company may itself become
a victim of hostile takeover by other big companies like Arcelor Mittal and
Severstal.
6.2.1 Arcelor Mittal:
Strengths:
The combined entity will control 10 percent of the global steel market, leading
with 3 times of its nearest competitor, Nippon steel.
The Arcelor Mittal combination will allow them to win customer orders from the
global automakers and construction companies. This is because of their global
presence as discussed in the above-mentioned case study.
The combination of low value steel produced by Mittal Steel and high value steel
produced by Arcelor, along with the wide product range of the Arcelor- Mittal
59
combination, would give the company competitive advantage over business
rivals.
Mittal Steel itself can meet 45 percent of Arcelor-Mittal‟s iron ore requirements,
which would help in reducing the combination‟s costs, and enable it to further
grow along the down-stream supply chain.
The Arcelor-Mittal combination has become a truly global company.
Weaknesses:
Arcelor has been a very innovative company and had thousands of patents; on the
other hand Mittal had only 20 odd patents. Although both the companies had
almost the same size, Mittal Steel did not have much interest in R&D. This might
also affect on the combined entity and consequently affect the business in long
run. [la tribune, 2006]
Mittal Steel had till now been a family-controlled enterprise, with the Mittal
family owning 88 percent stake. Even in Arcelor-Mittal, the Mittal family owns
43 percent stake. Therefore even the combined entity may lack shareholders
value.
Recently Mittal steel was accused of monopoly in United States and South Africa
for charging excess pricing. By virtue of having a combined entity, the company
will be more exposed globally and may get into conflict with several competition
tribunals across the world.
60
Opportunities:
In the era of consolidation, the company can acquire some more government
owned steel units or other steel companies, and expand their operations in other
countries.
Many other companies like Severstal, Tata Steel, Nicor and POSCO are playing a
leading role in consolidating the steel industry. This may help in reducing the
cyclicality of the industry.
Threats:
The deal of Arcelor-Mittal was opposed by the government of France and
Luxembourg. Iron and steel Industry being the key industry for other industries,
government may intervene on price and on further acquisitions.
Both the companies have had a history of acquisitions but there was a difference
in culture. Arcelor being more professional had 12 members in their board. On the
other hand, Mittal Steel was more of a family-run organisation, with most of its
board members belonging to the Mittal family. Therefore, there is a threat of
mismatch of management culture in Arcelor-Mittal.
Although the Steel industry is in the process of consolidation, 70 percent of the
industry is still highly fragmented. Due to this existing high rate of fragmentation,
the cyclicality of the steel industry cannot be reduced, despite the process of
consolidation having begun. Downturn in the industry may lead to drastic
reduction in profit margins.
61
6.3 Post Acquisition Performance measurement:
We have already discussed some of the post acquisition performance measurement
criteria in the literature review. We will use those criteria to measure the performance of
both the companies, and draw a conclusion based on that. We will compare the stock
price performance of both the companies. Accounting return and operational performance
will be measured only for Arcelor- Mittal because Tata- Corus is still in the process of
merger and has not come out with any results.
6.3.1 Stock Price comparison:
In this measurement criterion we will observe the stock market reaction to the merger till
date. Both Tata- Corus and Arcelor-Mittal share price movement will be observed.
Figure16: Price chart of Tata Steel from 28th
August, 2006 to 24th
August, 2007 in
BSE
Source: India Info line, 2007
Tata Steel stocks dropped 10 percent on the news of Tata Steel buying Corus on 31
st
January 2007 (Thiagarajan, 2007). As we can see in the graph shown above in Figure 16,
stock price went down slightly but recovered in April due to high demand of steel. This
shows that market did not take
This shows that the stock market did not take the Tata- Corus deal normally and was
considered to be an over priced deal. But seeing the demand of steel and the consequent
62
rise in the price of steel may make this deal worthwhile in the long term. This reason is
preventing the Tata Steel stock prices from crumbling.
Figure17: Price chart of Arcelor Mittal at NYSE from (August 2005 –August 2007)
Source: Reuters, 2007
As is evident in the graph above (figure 17), there has been an uptrend in the share price
of Arcelor-Mittal since the merger. This shows that stock market reacted positively on
this merger. The stock price almost doubled in just one year of the merger. The uptrend
indicates that the company has been performing very well.
6.3.2 Accounting profit comparison:
Tata Steel is still in the process of integration and current acquisition. It will be
interesting to see its results when it comes out.
Net profit margin has increased from 7.9 percent in half yearly reports of June 2006, to
9.6 percent in the half yearly reports of June 2007. Earnings per share increased from
$2.47 to $3.6 per share, comparing the half yearly results of June in 2007 and 2006.
Gearing (net debt to equity) increased from 35 percent to 42 percent (Market watch,
2007).
63
The ratios calculated above show that although the profits of the company have
increased, the gearing of the company has also increased. But overall profitability of the
company has increased tremendously as compared to the gearing. This shows that the
combined entity has financially benefited from this acquisition.
6.3.3 Operational Efficiency:
EBIDTA (Earnings before Interest, Depreciation, Taxation and Amortisation) of Arcelor-
Mittal increased by 42 percent, as reflected in the half yearly result of June 2007. The
EBIDTA amount has increased to US$ 9672 million, as compared to pro forma half
yearly result of June 2006.
