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Major deterrents to mergers and
acquisitions
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The whole process of merger in
Pakistan is tedious, time consuming and complex and can take between three months to one
year
By Wasif Ijlal
Feb 05 - 11, 2001
In developed free economies, corporate mergers and acquisitions not a
phenomenon but a regular feature. It was estimated that the global mergers and
acquisitions market in 1999 was worth $2.9 trillion.
All of the top ten deals in the US in 1999 had a combined transaction
value of more than $35 billion. Not only its business on a big scale, its also captures
the attention of the world's media because of the size and stature of the players
involved, be it the high profile international investment banks like Morgan Stanley or
Goldman Sachs or the huge companies involved in the mergers like Time, Exxon or Warner.
In Pakistan, the take-over and merger activity is still in its infancy
stage and the total deals done are negligible compared to developed countries and even
countries in South East Asia.
Corporate acquisitions represent part of a corporate/business strategy
used by many firms to achieve various objectives. Acquisitions can be used to penetrate
into new markets and new geographic regions, gain technical/management expertise and
knowledge, or allocate capital. In order to survive and grow, business organisations often
utilise mergers and acquisitions strategically.
There can be a number of motives for a company to pursue a strategy of
merger or acquisition. In their book, "Acquisition Behaviour of U.S. Manufacturing
Firms", Ansoff, Brandenburg, Portner, & Radosevich identified thirteen general
motives for engaging in acquisitions, which are listed:
A desire to limit competition or
achieve monopoly benefits
A desire to utilize unutilized
market power
A response to shrinking
opportunities for growth and/or profit in one's own industry due to shrinking demand or
excessive competition
A desire to diversify to reduce
the risks of business
A desire to achieve a large enough
size to realize an economical scale of production and/or distribution
A desire to overcome critical
lacks in one's own company by acquiring the necessary complementary resources, patents, or
factors of production
A desire to achieve sufficient
size to have efficient access to capital markets or inexpensive advertising
A desire to utilize more fully
particular resources or personnel controlled by the firm, with particular applicability to
managerial skills
A desire to displace an existing
management
A desire to utilize tax loopholes
not available without merging
A desire to realize the
promotional or speculative gains attendant upon new security issues, or changed price
earnings ratios
A desire of managers to create an
image of themselves as aggressive managers who recognize a good thing when they see it
A desire of managers to manage an
ever-growing set of subordinates.
The acquisition process involves
a wide variety of information, tasks, and manpower in analyzing, synthesizing, and
evaluating both conceptual and technical details.
Major barriers to the M&A activity in Pakistan
No significant synergistic operating economies: When
two undertakings combine their resources and efforts they expect to produce better results
than two separate undertakings because of savings in operating costs like combined sales
offices, staff facilities, plants management, etc. which lower the operating costs. The
resultant economies are known as synergistic operating economies.
In Pakistan, the cost of debt and inflation is currently hovering
around the 18% and 11% mark respectively. A combination of two entities also means an
increase in the overhead costs, and in cases where the financing has been done externally,
a subsequent rise in the cost of debt in the balance sheet of the acquiring company. This
may negate any synergy or benefit that may arise as a result of the merger.
It is usually the practice for an acquiring company to reduce the
manpower by some degree as a measure of post- merger integration. This is done primarily
to streamline the entire operations of the merged unit and ensure that work is performed
more efficiently. In some cases this can be a problem in Pakistan as the prospect of any
significant layoffs may prompts the workers to go on a strike resulting in a losses of
efficiency and profits in the post merger period.
Lack of motivation from the standpoint of shareholders
One of the motivations from the standpoint of the shareholders in a
potential merger situation is their belief that Investment made by them in the companies
subject to merger would enhance in value. The sale of shares from one company's
shareholders to another and holding investment in shares should give rise to greater
values i.e. the opportunity gains in alternative investments. In fact in countries where
mergers are regular phenomena, it's often the pressure of shareholders that can lead to a
potential acquisition opportunity.
In Pakistan, where owner-entrepreneurs hold the majority of the shares
in listed companies, general shareholders do not have a big part to play in initiating a
merger activity. With owners of the companies holding 51% or more of the shareholding
through direct or indirect investment, minority shareholders do not have a significant say
in the affairs of the company. The high and mighty attitude of the management in
"doing what is good for the company" is a major deterrent to merger activity.
Small industrial base
Mergers and acquisitions are motivated with the objective to diversify
the activities and to obtain the advantage of joining the resources for enhanced debt
financing and better serviceability to shareholders. Such amalgamations result in creating
conglomerate undertakings.
There is limited opportunity for diversification given the relative
small industrial base in the country. Nearly all the major sectors such as Textiles,
Cement and Sugar are in the midst of crises that have sapped the liquidity of these
sectors. There is neither liquidity nor any visible urge for companies to merge in these
sectors for the purpose of diversification.
