IIPM : EXECUTIVE EDUCATION
Kingfisher’s takeover and proposed merger with Deccan raises questions...
Just a few handful of days after Vijay Mallya announced that Kingfisher would merge with Air Deccan, came the announcement of Mallya’s 46% stake ownership in Air Deccan going up to 50% through a block 4% purchase on Indian stock exchanges. But really, despite all the pricing advantages that the acquisition of Air Deccan provides to Kingfisher, B&E tells you why this merger makes little logic!
But even before understanding the ramifications, one has to clearly differentiate between an acquisition and a merger! Acquisition simply means the purchase of shares of one company (Air Deccan in this case) by another (Kingfisher Radio, a Vijay Mallya company). Both companies remain separate legal entities despite the acquisition. A merger, on the other hand, means that the two companies cease to exist separately, and are seen in legal terms as one new company (with perhaps different brand names within the new entity). Given this, Mallya’s issues are as follows:
Legal issues:
It’s akin to the difference between a live-in relationship and a marriage. Till the time the two companies remained separate, any financial exigencies of Air Deccan remained legally isolated within that airline itself. But now, Kingfisher – and in turn the UB Group – would become lawfully liable to pay for all such financial demands that Air Deccan might have to pay. Given the bloodbath already present within the industry, such a merger move seems highly questionable, when an acquisition was already giving the best of both worlds to Kingfisher, which takes us to our second point... Financial issues:
Gopinath had commented previously to us, “We’re aiming for profitability by 2008 and will achieve it!” Well, with a combined accumulated loss touching an outrageously scandalous Rs.20 billion (Rs.9.923 billion for FY’ 07 alone), this merger seems to have put paid to those plans too!
Branding issues:
Once the merger comes through and Air Deccan becomes a Kingfisher division (rather than a different company), the highly benchmarked Kingfisher brand could be crucified on the altar of consumer perception. A fear much real now as there have been confirmed reports of Air Deccan passengers who, after their flights have got cancelled, were given tickets on Kingfisher. With horror tales all abound about LCC flights being cancelled at the drop of the hat, Kingfisher’s pristine brand value is bound to start falling alarmingly if consumers cannot differentiate between the two brands in the coming months.
Operational dis-synergy: One logic of the merger could have been that after the merger, Vijay Mallya, without being questioned by shareholders, could have easily utilised all the capacity of Air Deccan – from pilots (which Kingfisher requires by loads), to maintenance infrastructure, to parking bays, to airplanes themselves! Though Vijay Mallya has mentioned that there would be one management team for both airlines, with a Wall Street Journal publication now reporting that Captain Gopinath has confirmed both airlines would be kept operationally separate, even this concept of synergy falls down!
Shareholder value decimation:
This factor is the most important for any CEO. It was perceived that the merger announcement could reduce the Kingfisher share worth, but would necessarily improve Air Deccan’s share value as shareholders would feel their brand image is being catapulted into the big league. Let’s see what really happened! Well, on December 18, 2007, Air Deccan’s share was trading at around Rs.316. With the news of the merger, Deccan’s share price plunged by almost 15% in a single trading session; and continues to languish! By the last closing of trade on December 26, 2007, Deccan Aviation had already lost a huge Rs.5.7 billion in stock value on the bourses!
The positives:
Still, it’s not the end of the world yet. In fact, just based on the acquisition (and not because of the merger), there are huge pluses. Already, the combine has emerged as the largest domestic carrier in the country with 570 daily flights, connecting 69 destinations across the country, a feet they’re managing with a smashing fleet of 78 aircrafts! That’s larger than that of even Indian, the government airline, which has 74 aircrafts! With the largest combined market share in India (around 32%: DGCA data), the kind of quasi-monopoly pricing the combine could demand might be enough to change the profit equation within a period of three years. Of course, with Kingfisher’s 106 new Airbuses (including 5 superjumbo A380s) and Air Deccan’s 54 A320s scheduled for delivery over the next 5-7 years, infrastructure support (including parking bays) could prove to be quite a major stumbling block.
Clearly, the acquisition of Air Deccan notwithstanding, the subsequent proposition of merger seems to be made with less positioning and financial standing. Well, when we asked Gopinath about the similarities he sees with Mallya, he divulged, “Our interests and lifestyles are ‘totally different’! We sometimes get together and enjoy each other’s company, but that’s it...” Well Sir, we hope you both continue ‘living-in’ this relationship rather than jumping into marriage! They say marriage lasts seven lives...
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Source : IIPM Editorial, 2008
An Initiative of IIPM, Malay Chaudhuri and Arindam chaudhuri (Renowned Management Guru and Economist).
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