Operating Income for the same half yearly June 2007 has increased by 50 percent and
reached US$ 7687 million. The company claims that this improvement in the
performance has been due to the high demand of steel and higher selling prices for all the
major segments. Operating margin for the period was increased from 11.9 percent to 14.9
percent.
There has been a tremendous improvement in the operating profit as compared to the last
half yearly operating profit of the combined firm. This constitutes the perfect example of
achieving efficiency and higher price for the products through Mergers and acquisitions.
64
6.4 Comparison of Tata- Corus and Arcelor- Mittal:
This section will compare both the case studies mentioned in chapter 5 in terms of
financing, price paid for the acquisitions, raw material self-sufficiency and human
resource & cultural issues.
6.4.1 Financing of the Acquisitions:
As in the case of Arcelor-Mittal, 69%of the acquisition has been paid for by shares, while
31 percent has been paid in cash. On the other hand, Tata Steel bought Corus in hard
cash. Being an all cash deal for Tata Steel, the company plans to raise capital not only
through debt but also equity dilution. More than $ 8 billion of the fund will be raised by
leveraging Corus assets. Thus, it is considered to be a leveraged buyout by many
analysts. The rest of US$ 4 billion will be contributed as equity finance and from internal
resources. The board has planned to convert the loans into equity in the long run.
Mittal Steel paid majority by shares, because of which they were not under pressure to
arrange cash. The other point is that the Arcelor- Mittal deal was among companies that
were almost at par with each other, for they had almost the same capacity. On the other
hand, Tata was a much smaller player in terms of capacity and hence, it did not have
enough market capitalisations to pay by shares. The further equity dilution would
increase the risk for Tata steel of being Hostile Takeover. Therefore, Tata Steel had no
other option but to use debt financing initially and later convert into shares.
In conclusion, Arcelor Mittal deal will not face the burden of debt and will have a normal
debt- equity ratio to face the cyclicality of the steel industry. On the other hand, Corus
being a leveraged buyout would lead to a consequent increase in Tata-Corus‟ interest
burden, which would make it difficult for the company to face a downturn in the steel
industry.
65
6.4.2 Price paid for the acquisition:
The Enterprise Value (EV) of Corus was around USD 13.75 billion which includes debt
of USD 0.85 billion. On the basis of EV per ton, the enterprise value came to USD 751
per ton and calculation has been based on the actual crude production of 2006 (18.3
million tons) and USD 649 per ton based on the crude steel capacity i.e. 21.1 million
tons. [Tata Steel, Annual Report, 2006-07] On the other hand, Enterprise value per ton
paid by Mittal Steel for Arcelor was $ 586 per ton of actual steel capacity [Rediff, 2006].
EV/EBDIT (Enterprise Value / Earnings before Depreciation, Interest and Tax) paid by
Mittal steel for Arcelor was just 6.2 (based on FY05) as compared to more than 8 (based
on FY06), which Tata Steel paid for Corus. [Steelworld, 2007]
It can be easily concluded from the above discussion that Tata Steel paid price much
higher than what Mittal Steel paid. On the other hand, the Mittal Steel deal was prior to
that of Tata Steel and with the expected consolidation in the industry the Enterprise value
and market capitalisation of steel companies has gone sky high. This price will look
cheaper if any other deal takes place with Enterprise value per ton of $ 1000.
It would have taken Tata Steel years to build such a huge capacity and develop such a big
market for steel. If we consider it in that perspective then certainly Tata‟s acquisition
looks viable in the long run. In short term, being a leveraged buyout, the deal may face
some difficulty.
However, just paying higher price than the competitor does not mean that company has
overpaid for its acquisition. Quality of assets and synergies are also very important
criteria. One of the main criteria in the steel industry today is self- sufficiency with raw
materials. This is because raw materials costs include 40 percent of the cost and
sometimes even more. Therefore, in the following section further comment on the pricing
issue will be made, stressing on the raw material sufficiency and other operating
synergies.
66
6.4.3 Margin picture & raw material self-sufficiency:
Iron ore and Metallurgical coal are the two major raw materials for steel industry. As
shown in figure 18, iron ore and coking coal prices have surged by 71 % and 111 %,
respectively, in 2005. Although the steel industry has been in its best shape since 2002, as
discussed in chapter 3, iron ore prices have been soaring as the production has been
increasing as shown in figure 18. So, in order to be competitive in the industry it is very
important for steel companies to be self- sufficient in raw materials.
Figure 18: Graph showing world crude steel production and iron ore price trend
Source: Mukherjee, 2007
Tata Steel being one of the lowest- cost producers of steel in the world; it has sufficient
iron ore and coking coal mines in India to feed its plants in India. But it does not have
enough raw materials to feed the plants in Corus.
Most of the raw materials requirements of Corus are purchased from the international
markets. Corus does not own any iron ore or coal blocks around the world to source its
raw material requirements.
