BF066 Mergers And Acquisitions Essay

Merger and acquisition is an important part of the financial world. It is commonly used for the consolidation of the companies or assets. The merger is a financial deal when two companies combine to form one whereas the acquisition refers to a financial deal in which one company is taken over by another. The basic notion between the merger and the acquisition deal is that two companies together can create more value compared to a single value. The merger and the acquisition deal can occur by purchasing assets, purchasing common shares, or purchasing share or assets (Varbanova, 2013).  The companies try to create synergy value by the merger of two values by increasing revenue, reducing expenses or reducing the overall capital investment. In this regard, this report will discuss the merger and the acquisition deal between Sun Pharmaceuticals and Ranbaxy. The acquisition deal between the two companies has been completed. The headquarters of both the companies have been situated in India and they have to take the approval of different authorities for the successful completion of the deal (Freeman, 2010).

The deal between both the companies is a share swap deal in which the shareholders of Ranbaxy will get four shares of Sun Pharma for every five shares held by them. It resulted in the dilution of 16.4% equity of Sun Pharma.   The overall value of the deal was 4 billion USD and the total equity value of the deal is 3.2 billion USD. Sun Pharma conducted the acquisition as it will help the company in getting better access to the US market and strengthen its accessibility to the domestic market. With this merger, Sun Pharma will also become the largest pharmaceutical company that deals with the generic medicines. It will also increase the brand visibility of the company and increase its market share of the organization. Before the deal, the business of Ranbaxy was also slow which can get better after the consolidation with the Sun Pharma.

 In the consolidation deal, both the companies made an alliance to become the largest pharmaceutical company in India. In addition, the companies also tried to increase their accessibility in the developing market and the USA.  The deal was completed at 3.2 billion USD acquisitions. In this section, the impact of the external environment will be evaluated in the post-consolidation deal. The external environment will be evaluated with the help of PEST framework.

In the present, the business environment is extremely competitive; therefore, it is important to examine the competition in the industry. The pharmaceutical industry is one of the most competitive industries in the world as all the companies manufacture the same products.

The competition is high in the pharmaceutical industry as all the major companies manufacture the same products. The market share of the leading organizations is relatively low which shows the strong competition in the industry. The primary factor for the relatively high competition is the relative low barriers to entry (Gassmann, Reepmeyer, & Zedtwitz, 2013). The companies have licensing requirements; however, the working capital requirement is low for the country. The small companies have focused on a specific location or the distribution channel which maintains their profitability.

The major suppliers of the pharmaceutical industry are organic chemical suppliers. The chemical industry is competitive and fragmented which reduces their bargaining power on the supplier. Most of the chemicals used in the pharmaceutical industry are used as a commodity and easily available. Therefore, the companies can easily switch their suppliers without incurring higher cost (Abayomi et al., 2010).

The pharmaceutical industry is a relatively new industry as the buyers or the customers have a relatively limited power on the manufacturing organization. The consumers have no option but to buy the medicines prescribed by the doctors (. However, the government agencies play an important role in regulating the price of the medicines.

The pharma industry is the most accessible industry as the capital requirements in the industry is very low. In this industry, the establishment of distribution network is easy as there is limited point of sales of medicines. The government legislations are high in this industry which creates barrier in the industry. However, in India, there is huge market for generic companies which reduce the intellectual property barrier in this industry (Festel, Oels & Zedtwitz, 2005).

 There is no threat for the substitute in the pharmaceutical industry. The medicines have no substitute; therefore, the demand for the products remains constant despite the recession and other factors (Govindaraj & Chellaraj, 2002).

The deal is one of the largest consolidation deals in the pharmaceutical industry. The deal was completed in India. Both the companies have to take the approval from a number of authorities including courts and capital market regulators in the country. There were also accusations of the insider trading which were proved wrong (Sadler, 2003). The companies also need to face approval over compliance with the Food and Drug Administration and the US drug industry. Ranbaxy Laboratories got delisted from the major stock exchanges in India. The acquisition made Sun Pharma one of the biggest generic drug makers. Post-deal, it will be easier for the company to obtain license in other countries. With this deal, the organization will extend its operations in 150 countries. However, the company will need approval from all these countries. It will also require approval regarding the quality of the drugs (Sanjai & Dhanjal, 2015).

