To: Mohan Marette who wrote (2032 ) 7/30/1998 1:22:00 AM From: djane Respond to of 12475
India Embraces the Hostile Takeoverglobal.forbes.com India's other war By Gaurav Dalmia, August 10, 1998 India's recent nuclear tests have diverted attention from a different and much more positive kind of aggression now on the rise inside the country: the hostile corporate take over. In recent months India Cement has successfully completed a hostile acquisition of old line Raasi Cement. A group of predatory businessmen with interests in tobacco and automotive distribution is attempting to unlock value by taking over Saurashtra Cement, another poorly performing cement company. Meanwhile, Sterlite Industries, a leading copper company, tried to wrest control of the big aluminum producer Indal, which is currently controlled by Canada's Alcan. India has seen more hostile bids in the past year than in the preceding decade. What's going on? Several forces have suddenly come together to create a favorable environment for hostile takeovers-and shareholder democracy. Traditionally, Indian businesses, typically family controlled, listed their stocks on the country's stock exchanges rather prematurely. Some continued to run the businesses as if they were the families' private fiefdoms. Many families control their empires with holdings of just 25% or even 10%. In this they have been aided and abetted by government owned financial institutions which used their near-monopoly position as a supplier of capital to cheaply build large equity stakes in many large companies. As extensions of the government, these financial institutions were not subject to market forces. They almost always supported incumbent management, generally to the detriment of passive public shareholders. Economic liberalization is changing all that. Mediocre managements are no longer able to make handsome returns by sitting behind barriers to entry. Also in the last few years, many banks and other financial institutions have been privatized. These institutions are demanding performance and are the new change agents. At the same time, public shareholders who previously had no choice but to tolerate incompetent managements are now welcoming offers from predators. In some large companies, individual family members who have fallen out with each other are trying to woo shareholders and take over management control. In addition, the current drought in the stock market is throwing up attractive valuations even for well-managed firms, who, under current regulations, cannot buy back their own equity. While India does not-yet-have a Michael Milken or a Henry Kravis, greenmailers and white knights are growing in number and in social acceptance. Many smart businessmen, typically not members of India's business elite, are regularly approaching financiers with ideas to profit from this wave. Thus does the hostile takeover movement gain momentum. All this is putting some serious money in the pockets of many a long-suffering passive shareholder. One example: After India Cement made a bid for Rassi Cement last December, Rassi's stock moved from Rs48 a share to Rs232-a five-fold increase over a five month period. Fighting to control assets will have a deep and lasting impact on India's economy. As it has in the U.S. and, more recently, in Europe, so in India the fear of hostile takeovers is focusing attention on the productivity of capital. To enhance shareholder value, managers who were biased toward heavy industry and hard assets are now turning their attention to intangibles such as brand names and distribution networks. Conglomerates have bought into the concept of core competence; unprecedented and industrywide rationalization and consolidation is transforming Indian business. Stock option plans and other incentive compensation schemes are suddenly in vogue. Amidst this turbulence, many Indian companies are now building world-class businesses. Reliance Industries boasts the most dynamic management team and has evolved from an efficient rent seeker to an efficient low-cost petrochemical manufacturer. In a boring business of boilers and capital goods, Thermax has carved a formidable position for itself, with earnings growing at 20%. Essel Packaging has played the consumer boom indirectly and become one of the world's largest collapsible-tube and laminate companies. NIIT has built a billion dollars in market value in the past 16 years by focusing on computer education franchises and software development. Each of these companies deserves the global investor's serious consideration. New Dehli-based Gaurav Dalmia is a Director of the Dalmia Group, a leading Indian conglomerate. E-mail is gdalmia@hotmail.com c 1998 Forbes Inc. Terms, Conditions and Notices