Corus imported 25 million tonnes of iron ore from Australia, Canada, South Africa and
South America (Brazil). It also imported 11 Million tonnes of metallurgical coal
67
predominantly from Australia, Canada and USA. The purchase price of these raw
materials is completely dependant on the demand of other international steel producers,
and on the supply capacity of the miners. There was 19% increase in iron ore prices
`between 2005 and 2006. The hard coking coal price decreased by 8% compared to
2005. Besides this, there was also a rise in worldwide energy and natural gas prices.
These prices are mostly driven by hike in oil prices and insufficient UK gas supply
[Corus, Annual Report, 2006].
Tata steel is a 100 year old company. Therefore, most of the depreciation has already
been diluted. Availability of iron ore and coking coal mines, location advantage
(proximity to port for export and import of coking coal, and to mines of iron ore), cheap
labour in India, and the growing market of India, makes Tata Steel one of the lowest-cost
producer of steel in the world. Corus does not enjoy all these advantages together, and is
thus will be unable to manage low- cost production.
Tata Steel might have calculated the synergies but neglected the costs for realising those
synergies. In other words, Tata Steel expects synergies of $ 350 Million for Corus‟
acquisition, neglecting the interest costs that Tata Steel will have to bear in the short
term. In fact, Tata Steel also plans to convert part of its debt into equity in the long term.
Corus buy out has to be a long term strategy of Tata Steel because it will take time to turn
around Corus. Short term gains or improvements in case of Tata steel seem ambiguous.
On the other hand, Arcelor-Mittal has iron ore mining assets all over the world as shown
in figure 19. This gives the company competitive advantage by allowing it to use the
resources closest to the production facility. For example: South African mines can feed
the plants of Arcelor-Mittal in South Africa, and Ukraine ore can be used in the
production facility at Ukraine. The destination of consumption of iron ore has been
shown in Table 11.
68
Figure 19: Iron ore mine assets of Arcelor Mittal
Source: Mukherjee, 2007
Table 11: Destination of Iron ore consumption
Source: Mukherjee, 2007
Iron ore is essential to be competitive in the steel industry. Currently Mittal Steel is self
sufficient in 45% of its iron ore requirement. This helps the company to be less reliable or
69
dependent on the suppliers. Suppliers of iron ore in the industry have been dictating terms
because of concentration among them as shown in figure 20 further. Along with self-
sufficiency, Arcelor-Mittal‟s large production capacity around the world can bring huge
purchasing synergies in iron ore, coking coal and other raw materials.
With self- sufficiency of 45 percent, Arcelor- Mittal will be more viable than Tata-
Corus. This is because the latter would have to have to purchase and import 2 tons of raw
materials to produce one ton of steel, at Corus‟ plants. This has been calculated on the
basis of 36 million tons of raw material import and 18 million tons of crude steel
production in 2006, as mentioned in the Annual report of Corus, 2006.
Moreover, Arcelor- Mittal has the supply of ore all around the world, while Tata-Corus
has mines on a single location in India, which are just enough to feed its plants in India.
In order to be more efficient Tata-Corus will have to acquire some more mines abroad
and grow along the supply chain.
In conclusion, Mittal Steel paid fair price to make profits and achieve synergies in short
term as well as long term. Tata Steel paid almost 40 percent higher prices than Mittal
steel. Furthermore, taking into account raw material self-sufficiency Tata steel‟s short
term achievement of synergies looks ambiguous, though it might do well in the long
term.
6.4.4 Human Resource and Cultural Issues:
Tata Steel plans to keep management of Corus intact and just induct senior executives to
sit on each others board [Wharton, 2006]. It seems to be a very justifiable way to do
things slowly and in a manageable way. It also shows that the management of the two
companies wants to understand each other‟s management culture better, before making
any changes. This approach would enable the combined entity to negotiate the
70
differences in the respective management culture of the two companies, and would help
Tata-Corus chart out a mutually accepted management culture for the combined venture.
The Human Resource issue that Tata steel is likely to face is that employees of Tata Steel
are paid salaries and given perks according to the Indian standard. On the other hand,
Corus Employees are paid according to the British Standard. British Standard salary is at
least 4 times that of Indian Standard. Thus, post-acquisition the salary expectations of
Tata‟s employees in India might increase. There might be dissatisfaction among the
Indian employees on the fact that the acquired company‟s employees are getting better
salary than the acquiring company. The same dissatisfaction might arise among members
of Tata‟s top management.
On the other hand Mittal Steel may also face enormous cultural differences. Arcelor had
focused on value- added products, while Mittal steel was more focused on profits and
produced products that can earn good return. Mathew argues that Arcelor was a highly
technical company and focused more on research and development, while Mittal steel
was a more commercial company and stressed less on R&D (Mathew, 2006). Arcelor had
18 members on its board comprising of six nationalities, with no single organisation
holding large stake in it. On the other hand the Mittal family held 88% stake in Mittal
steel and its board members belonged mostly to the Mittal family. This huge difference in
management culture may lead to conflict between the management of Arcelor and Mittal
Steel.
