What is a Merger?

A merger of companies refers to the consolidation of two or more separate companies into a single entity. This process involves combining the assets, operations, resources, and ownership of the merging companies to form a new, larger, and unified organization. Mergers can occur for various reasons, such as strategic expansion, improving market position, achieving economies of scale, diversifying business activities, or gaining access to new technologies or markets.

Mergers can offer various benefits, such as increased market power, enhanced efficiency, cost savings through economies of scale, and access to new markets or technologies. However, they also come with challenges, including integrating different corporate cultures, systems, and management styles, as well as potential regulatory and antitrust concerns. Overall, mergers can significantly reshape industries and markets, leading to changes in competition, business dynamics, and customer options.

Motives for Mergers:

Companies pursue mergers for various reasons. The primary motives include:

• Economies of Scale: Merging allows companies to benefit from economies of scale, reducing costs through increased production, distribution, and procurement efficiency.
   
• Market Expansion: Mergers enable organizations to penetrate new markets and diversify their product or service offerings.
   
• Innovation and Technology: Combining technological capabilities and innovation resources can drive companies to stay ahead in a competitive environment.
   
• Synergy: Mergers create synergy, where the combined entity generates greater value than the sum of its parts. This can result in cost savings, increased revenue, and improved operational efficiency.
   
• Risk Mitigation: Mergers can be a strategy for risk diversification by reducing dependency on a single market or product.

Key Stages in a Merger:

• Strategic Planning: This phase involves identifying the goals and objectives of the merger, evaluating potential partners, and outlining the strategic rationale for the merger.
   
• Due Diligence: Both parties conduct a detailed examination of each other's financials, operations, and legal obligations to identify potential risks and liabilities.
   
• Negotiation: Negotiating the terms of the merger agreement, including the purchase price, governance structure, and post-merger leadership.
   
• Regulatory Approvals: In many cases, mergers require approval from regulatory bodies to ensure fair competition and protect consumer interests.
   
• Integration: This phase involves merging the two organizations, aligning processes, culture, and systems, and often involves workforce restructuring.
   
• Post-Merger Evaluation: Continual assessment of the merger's success, comparing actual results to initial objectives, and making necessary adjustments.

About HDFC Limited:

HDFC Limited, officially known as Housing Development Finance Corporation Limited, is one of India's leading housing finance companies. Established in 1977, HDFC has played a pivotal role in promoting home ownership in India by providing financial services related to housing and real estate.

Here are some key points about HDFC Limited:

• Housing Finance Pioneer: HDFC is renowned for pioneering housing finance in India. It introduced the concept of specialized housing finance, making it easier for individuals to buy homes.
   
• Diverse Financial Services: While its primary focus is housing finance, HDFC also offers a wide range of financial services, including loans for home improvement, home extension, and property acquisition, as well as services like deposits and insurance.
   
• Strong Market Presence: HDFC has a robust presence across India, with a vast network of branches and a substantial customer base. It has a strong reputation for reliability and customer service.
   
• Listed on Stock Exchanges: HDFC Limited is a publicly-traded company and its shares are listed on Indian stock exchanges, making it an important player in the Indian financial markets.
   
• Retail and Corporate Customers: HDFC caters to both retail customers seeking housing loans and corporate entities for their real estate financing needs. It offers a wide array of loan products to cater to various customer segments.
   
• Rigorous Credit Assessment: HDFC is known for its meticulous credit assessment and due diligence process, ensuring that it extends loans to borrowers with a high likelihood of repayment.
   
• Subsidiaries and Associates: Over the years, HDFC has established several subsidiaries and associates, including HDFC Bank, HDFC Life, and HDFC AMC, which operate in the banking, insurance, and asset management sectors, respectively.

HDFC Limited's strong brand recognition,commitment to housing finance, and its expansion into related financial services have solidified its position as a key player in the Indian financial sector, specifically in the housing and real estate markets.

About HDFC Bank:

HDFC Bank stands for Housing Development Finance Corporation Limited. HDFC provides a wide range of banking and financial services. It was the first financial organisation that got an 'in principle' authorisation from the Reserve Bank of India (RBI) to establish a private sector bank. The RBI's policy for liberalisation of the Indian banking industry is responsible for establishing this bank in 1994.

This bank initiated its operations as a Scheduled Commercial Bank in January 1995 in Mumbai, India. As per statistics, HDFC Bank has a great network of branches comprising 5,779 branches and 17,238 ATMs across 2,956 cities and towns. This bank also provides services through digital mode. As of March 2021, with total assets of more than 15 trillion Indian rupees, HDFC Bank is the largest private sector bank in India.