Lack of leveraged buyouts (LBO's)
The management of company itself can also initiate the acquisition of a
company. This phenomenon is known as a management buyout. This practice is common in USA
for over 25 years and quite in vogue in UK. Management may raise capital from the market
or institutions to acquire the company on the strength of its assets, known as leveraged
buyouts.
The financial institutions in Pakistan are riddled with non-performing
loans and banks defaults. The cost of capital is high and banks are very cautious in
advancing loans. The lack of financing alternatives plus an alarming shortage of liquidity
makes an acquisition by the management or a LBO a very remote possibility.
Inside trading
Insider trading has been recognized as unfair trade practice at Stock
Market throughout the world because the access to price sensitive information gives undue
advantage to the insider over the common investors who have no knowledge of it and are
subjected to exploitation for lack of such information in buying and selling of the shares
of the concerned company.
The concept of insider trading is based on the availability of
unpublished strategic information about a company, which is highly sensitive to share
price of such company in the stock market. Use of such information by the persons having
access to it for trading in the stocks for purpose of making personal gains is called
'Insider Trading'.
In take-over bids, insider trading is highly detrimental to the
interest of the company.
Inside trading has become a harsh reality in Pakistan. Although there
are a lot of effective checks on paper, in practice the trend of inside trading is still
on the rise.
Persons who have access to such information are usually closely
associated with the company either as:
(1) Promoters or directors and their associates;
(2) Persons working in institutions like financial
institutions dealing with the company and in normal course of such dealings possess such
price sensitive information;
(3) Persons manning the firms having business
relationship with the company having access to confidential information of the affairs of
the company.
(4) Persons not having connections with the company
but having price sensitive information about the company's affairs through other companies
having dealings with such company
In U.K., there is a self-regulatory code known as City Code to curb
this corporate malaise. Securities (Insider Dealing) Act, 1985, regulates insider trading.
A person connected with the company in any capacity is prohibited to deal with securities
at Stock Exchange. Such person may be a director, employee or other person standing in
professional or business relationship with the company or related company whose
relationship gives him price sensitive information
The information constraint
Determining the value of a business is one of the most difficult
aspects of any transaction, since every business is unique.
To establish a market value, "hard" figures such as
historical earnings, cash flows, assets, and liabilities, are used. But "soft"
or subjective figures such as projected earnings and cash flows, and the value of
intangibles (such as patents, brands, know-how, the quality of management, and leases at
below-market rates) are also considered. Subjective matters or "soft figures"
also include such factors as current market conditions, industry popularity, number of
potential buyers, acquisition structure, tax attributes, and the objectives of the seller
or buyer. With all this subjectivity, market value can at best be only a range of
estimates.
It is generally observed that for any potential buyer or seller in
Pakistan, the following constraints exists which greatly affects the valuation of the
company.
The information memorandum used
by the seller is mainly used for window dressing and contains incomplete information.
Due to the weakness in the
financial reporting system, the authenticity of the information about the company is hard
to verify.
The system of financial
reporting in Pakistan is in a very primitive stage. There is an acute dearth of timely and
accurate financial information. Since the valuation conducted by analysts is primarily
based on published annual reports, the lack of details in financial statements
considerably reduces the usefulness of the exercise. This state of affairs also makes it
difficult to make comparison among companies in the same industry. This makes the
valuation of a business from the point of view of an acquisition nearly impossible.
There has been more than one
instance where the balance sheet of the selling company was manipulated and inflated by
over valuation of the company's asset base.
The only reliable source of
data available on important economic indicators are the government publications, which are
hard to understand and not user friendly.
Problems involving the buyer and
sellers
There are a lot of cultural
idiosyncrasies that curb the trend of merger in the corporate sector.
Most of the companies listed on
the equity markets in Pakistan are family dominated and their sellers are unrealistic
about the price they want for their business. They may be sincere about
"wanting" to sell, but they are unable to be realistic about how the marketplace
will value the business.
In some cases, sellers fail to
be honest about their business or its situation. They may be hiding the fact that new
competition is entering the market, that the business has serious problems or some other
reason the business is not saleable under existing circumstances. Even worse, some sellers
do not disclose that there is more than one owner and that they are not all in agreement
about selling the business.
One of the most observed case
are the one where a seller decides to wait until a buyer is found and then check with
their outside advisors about the tax and/or legal consequences. At this point, the terms
of the deal have to be altered, and the buyers do not agree.
The cost of credit is high in
Pakistan. With interest rates touching a range of 18-20%, a buyer has to have enough
liquidity to purchase the business without making the transaction too much debt-laden.