6.5 Factors driving steel industry into consolidation:
This section describes the factors that are driving steel industry as a whole towards
consolidation. These factors are basically the challenges can be minimised by mergers
and acquisitions. Those challenges are as follows:
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Threat from cyclicality of the industry: There is possibility that steel companies are
trying to consolidate the steel industry because of the threat of falling prey to the
cyclicality of the industry, which may lead them to go out of business as it happened
between 1975 and 2002. If handfuls of producers dictate the steel market, they can form a
cartel during the downturn.
Concentration amongst supplier: A few suppliers alone are responsible for providing
raw materials to the steel industry. Top 3 companies controlled 70 percent of the iron ore
supply and top 5 companies controlled 58 percent of the coking coal market in 2005. On the
other hand, only 17.9 percent steel was produced by the top 5 producers of steel. This
has caused imbalance in the negotiation power. Therefore, the raw material suppliers
keep on increasing the iron ore and coking coal price as shown in figure20.
Figure 20: Concentration amongst supplier
Source: Mittal Steel, 2006 (B)
Consolidation in steel industry will allow the steel companies to have proportionate
negotiation power with their suppliers.
Buying power with the customers: Steel industry being fragmented, customers
(Automobile manufacturers) have huge dominance because of the concentration in
automobile industry. Wharton states that Steel industry customers, especially the
72
Automobile industry, had been purchasing from steel suppliers at rates that had driven the
steel industry‟s profit margins to unsustainable levels. Concentration amongst
Automotive manufacturers has been shown below in figure 21 (Wharton, 2007).
Figure 21: Graph showing number of independent automotive manufacturers
Source: JD power cited by Mittal Steel, 2006 (B)
As the industry consolidates, Steel producers would enjoy better negotiation power, and
would be able to provide integrated service to their customers. Consolidation will also
help the steel companies in acquiring mining resources for their backward integration.
High competition and Extreme fragmentation: Steel industry has been highly
fragmented throughout the world. From the beginning there has been high competition
between steel players worldwide, and between smaller steel players within countries. So
there was pressure from global companies as well as many local companies. Figure 22
shows that steel industry was fragmented to such an extent that the top five players
controlled only 14.6 percent of the total steel production in 2000.
73
With consolidation, there would more global producers of steel. This would help in
reducing the number of competitors in the industry.
Geographic Price differences: Steel industry has always been a victim of geographical
price differences. The cost of production differed across the world because of the
different economic and political situations of the country. For example: the cost of
production is lower in China than in developed countries because of low labour costs
[Regani, 2005]. This competitive advantage enables China to sell at a lower price;
thereby affecting the profitability of the European firms. Consolidation in steel industry
will create big players with global presence and would reduce the price differentials in
different parts of the world.
Overcapacity: Steel industry has been suffering with over capacity for a long time. Over
capacity leads to higher costs (due to lower capacity utilisation) and price imbalance.
Consolidation will reduce this problem, if top few players form a cartel and manage the
capacity effectively.
6.6 Future Structure of the Steel Industry:
Steel Industry has always been a very fragmented industry because of the several
restrictions imposed on the industry by the state, and the different policies of each state.
This is one of the reasons that the steel industry went through depression in the period
from 1975 to 2002, as shown in figure2.
Since 2002, it has been observed that the industry is going through the period of
consolidation. As shown in the figure 22, the share of top five players in North America,
Latin America and Asia have gone through major consolidation. On the other hand top
five players in the world produced 14.6 percent of the steel in 2000 as compared to 17.9
percent in 2005.
74
3 0
2 2 .4
17.9
14 .6
12 .9
Figure 22: Shares of Top five players in North America, EU, China, Asia & Worldwide
Source: Tata Steel, Annual Report, 2006-07
The industry saw regional consolidation in 2002-03, while cross boarder consolidation
was initiated in 2004-06. It is expected that the industry will see many global companies
being formed between 2007 and 2015. Only in China has it been noticed that the share of
top 5 players have decreased from 35.7 percent in 2000 to 19.7 percent in 2005. This has
happened due to many new capacities being added in the last few years due to the
economic boom in China. This boosted economy allowed the regional players to expand
their capacity.
Figure 23: Expected share of top 5 steel producers
Expe cte d s har e of top 5 s te e l pr oduce r s
3 5
3 0
2 5
2 0
15
10
5
0
19 9 5 2 0 0 0 2 0 0 5 2 0 10 2 0 15
Y e a r
75
Figure23 shows the growth of share of the top five steel companies in the last 10 years
and predicted future growth by the author for next 10 years. In 2000 the top 5 players‟
market share increased by 13 percent, as compared to 1995 and in 2005 by 22 percent
compared to 2000. With the momentum that Mittal Steel and Tata Steel have brought in
the consolidation of the industry, it is predicted that more consolidation will take place in
the next five years. The share of the top 5 companies is bound to increase by 25 percent
every 5 years. Consequently it is expected that market share of the top 5 steel producers
would increase to 30 percent till 2015.
It is expected that this inclination towards consolidation in the industry would not remain
restricted to the top level alone, but would also reach the lower levels as well. Since only
33 percent of world steel is produced by the top 15 producers of the world, there is a huge
potential for consolidation in the rest of the 66 percent. As Wharton discusses, for
instance, even in China there are around 125 integrated steel producers. Thus, there is
huge opportunity for Chinese companies to consolidate China‟s production (Wharton,
2007).
