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This case serves as a foundation for student discussion of the estimation of required rates of return (ROR) on investments in emerging markets. An associate in J.P. Morgan's Latin America M&A department (mergers and acquisitions) is assigned the task of valuing the telephone directory operations (“paginas amarelas” means “yellow pages”) of a large Brazilian conglomerate. All cash flows have been converted to U.S. dollars, and present values computed for various discount rates. The remaining step is to determine the appropriate target rate of returns for dollar flows originating in Argentina, Brazil, and Chile. The capital asset pricing model (CAPM) is used along with a political risk premium and country beta. The necessary figure work is comparatively light, leaving the student time to reflect on the need for various adjustments in estimating crossborder rates of return.

The case explores information technology (IT) company Mindtree’s journey of 20 years from the time it was founded in 1999 to be different from others, and how it became a target for acquisition by an Indian diversified conglomerate in 2019. It offers insights into developing organizational culture and values in an organization, threats faced by a company when promoters dilute their shareholding, and the strategies followed by the acquirer and the target firm. It also deals with the challenges in the acquisition of a knowledge service digital firm. After working through the case and assignment questions, students will be able to: identify the circumstances under which a company can become a target for hostile takeover; describe motivations of the acquirer firm in an acquisition; distinguish between acquisition and hostile takeover, and discuss salient features of Securities and Exchange Board of India (substantial acquisition of shares and takeover) regulations, 2011; list the defenses a target firm can adopt to ward off hostile acquirer; explore strategies followed by acquirer and target firms; analyze important ingredients of organization culture, and importance of cultural congruence in an acquisition; and discuss challenges faced by an acquirer in India, namely, legal, retention of clients and key people in the target firm particularly in hostile environment.

The case explores how ten IT professionals founded mid-tier IT services company Mindtree in 1999 in Bengaluru, India (home to Infosys and Wipro) to be different from others – by inserting themselves at a higher level in the value chain, being philanthropic as a part of broader business strategy to attract a certain kind of employee and customer. It developed a culture of equality, consideration and respect. Its attrition rate of 12 to 13 per cent was significantly lower than the Industries. Mindtree crossed annual revenue of US$1bn for FY 2019 and was growing at twice the industry’s growth rate. The most attractive part was that its proportion of revenue from digital services was about 50 per cent as compared to 25-35 per cent of other services vendors. With time, the share of promoters/founders declined and increased one investor’s shareholding of V. G. Siddhartha and his related entities. In early March 2019, the promoters’ stake was 13.32 per cent while Siddhartha had 20.32 per cent. Larsen and Toubro (L&T) one of India’s conglomerate entered into a share purchase agreement on March 18, 2019 with Siddhartha to acquire his 20.32 per cent stake. Immediately, L&T asked its broker to purchase up to 15 per cent of share capital of Mindtree at a price not exceeding INR 980 per share (each share of face value INR 10). This would trigger an open offer by L&T to purchase additional 31 per cent shares of Mindtree. The action of hostile takeover bid by L&T evoked emotional criticism from Mindtree founders. Mindtree efforts to defend itself could not materialize. L&T’s stake crossed 26 per cent on May 16, 2019. After Indian regulator SEBI’s approval, L&T’s open offer to buy shares from Mindtree shareholders commenced on June 17, 2019. The case examines motivation of the acquirer firm particularly when it is a conglomerate, and how a well-performing company became a target for hostile takeover. It looks at vulnerabilities of a target firm, and defensive steps a firm can take to fence itself against such takeover. The case also explores how organizational culture is built in a people-oriented business, namely, digital services, and what role it plays in a merger of two firms.

The case is suited for postgraduate students of management, as well as those undergoing executive courses in management.

Teaching notes are available for educators only. Please contact your library to gain login details or email support@emeraldinsight.com to request teaching notes.

CSS 11: Strategy.

The three cases (Case A: JSW Steel's Ispat Acquisition: The Opportunity; Case B: JSW Steel's Ispat Acqusition: The Setback & Case C: JSW Steel's Ispat Acquisition: The Turnaround Strategy) describe the business situation leading to acquisition of Ispat by JSW, the acquirer company's failure to realize synergies post-acquisition, and the subsequent turnaround initiatives to salvage the situation. In 2010, JSW Steel, a 14 mtpa Indian steel company acquired Ispat Steel with annual production capacity of 3 mtpa. The acquisition was part of JSW's multipronged strategy to realize its aspiration of being a 40 mtpa firm. At the time of acquisition, Ispat had huge debts, a long pipeline of unfinished projects, high production costs and unpredictable cash flows. Its main plant, Dolvi was shutdown for 45 days. However, the plant also had numerous advantages. It was located near the seashore and was technologically very advanced. Case A describes the events leading to acquisition of Ispat by JSW. It captures the facts, opinions and inferences around the acquisition decision, which were used as inputs in the due diligence process to assess synergies between JSW and Ispat. The case describes the economic, competitive, and industry factors prevailing in 2010 when JSW was thinking of acquiring Ispat.