Unfortunately, with a prolonged recession, there are only a number of high net worth
individuals who have the ability to keep the transaction relatively low leveraged. Most of
the minority shareholders back off as they cant afford to pay the high cost of debt needed
for acquiring a business.
Some buyers, like sellers, have
very unrealistic expectations regarding the price of businesses. They are also uneducated
about the nature of small business in general.
It's a common occurrence in
Pakistan to have property disputes, so its no surprise that a small thing like
transferring a lease to a new owner may become the source of a legal or even a personal
vendetta that takes months to settle.
Buyers and/or sellers may
receive wrong advice from outside advisors, usually attorneys or management consultants.
The main problem is relying too much on outside help is that in their zeal to represent
their clients, consultants forget that the goal is to put the deal together. In some
cases, they erect so many roadblocks that the deal can only fall apart.
The complex procedure for
mergers and takeovers
There are no specific guidelines or codes on takeovers and mergers in
Pakistan. The mergers and acquisitions activity that takes place in Pakistan is governed
through the Companies Ordinance 1984.
There is no Take-over Code that would govern the mergers and
acquisitions activities in the corporate sector. The whole process of merger in Pakistan
is tedious, time consuming and complex and can take between three months to one year.
The beginning to a merger in Pakistan can be made through common
agreement between the transferor and the transferee, but a simple agreement would not
provide a legal cover to the transaction unless it carries the sanction of the court for
which the procedure laid down under section 283- 287 of the companies ordinance 1984
should be followed.
The procedure is quite complex and a number of tedious steps have to be
taken to enforce a scheme of merger.
Valuation
Effective due diligence can lead to a deliberate acquisition strategy
for the acquirer. Through the due diligence process, acquiring firms gain an invaluable
opportunity to collect comprehensive information about the target's operations before the
execution of acquisition.
Ernst & Young summarised due diligence as, 'Due diligence is a
process that, in short, involves learning as much as possible about a seller's business,
finances, and operations. "The buyer needs to confirm the benefits of the acquisition
and to ensure that there are no unrecorded liabilities or unidentified risks that could
materially impact the business after the deal is consummated".
Due diligence is a strategic and not a purely accounting exercise. It
is aimed to understanding the business of the Target Company and business that it is
pursuing, not merely a stock taking exercise.
In Pakistan, the process of due diligence is carried out in the same
way as an accounting audit with too much focus on hard data. The result in many cases is a
document, which may provide wrong signals to the acquiring company.
What can be done to remove these barriers?
The wave of mergers and acquisition has radically changed the
competitive structure of all industries. A number of industries have benefited from the
resulting synergies that result from merging with another partner. It is apparent that the
merger activity in Pakistan is suffering due to the various regulatory, processes,
information and transaction related constraints.
In the humble opinion of the author, the following steps should be
taken on an immediate basis to encourage the M&A activities in Pakistan.
There should be a clear
takeover code, which would lay out the ethical and social responsibilities of the parties
involved in a merger.
The stakeholders of a company
needed to be better educated about the process of merger. Right now there is a huge
apprehension towards the whole process of merger and its perceived as something that is
detrimental to the overall health of the organisations and its various stakeholders.
This apprehension can only be
removed if the various stakeholders are better educated about the underlying motives and
synergistic benefits that a merger has to offer. The responsibility has to be taken up by
the various government institutions that govern the area of mergers and acquisitions and
the large private institutions that need to play their role in promotion of healthy merger
activity in the country.
Inside Trading is another major
barrier to the promotion of merger activities in the country. Again, the importance of a
proper code of conduct cannot be stressed more and more importantly; the regulatory
authorities that enforce the code should be dedicated and honest to the task.
The Financial reporting system
needs to be revamped so that clear, consistent and transparent data is available to all
parties to a merger. There should not be any secret aims to information which does not
come into the parameter of inside information. The help of chartered accountants can be
taken in this regard by the government so that a consistent basis of financial reporting
is established within a stipulated time frame.
The whole regulatory process of
merger needs to be made easier and investor friendly. The current process is complex and
time consuming and is a major de-motivation for companies that are pursuing the strategy
of merger.
In order to seize synergy
through acquisitions, its is vital that accurate evaluation of the acquired firm is done
through a proper process of due diligence. Mergers are driven by strategic intent and not
by pure accounting logic and as such the exercise should not be purely accounting based.
The major crux of the due diligence exercise should be the estimation of the proposed
synergy between the acquiring firm and the acquired firm based upon realistic assumptions.
A comprehensive study
sponsored by the Ministry of Finance, Government of Pakistan should be carried out in
collaboration with investment banking professionals, business schools, management
consultants and related merger and acquisition specialists. The study should address the
regulatory, legal and other constraints to the merger process in Pakistan in detail and
provide recommendation, including the various regulatory amendments that are necessary for
making the process less complex.
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