Slowly steel producers can shift the production of low end products to low cost countries
and finish these close to the markets of developed countries. This will reduce the cost
tremendously.
As we can see in figure 24, more downstream production will shift to the countries like
Russia, Brazil, India and China (BRIC countries) because of cost advantage and resource
availability. Although China has a higher cost of production than rest of the BRIC
countries, it also has a huge appetite for steel which makes it viable. All the finishing
facilities can be near the market, either developed or developing, so that the product can
be finished according to the customer‟s specification.
76
Figure 24: Cost of production country wise for Hot rolled coil (USD)
Source: Chaudhary, 2007
Figure 25: Prediction of Future Crude Steel consumption
Source: IISI cited by Chaudhary, 2007
Not only are the costs lower in the developing economies, but these economies also
constitute potential markets for steel. As shown in figure 25, International Iron and steel
institute (IISI) has predicted that the production capacity of emerging economies will
77
catapult to 65 per cent of total production by 2020, from 51 percent in 2004. It can be
observed in the figure that most of the future capacity additions and growth has been
expected in developing countries. This is because per capita consumption in these
countries is very low as compared to that of developed countries.
Although initiatives are taken by the leading steel companies to consolidate the industry, the
important question that arises is whether this would help in reducing the cyclicality of
the steel industry and increasing the returns in the steel industry.
Figure 26: Graph showing relation between Consolidated Industries and ROCE
Source: Chaudhary, 2007
Studying the patterns of different commodities, vis-à-vis consolidation and its consequent
impact on the return on Capital employed, as shown in figure 26, one may conclude that
consolidated industries boast of a better return on capital. So, as the steel industry will be
moving towards the left of the graph (figure 26) and become more consolidated, the
cyclicality will reduce with time and Return on Capital Employed will increase
drastically. If the Industry consolidates in the way being predicted in figure 23, the steel
industry might be able to earn a return of more than 10 percent on capital employed.
78
CHAPTER 7: CONCLUSION
7.1 Implications of the Study:
In this chapter, the key implications and contributions of this research has been presented.
Apart from the theory and analyst‟s suggestions, in this research, some thoughts were
also generated by the author during the development of this project.
The core objective of this is to find out the motives and impact of mergers and
acquisitions in steel industry. There are several other objectives related to the core
objective of the project which will be concluded one by one.
The first objective of the company was to highlight the motives that drive steel
companies into mergers and acquisitions. It is found that steel firms are acquiring
companies in order to improve their product portfolio, achieve global presence, improve
market share, grow inorganically, gain proportionate negotiation power with the suppliers
and customers, gain strength to face downturn, provide quality service to the customers
and get economies of scale.
The second objective of the company was to enquire if the acquiring firm gets any
benefits from the mergers and acquisitions activity. For this purpose SWOT Analysis was
performed. In SWOT Analysis, it was noticed that economies of scale, better product
portfolio, enhanced R&D capabilities and proper mix of markets were some of the
important benefits that the combined entities enjoyed. High interest and debt burden on
Tata steel, and Mittal Steel‟s corporate governance are the main weaknesses that the
respective companies are likely to face. Better funding in Tata Steel and further growth
through acquisitions by Arcelor Mittal are the opportunities that the respective companies
may avail of in the future. There are certain threats like downturn in the industry and
increase of government intervention which may be faced by both the companies in future.
79
While measuring post-acquisition performance, it was observed that Tata Steel‟s stock
prices dropped by 10 percent on the news of Tata buying Corus on 31st
January, 2007.
However, high demand in steel has helped the stock price to recover since April, 2007.
On the other hand, Mittal Steel‟s stock price doubled within one year. It was also found
that Merger and acquisition had a positive impact on accounting profit and operating
efficiency. This shows a perfect example of achieving efficiency and effectiveness
through Mergers and Acquisitions.
The third objective of the research was to identify the main payment methods used by
steel firms for mergers and acquisitions. It was found that Mittal Steel has used the mix
of shares and cash reserves to fund Arcelor‟s acquisition. On the other hand, Tata Steel
has made a leveraged buyout by leveraging Corus‟s assets. Tata-Corus deal will result in
increase in debt and consequent interest burden on the company, while Arcelor- Mittal
will enjoy a normal debt to equity ratio.
The fourth objective of the research was to investigate whether steel companies are
paying appropriate price for the acquisitions. It was found out that Tata Steel paid 40
percent higher price than Mittal Steel. Mittal Steel paid fair price for the deal to get
immediate returns. This was so because the combined entity will have 45 percent Self
sufficiency in iron ore and less interest burden (compared to Tata Steel) on the company,
because of which the company would enjoy benefits of higher return in short term as well
as long term. On the other hand, Corus‟ buyout being leveraged is a long term strategy
adopted by Tata steel, and it will take time to turn Corus around. From a long term
perspective, it may be said that fair price was paid for Corus‟ Acquisition, though the
combined entity might face hard times in the short term.