The three cases (Case A: JSW Steel's Ispat Acquisition: The Opportunity; Case B: JSW Steel's Ispat Acqusition: The Setback & Case C: JSW Steel's Ispat Acquisition: The Turnaround Strategy) describe the business situation leading to acquisition of Ispat by JSW, the acquirer company's failure to realize synergies post-acquisition, and the subsequent turnaround initiatives to salvage the situation. The Case A details the potential synergies that were identified during due diligence process while the Case B details the setbacks which did not allow JSW to realize the anticipated synergies. Nevertheless, not deterred by the setback, JSW salvaged the situation by undertaking a massive turnaround program aimed at plugging strategic, operational and organizational gaps. Concurrently, several initiatives were also taken to integrate the processes and workforce of the two organizations. Eventually the JSW team succeeded in turning around Ispat and merged it with the parent group. Case C provides a rich description of the turnaround and integration initiatives by JSW.

Communication Solutions (CS), a woman-owned business, experienced fast growth at its inception, and then found itself slowing after the mid-2000s recession. The firm provides consulting services, primarily to government agencies. The owners have brought the business to sales of about $10.5 million in 2012, but revenues declined following that peak year because of cutbacks in government spending and founder Jennifer Madison’s detachment from the business. Even though they recognize that it may not be an ideal time to sell, they are tired of running the business and want to sell now, as long as they can pay off their debts.

This case was researched through multiple interviews with Mark and Jennifer, who provided all of the financial data and background. All financial statements given in the case provide actual CS numbers. The name of the company and the names of the owners have been changed, at their request to disguise the company. At the time this case was written, the owners were in negotiation with a potential bidder, and did not want their names or their company name to be used. Market information and information about comparable companies was researched using publicly available financial data bases.

This case has the potential to be used in a variety of classes, depending on what the instructor wishes to emphasize. The author uses the case as a valuation case in a corporate finance class (suitable for undergraduates or MBAs), allowing students practice in discounted cash flow valuation and comparable multiples valuation. It could be used in an investments class which teaches business valuation, particularly in teaching valuation using market multiples. The case could be used in an entrepreneurial finance class. The author uses this case to illustrate the difficulties of business valuation with messy (but real) data.

This case explores small business valuation and exit strategies for founders. Students can put themselves in the position of small business owners who are ready to exit. Students should value the firm using discounted cash flow and multiples valuation, which includes making assumptions about the future growth of the firm. While there is likely to be reasonable agreement on the “as is” valuation, there may be great variation concerning the assumptions and valuations of the company as it could be. Students can discuss (and implement) adjustments made when using large company comparables to value a much smaller company.

Freeport-McMoRan's acquisition of Phelps Dodge created the world's largest publicly traded copper company. JPMorgan and Merrill Lynch advised the acquirer and arranged $17.5 billion in debt financing and $1.5 billion in credit facilities. In addition, these two firms underwrote $5 billion in equity capital through simultaneous offerings of Freeport-McMoRan common shares and mandatory convertible preferred shares. These financings created an optimal capital structure for the company that resulted in stronger credit ratings. The activities of the equity capital markets and sales groups at the underwriting firms are explored and the structure and benefits of mandatory convertible preferred shares is explained.

To understand the role of investment banks in advising a large corporation regarding an acquisition and related financings in the capital markets. As part of this, the activities of an investment banking firm's equity capital markets group and their underwriting risks are analyzed. Finally, the structure of a mandatory convertible security is reviewed in terms of benefits to both issuers and investors.

The learning outcomes of this study are as follows:1. Learn to analyze a hostile takeover bid from the perspectives of the acquirer, target firm’s management and a large institutional investor in the target firm.2. Review the structuring, financing, valuation, mode of consideration, legal and regulatory aspects of a hostile takeover.3. Understand the role of the target firm’s board in a hostile takeover transaction.4. Address “to sell or not to sell” dilemma of a large institutional investor in the target firm in the event of a tender offer given financial and non-financial considerations.