About the Merger:

Termed as the biggest transaction in the history of India Inc, HDFC Bank on April 4, 2022, agreed to take over its parent, which is the largest pure-play mortgage lender, in a USD 40-billion all-stock deal, creating a financial services titan with a combined asset of over Rs 18 lakh crore. The total business of the merged entity stood at Rs 41 lakh crore at the end of March 2023. With the merger, the networth of the entity would be over Rs 4.14 lakh crore. The combined profit of both entities was to the tune of about Rs 60,000 crore at the end of March 2023.

The combined shares of the HDFC twins will have the highest weighting on the indices at close to 14 per cent, much higher than the present index heavyweight Reliance Industries with a 10.4 per cent weightage. The merger of HDFC Bank and HDFC creates a lender that ranks fourth in equity market capitalisation, behind JP Morgan Chase & Co., Industrial and Commercial Bank of China Ltd (ICBC) and Bank of Bank of America Corp, according to data compiled by Bloomberg.

It's valued at about USD 172 billion. With the deal getting effective, HDFC Bank will be 100 per cent owned by public shareholders, and existing shareholders of HDFC will own 41 per cent of the bank. Every HDFC shareholder will get 42 shares of HDFC Bank for every 25 shares they hold.

The merged entity brings together significant complementarities that exist between both entities and is poised to create meaningful value for various stakeholders, including respective customers, employees and shareholders of both entities from increased scale, comprehensive product offering, balance sheet resiliency and ability to drive synergies across revenue opportunities, operating efficiencies and underwriting efficiencies, a statement said.

Analysis of HDFC Bank & HDFC Ltd Merger:

HDFC Bank, India's leading private sector bank, today announced the successful completion of merger of HDFC Ltd., India's premier housing finance company with and into HDFC Bank, following the receipt of all requisite shareholder and regulatory approvals. HDFC Bank and HDFC Ltd. had announced a decision to merge on April 4, 2022, subject to obtaining the requisite consent and approvals and had indicated a time frame of 15 to 18 months for the process to be concluded. The Boards of both the companies at their respective meetings held today noted that the merger would be effective from July 1, 2023.

The merged entity inter-alia brings together significant complementarities that exist between both the entities and is poised to create meaningful value for various stakeholders, including respective customers, employees, and shareholders of both the entities from increased scale, comprehensive product offering, balance sheet resiliency and ability to drive synergies across revenue opportunities, operating efficiencies and underwriting efficiencies.

Pursuant to the share exchange ratio as per the merger scheme, HDFC Bank will issue and allot to eligible shareholders 42 new equity shares of the face value of Re. 1/- each, credited as fully paid-up, for every 25 equity shares of the face value of Rs. 2/- each fully paid-up held by such shareholder in HDFC Ltd. as on the Record Date i.e., July 13, 2023.

Speaking on the completion of the merger, Sashi Jagdishan, CEO & MD, HDFC Bank said, "This is a defining event in our journey and I'm confident that our combined strength will enable us to create a holistic ecosystem of financial services. We're truly happy to welcome the talented team of HDFC Ltd. into the HDFC Bank family.

I believe our journey will be defined by agility, adaptability, and a relentless pursuit of excellence. As we navigate the path ahead, we will embrace challenges as opportunities, learn from our experiences, and strive to be the benchmark of success and integrity in the financial services industry".[i]

Post the merger, HDFC Bank has no identified promoter. It also marks the transformation of HDFC Bank into a financial services conglomerate that offers a full suite of financial services, from banking to insurance, and mutual funds through its subsidiaries. So far, the Bank was a distributor for these products.

The merger of India's largest Housing Finance Company, HDFC Ltd. with the largest private sector bank in India combines the strengths of a trusted home loan brand with an institution that enjoys a lower cost of funds. The larger net-worth would allow greater flow of credit into the economy. It will also enable underwriting of larger ticket loans, including infrastructure loans and contribute further to nation building and employment generation.

End-Notes:

1. https://www.hdfcbank.com/personal/about-us/news-room/press-release/2023/q2/hdfc-ltd-to-merge-into-hdfc-bank-effective-july-1-2023
2. https://www.deccanherald.com/business/hdfc-to-merge-with-subsidiary-hdfc-bank-on-july-1-1232881.html