The fifth objective of the research was to identify the issues that steel companies will be
dealing with, with respect to Human Resource and Cultural aspects of Merger &
Acquisitions. It was found that the Tata Steel‟s Indian employees might get dissatisfied
on the fact that Corus‟s employees are getting better salary. On the other hand, it was
noticed that Mittal steel is a family-owned commercial company with profit
80
maximisation as its main motive, while Arcelor was a highly technical public company
with no one owner.
The sixth objective was to determine the critical factors driving steel industry into
Mergers and Acquisitions. It was found that the threat posed by the industry‟s cyclicality,
concentration amongst suppliers, High competition, Extreme fragmentation, geographic
price differences, and above all overcapacity and high buying power of the customers,
were the main factors pressurising steel industry to consolidate further.
The seventh objective of the company was to discuss whether Mergers and Acquisitions
will help in improving the returns on capital employed (ROCE) of the steel industry. It
was predicted that the share of top 5 steel producers will be 30 percent by 2015, from 20
percent currently. It has also been predicted that crude steel production in the future will
shift to BRIC (Brazil, Russia, India and China) countries due to expected increase in
demand of steel and low cost advantage of BRIC. Studying the relation between the
consolidation in industries and ROCE (Return on Capital Employed), it has been
observed that consolidated industries get better ROCE. Thus, with its consolidation, the
steel industry might be able to earn a return of more than 10 percent on capital employed,
in the future.
7.2 Limitations of the Study:
However, it is very important to mention the difficulties and limitations that have been
faced during the study. The most crucial limitation of the project is that only a limited
number of companies have been studied.
The second limitation of this research is the unavailability of sufficient data on the topic;
for, the phase of mergers and acquisitions has but begun in the steel industry.
Furthermore, the data available is very recent. Due to these reasons, it would be too early
to confidently comment on the impact of mergers and acquisitions on steel firms.
81
Lastly, the companies studied are the two biggest deals in the steel industry, and
therefore, do not represent the common players in the industry. This study has neglected
the consolidation happening in the bottom level of steel industry.
Nevertheless, what is positive about this study is its potential to constitute the basis for
further research in mergers and acquisitions in the steel industry. This study also takes
into account all the recent data available on the subject, and the project is up to date.
7.3 Recommendations for future research
This study can be extended to see the performance impact on the Tata and Corus merger.
It would also be interesting to know if Tata would be able to turn Corus around, and if
Mittal-Arcelor would be facing any corporate governance issues in the future.
It is expected that this wave of mergers and acquisitions in steel industry will last for
long. There have been many other mergers and acquisitions, as mentioned in Table 5.
More study can be performed on the impact of these mergers and acquisitions taking the
aforementioned case into account.
This study had focused on the mergers and acquisitions at the top level of the steel
industry. It would be interesting to know the impact of mergers and acquisitions at
bottom level of the steel industry. There is huge potential for research in BRIC countries
as they are considered to be the low cost producers and future markets of steel. Study can
be conducted on the evolving steel companies in these countries.
Study can also be conducted to ascertain the potential buyers and seller in the steel
industry. Further study can be done on the major companies like CSN, Severstal, US
steel, POSCO of South Korea, Baosteel of china, Nippon steel of Japan, Arcelor Mittal
and Tata Corus. These companies are expected to play a major role in consolidation of
the steel industry.
82
References:
Agarwal, S & Pillai A 2006, „Arcelor: The Gem of Luxembourg‟, ICFAI business
school research Centre, Ahemdabad
Aguilera, R.V & Dencker, J.C, 2004, „The role of Human Resource Management
in cross border mergers and acquisitions‟, International Journal of Human
resource management, Pg. 1355-1370
Arnold G, 2002, Corporate financial management, Second edition, Great Britain:
Pearson education limited
BBC News, 18th
July, 2006, „Success for Mittal‟s Arcelor bid‟,
http://news.bbc.co.uk/2/hi/business/5190068.stm accessed on 25th July, 2007.
Becher, D., Gart, A & Knapp, M, 2005, „Post merger Performance of bank
holding companies, 1987-1998‟, The financial Review, Pg. 549-574
Berkovitch, E & Narayanan M.P, 1993, „Motives of takeovers: An empirical
investigation‟, Journal of finance and quantitative analysis
Bhaskaran, B. Prof & Hotchandani, S., 2006, Will the expansion strategies of Tata
Steel pay off?, Icfai Business school case development centre, Pg. 1-31
Business Standards, October, 20, 2006, „Corus Accepts takeover bid by Tata
Steel‟
Chaudhary, C, May 18th
2007, „Effects of Consolidation on the Global Steel
Market: Implications of Cross Boarder M&A and Intra-Company Trade‟,
Organisation for Economic cooperation and development.