On June 14, 2019, Pulak Prasad, Founder and Chief Executive Officer (CEO) at Nalanda Capital, in consultation with other managing partners at Nalanda Capital, had to decide whether to tender a 10.6% equity holding in Mindtree Ltd. in an unsolicited open offer made by Larsen and Toubro (L&T) Ltd. Until then, Nalanda Capital, led by Prasad, had aligned with the Mindtree founders and had led a campaign to thwart L&T’s bid to acquire Mindtree; L&T’s offer to acquire 31% of Mindtree shares was because of open on June 17, 2019 and it is time for Prasad and the management team to take a reasoned call – whether to stay in Mindtree or to exit? Associated aspects included – What could be the consequences of not selling the stake? What could be L&T’s game plan? Could Mindtree continue to create wealth for its shareholders under L&T?

This case is appropriate for Mergers & Acquisitions and Strategic Financial Management courses in modules focused on structuring, financing and takeover defence techniques in a hostile takeover transaction. The case is appropriate for graduate MBA and EMBA programmes.

Teaching notes are available for educators only.

CSS 1: Accounting and Finance.

The three cases (Case A: JSW Steel's Ispat Acquisition: The Opportunity; Case B: JSW Steel's Ispat Acqusition: The Setback & Case C: JSW Steel's Ispat Acquisition: The Turnaround Strategy) describe the business situation leading to acquisition of Ispat by JSW, the acquirer company's failure to realize synergies post-acquisition, and the subsequent turnaround initiatives to salvage the situation. The Case A provides the details of the potential synergies between the two firms. After an elaborate due diligence process, JSW acquired Ispat. However, the JSW team failed to realize synergies anticipated at the time of acquisition. This was a big setback for the company because Ispat was acquired based on certain assumptions on synergies between the two companies. Case B captures the setbacks after Ispat's acquisition, i.e., JSW's failure to realize anticipated synergies.

This case focuses on valuation using various methods to price a firm. Students attempting this case should know the basics of how to value a company using discounted cash flow, comparable multiples and comparable transactions. Students will need to calculate the weighted average cost of capital using comparable companies and the capital asset pricing model and determine differences in value created by an acquisition vs a leveraged buyout (LBO). The case also discusses qualitative issues in mergers, such as fit between target and acquirer, integration issues, potential high debt from LBO.

This case was library-researched, using Amazon and Whole Foods public filings and business press papers.

Whole Foods Markets received a buyout offer from Amazon. Whole Foods could solicit offers from other firms, including firms more directly in the grocery business. Whole Foods also considered a management buyout or purchase by a private equity firm. Whole Foods had underperformed, with a falling stock price and reduced profitability. Amazon’s bid was attractive, a premium of about 40 per cent over Whole Foods’ pre-merger stock price. Whole Foods also wanted to consider issues such as culture. Whole Foods’ strategy was to sell organic foods at premium prices, while Amazon was a retail discounter with a largely online business.

This case is appropriate for graduate students at the end of their introductory course or for graduate or undergraduate students in a corporate finance elective, particularly a merger/restructuring elective. The case has been used in an advanced undergraduate finance elective, with a team presenting the case to the class, with remaining students in the class required to write case summaries and questions for the presenting group.

Within 18 months of exiting bankruptcy, Kmart's position was sufficiently strong to launch an acquisition of Sears, once the nation's largest retailer and also a core holding of ESL. Looks at a number of compelling issues related to Kmart's bankruptcy, restructuring, and rebirth under the control of ESL, a large hedge fund. Presents some of the key metrics that Eddie Lampert, head of ESL, had available to him as he made two decisions: first, in 2002, to amass a controlling stake in Kmart's defaulted debt during the restructuring; and second, in 2004, to launch a takeover of Sears. The first deal illustrates the decision-making process for a financial buyer, including the downside protection of Kmart's real estate holdings, whereas the second deal represents a traditional strategic acquisition. Illustrates the innovative use of real estate as a “hedge” for ESL in the event that the retail combination does not produce the required financial results. Also focuses on the role of investment bankers and the increasingly important position that hedge funds and LBO funds have carved out in the M&A market.

To outline the explosive growth in assets and influence of alternative investment managers, particularly LBO funds and hedge funds, and the transition of some larger hedge funds from shorter term trading strategies to longer term plays on distressed debt, restructurings, and turnarounds.