Companies opt for cost Reductions & Efficiency Improvements

Rajiv Memani
The Economic Times

With the global economy in the grip of a downturn, corporate decision-makers have shifted their attention to survival in a tough market. However, in doing so, they risk forgoing those growth opportunities which often present themselves during the times of a slowdown. As organic growth in revenues is difficult to come by and profit margins are constantly under pressure, companies have been busy with much-needed cost reductions and efficiency improvements.

But is this enough to gain real competitive advantage and find the opportunities in adversity? Clearly, given the fact that most people are in business for the long-term , there must be a balance between the fight for survival and the quest for growth. A carefully identified and structured Merger & Acquisition (M&A ) transaction can accelerate growth by providing access to new markets, customer segments, technologies, human resources and economies of scale.

The current M&A activity, or the lack of it, needs to be viewed in this context. According to Bloomberg estimates , Indian M&A volumes have dropped from USD 42bn in 2007 to USD 33 bn in 2008 and just USD3.7 bn in the first three months of 2009. This is a worldwide phenomenon. Global M&A volumes are down to USD 427.4 bn in Q12009 from USD 2498 bn in 2008 and USD 4058 bn in 2007.

The reasons range from a shift in focus from growth to survival, higher risk-aversion , poor or no availability of capital for financing acquisitions, reduced private equity appetite etc. However, this really is the time for corporate strategists to consider M&A , as valuations are modest and an increasing number of companies are looking to consolidate by divesting non-core or non-performing assets and businesses.

In a recent Ernst & Young survey of 121 finance professionals in India conducted during February, 2009, a leading 78 percent of respondents thought that companies are either correctly valued or undervalued. Specifically, the metals and mining and IT and ITeS sector respondents felt that current valuations are low, while real estate and hospitality sector valuations were perceived to be still high and the consumer goods sector dominated the response on correct valuations.

Some recent M&A transactions in India where companies appear to have cashed in on low valuations include American Tower Corporation’s acquisition of Xcel Telecom; TCS buying the BPO division of Citigroup and Sodexho’s acquisition of Radhakrishna Hospitality. But generally, these have been few and far between.

A majority (63 percent) of our respondents felt that the slowdown will result in a consolidation in their sectors. Interestingly, the majority (58 percent) of our respondents in the above-mentioned survey told us that they would consider M&A as a prudent strategic decision for business growth during the slowdown. Yet, M&A volumes hardly reflect this conviction.

Non-availability of capital has been the biggest challenge. While banks have been reeling under a global liquidity crunch, private equity investments have dried up. Also, the Indian M&A boom had been driven by crossborder transactions, which have become much fewer due to lack of capital and increased caution. Further, market uncertainty has resulted in a widening of the bid/ask spread, where bridging the gap between buyer and seller expectations has made deal closures difficult.

Consequently, we are beginning to see some significant changes in the way transactions are financed and executed . With lower leveraging opportunities , promoter contribution has become important and banks may require additional comfort from borrowers . This will significantly reduce highly leveraged buyouts. Maximum debt levels are likely to be between 2.5-3 X EBITDA (post acquisition) vis-à-vis levels of 4-5 X EBITDA, structured through multiple levels of senior , subordinate, quasi and unsecured debt instruments.

Some of the solutions which can be considered include cashless transactions via the share-swap and asset swap route, delayed payment schemes, “earn-out” strategies, upside sharing and minority sales. A large number of all-share mergers could happen. Also, sovereign wealth funds, who continue to be more optimistic, can be considered as an alternate source of finance. Generally, with acquisition financing a challenge, big-ticket transactions may be fewer.

The author is Country Managing Partner, Ernst & Young