http://www.oecd.org/dataoecd/51/57/38680802.pdf accessed on 21st august 2007
83
Chiplin. B and Wright. M, 1987, The logic of mergers, Great Britain: The Institute
of Economic Affairs
Cooperman, E.S & Lee, W.B, 1989, „Conglomerates in 1980s: A performance
Appraisal‟, Financial Management, Pg, 45-54
Corus, Annual Report, 2006-07,
http://www.corusgroup.com/file_source/StaticFiles/Functions/Financial/2006_An
nual_Report.pdf accessed on 25th
July, 2007
Corus, Annual Riview, 2005, „Raising the Game‟
http://www.corusgroup.com/file_source/StaticFiles/Functions/Financial/2005_An
nual_Review.pdf accessed on 26th July 2007
Depamphilis. D.M, 2005, Mergers, Acquisitions and other restructuring
activities, Third Edition, United States of America: Academic Press
Emery D.R, Finnerty J.D & Stowe J.D, 2004, Corporate Financial Management,
Second Edition, upper saddle river, New Jersey: Prentice Hall
Fowler, K.L. & Schmidt, D.R., 1990, „Post Acquisition Financial performance
and executive compensation‟, Strategic Management Journal, Pg. 559-569
Fowler, K.L & Schmidt, D.R., 1988, „Tender offers, Acquisitions and subsequent
performance of the Manufacturing firms‟, Academy of management Journal, Pg.
962-974
Gayathri (2006), „The Mittal Arcelor Bid‟, ICFAI Business School Case
Development Centre
84
Ghoshal, S, Piramal, G & Budhiraja, S, 2001, World Class in India – A Case book
of Companies in Transformation, Penguin Books: India
Goldstein S & Doyle, A, 31st
Jan 2007, „Tata steel‟s $12.1 billion bid wins war
for corus‟, Marketwatch, http://www.marketwatch.com/news/story/tata-steels-
121-billion-bid/story.aspx?guid=%7B883BBFDC-162E-48B8-8A05-
5390D8AC7D82%7D accessed on 24th
July, 2007
Gupta, J.D, 2005, „British Steel-Dutch Royal Hoogovens Merger: An Anglo
Dutch Marriage not working out?‟ , ICFAI Centre for Management Research
(ICMR)
Hagedoorn, J. & Duysters, G, 2002, „The effects of mergers and acquisitions on
technological performance of the companies in high tech environment‟,
Technology Analysis and Strategic management, Pg. 67-85
Hitt, M.A., Harrison, J.S. and Ireland R.D., 2001, Mergers and Acquisitions: A
guide to creating value for shareholders, New York: Oxford University Press.
Hunt, J.W & Downing, S ( 1992), „Mergers, acquisitions and human resource
management‟, International Journal of Human resource Management, Pg. 195 –
209
Hussey, J. & Hussey, R., 1997 „Business Research: A Practical Guide for
Undergraduates and Post Graduate Students‟, 1st
Edition, Plagrave.
India Infoline, 2007, „Stock Price details Tata Steel‟
http://indiainfoline.com/company/compsnap.asp?co_code=566&lmn=4 accessed
on 24th
August, 2007
85
International Iron and Steel Institute, 2006, www.worldsteel.org accessed on 20th
June 2007
Jandik, T and Makhija, A.K, 2005, „Leverage and complexity of takeovers‟, The
financial review
Krogh, G.V, Sinatra, A & Singh, H, 1994, The management of Corporate
acquisitions – International Perspective, The MACMILLAN PRESS LTD: Great
Britain
La Tribune, March 23 2006, „These Enterprises That Undervalue Their Innovative
Assets‟, http://www.bredema.com/modele_actu_7.php accessed on 11th August,
2007
Lees, S., 2003, Global Acquisitions- Strategic integration and the Human Factor,
Palgrave Macmillan: Great Britain
Maloney, M.T., Mccormick R.E and Mitchell, M.L, 1993, Managerial decisions
and capital structure, Journal of business, PP-189-216, Vol.66, No2,
Marketwatch, August 1st, 2007, „ArcelorMittal Reports Record Results for the
Second Quarter and First Half 2007‟,
http://www.marketwatch.com/news/story/arcelormittal-reports-record-results-
second/story.aspx?guid=%7B814C44C0%2D8FAE%2D4E87%2D959C%2D626
4853F8827%7D&dist=TQP_Mod_pressN accessed on 21st
august, 2007
Mathew, M (2006), Mittal Steel’s Bid for Arcelor: Coming Together or Making of
an Unequal?, ICFAI Business School Case Development centre
86
Mclaney, E, 2003, Business Finance – Theory and Practice, Sixth Edition,
Prentice Hal; England
Mittal, A (2007), „Maximising Shareholder returns‟, Investor day, Arcelor Mittal,
http://www.mittalsteel.com/NR/rdonlyres/B2305648-B156-46FF-B171-
A604610EF298/0/2007IRDayNYAM2.pdf accessed on 29th July, 2007
Mittal, L.N. (2007), „Three Dimensions for Sustainability and Growth, investor
day‟, http://www.mittalsteel.com/NR/rdonlyres/07E26BB6-4F1F-4D53-94CF-
E9268EA2BBB6/0/2007IRDayNYLNM.pdf accessed on 28th July, 2007
Mittal Steel, 2006 (A), „Mittal Steel Growth Time line‟,
http://www.mittalsteel.com/Company/History accessed on 28th July, 2007
Mittal Steel, 2006 (B), „Shaping the steel Future‟, Investor day Presentation,
http://www.mittalsteel.com/NR/rdonlyres/0D9A25FE-0400-4492-B53B-
7772629E19AF/0/2006MarchInvestorDayMittalSteelStrategyFINAL.pdf
accessed on 29th July, 2007
Mittal Steel, 2006 (C), „About Mittal Steel‟,
http://www.mittalsteel.com/Company/Offer+for+Arcelor/About+Mittal+Steel.ht
m accessed on 29th
July 2007
Mukherjee, M (Member of GMB), 27th
March, 2007, „Growing along the value
chain - Iron Ore case study‟, Investor day, Mittal Steel
http://www.mittalsteel.com/NR/rdonlyres/ECFE2431-6B69-4F7C-AA3B-
AC8D593D66D7/0/2007IRDayNYMM.pdf accessed on 28th July, 2007
Neuman, W.L, Social Research Methods, Qualitative and Quantitative
approaches, Allyn & Bacon, 1994, 2nd
Edition.
87
Rasheeda, 2007, „Tata Steel‟s Globalisation Strategies- The Acquisition Bid for
Corus and the Strategic Fit (A)‟, Icfai Business school case development centre,
Pg. 1-51
Rediff, (November 6th
, 2006), „Tata‟s Global Gambit‟,
http://www.tata.com/tata_steel/media/20061106.htm accessed on 29th July, 2007
Regani, S (2005), „The Mittal Steel/ ISG Merger – creating a Steel Behemoth
(Part-A)‟, ICFAI Centre for Management Research, Pg. 1-15
Reuters, 2007, „Price chart NYSE for Arcelor Mittal MT‟
http://stocks.us.reuters.com/stocks/charts.asp?symbol=MT.N accessed on 24th
August, 2007
Reynolds, S, 2006, „A New Era of Global steel: the end of state control and
protectionism‟, International consulting economists association.
www.icea.co.uk/archive/icea_globsteel_nopics_sdr.ppt accessed on 15th June 2007
Ross, S.A., Westerfield, R.W. and Jaffe, J, 2005, Corporate Finance, Mcgraw
Hill: USA
Sinha, A., 2006 (A), Checkmate Mittal steel: what went wrong (part-b), ICFAI
business school case development centre, Pg. 1-22
Sinha, A 2006 (B), „Mittal‟s Biggest Gamble: Bid for Arcelor‟, ICFAI Business
School Case Development Centre
Steelworld (Feb 2007), „Tata steel After Corus Acquisition – Scouting for more
acquisition option after Corus‟, http://www.steelworld.com/focusfeb07.pdf
accessed on 29th july 2007
88
Sun, H & Tang, A.P., 2000, „The sources of rail-road Merger gains: Evidence on
stock price and operating performance‟, Transportation Journal, Pg. 14-26
Sudarsanam. P.S, 1995, The essence of Mergers and Acquisitions, Europe:
Prentice Hall
Sudarsanam, S. & Mahate, A.A, 2003, „Glamour acquirer, method of payment
and post acquisition performance: The UK Evidence‟, Journal of Business
Finance and Accounting, Pg. 299-341
Tata Steel, October, 2006 „Tata Steel and Corus, A unique global partnership –
Leadership with Trust‟ http://tatasteel.com/images/indianalystpres1030hrsuk.pdf
accessed on 27th July, 2007
Tata Steel, Annual Report, 2006-07, http://tatasteel.com/investorrelations/100-
Annualreport.pdf accessed on 25th July, 2007
Tata Steel, February, 2007 „Tata Steel – Towards Growth & Globalisation‟,
http://www.tatasteel.com/investorrelations/InvestorConferenceFeb-07.pdf
accessed on 27th July, 2007
The Hindu Business line, 4th
February, 2007, „Tata Corus Deal: Should investors
join the chorus?‟
The Hindu Business line, 26th
June, 2006, „Time line to Deal‟,
http://www.thehindubusinessline.com/2006/06/26/stories/2006062603330100.htm
accessed on 25th July, 2007
The tribune, 27th
June, 2006, „Mittal to become president of Arcelor Mittal‟,
http://www.tribuneindia.com/2006/20060627/biz.htm#1 accessed on 25th
July,
2007.
89
Thiagrajan, K, Feb 1st, 2007, „Tata Corus deal: Aggressive price by any
yardstick‟, The Hindu Business Line,
http://www.thehindubusinessline.com/2007/02/01/stories/2007020103750400.htm
accessed on 24th August 2007
Wharton, University of Pennsylvania, 31st
October, 2006, „Pedal to the Metal:
Challenges of Tata Steel‟s Corus takeover‟,
http://knowledge.wharton.upenn.edu/india/article.cfm?articleid=4109 accessed on
20th
August, 2007
Wharton, University of Pennsylvania, 8th
February, 2007, „Did Tata Steel over
heat in its Zeal to Win Corus?‟,
http://knowledge.wharton.upenn.edu/india/article.cfm?articleid=4158&CFID=336
48989&CFTOKEN=69800596&jsessionid=9a309af0a8d9f6515965 accessed on
20th
Aurgust, 2007
Yin R.K, 2003, Case Study Research: design and methods, 3rd
edition, Sage
Publications, London, UK
Yin, R.K, 1993 , Applications Of Case Study Research, Sage Publications,
Volume.34, London, UK
90