The economic factors refer to the impact of GDP, employment rate and the economy on the business enterprise. Both the companies are located in India. Therefore, there will not be much impact of the deal on the business operations of both the organizations.  Before the deal, both the companies were individually investing 250 million USD in research and Development. After the accomplishment of the deal, both the organizations will have the financial resources to invest 500 million USD a year.

With the acquisition deal, the resultant will become the leading generic pharmaceutical organization. Both the companies have a strong presence in developing countries. It can be critiqued that the population in these countries have limited earnings. Therefore, they will get prefer generic drugs. The generic drugs refer to a drug which has the same quality, performance and the dosage as a brand equivalent of drug; however, it is available at low cost. The health care cost is rising day by day and the government as well as the health care organizations are looking for drugs at a cheaper cost. Therefore, generic drugs will become popular in these countries (Jeffs, 2008).

The technological factors pay an important role in the growth and the business of the pharmaceutical companies. With the alliance, both the companies can access the research and development facilities of their counterpart. The companies will also be able to access state-of-art technology and infrastructure with better research facilities (Thompson & Martin, 2010).

The two key factors of change are the technological factors and the economic factors.

There are several laws applicable to the pharmaceutical industry. Firstly, there are several regulations related to the quality assurance and food and safety. The government has also made competition laws for promoting healthy eating facilities in India.

The manufacturing units of the pharmaceutical companies should adopt appropriate waste management and drainage practices. There are several regulations regarding the reduction of the carbon footprint and waste management.

Opportunities: The opportunities are technological advancements, generic medicines and opportunity in developing countries.

Threats: The threats are increased competition, food and safety laws, frequent research and environmental laws.

The SWOT analysis is an internal analysis framework. It examines the internal strengths, weaknesses and the external opportunities and strengths. In this section, the post-deal SWOT analysis of the organization has been conducted.

Strengths High growth in the emerging markets Strong team for marketing and sales Brand awareness in the Indian and the US market	Weaknesses Limited presence in European countries and other emerging markets High level of competition between Indian and global brands
Opportunities Increase their presence in emerging markets Opportunity to increase their products range in the emerging market	Threats Growing competition in generic market Price sensitivity of the customers in the developing countries

The alliance of Sun Pharma and the Ranbaxy created the fifth largest pharmaceutical organization in the world. Therefore, it will be the largest alliance in India. The total physical resources and the human resource of Sun Pharma will increase drastically if Ranbaxy will disappear from the market. Sun Pharma will be able to operate in 55 countries and will have access to the production facility in 47 countries.  When a firm acquires another firm, there persists a huge gap in the talent management practices of the organization. Ranbaxy has a relatively large amount of workforce. The company can use effective workplace practices to build high-performance workforce. Sun Pharma will have access to 9000 selling personnel in the company. It can use the high overhead of Ranbaxy to gain in their business (Alkhafaji & Nelson, 2013). The company will also be able to double its research and development facilities with this acquisition. Before the deal, the research budget of both the companies was almost equivalent; therefore, the research budget of both the companies will increase drastically. The overall capabilities of both the companies will be maximized.

The alliance between both the companies Sun Pharma and Ranbaxy Laboratories has increased the financial performance of the company. The performance of the company is above the average industry standard which shows the strong financial position of the company (Dringoli, 2016).  The company is also subjected to limited financial risk which shows the robust position of the company. The financial resources of a company can be evaluated with the help of different financial ratios (Ogilvie, 2006).

The return on capital employed refers to the evaluation of a copmany’s profitability and examining the efficiency with which the capital is employed in a company.

The ROCE of a company can be measured as Earnings before Interest and Tax (EBIT)/ Capital employed.

According to the calculations, ROCE of the company is 20% which shows steady growth rate of the organization. The debt-equity ratio of the company is 67.7% which states that the company has used external funding and finances to meet drive their growth (Sun Pharma Annual Report, 2016).

 The competencies of a company can be evaluated with the value chain analysis in which the primary and the support activities which adds value to the final product of the organization can be examined. The main activities of the organization add value to the final product and use them to reduce the operational cost or increase the differentiation. The primary activities of an organization are inbound logistics, operations, outbound logistics, marketing and sales and services (Sherman, 2011). Other than that, secondary activities of an organization are firm infrastructure, human resource management, procurement and technology.

Inbound Logistics: The inbound logistics refers to the activities of the organization related to the movement of the raw materials from the suppliers to the manufacturing firm or the assembly plant. The inbound logistics of Sun Pharma is decent. With the recent acquisition, the company have access to high number of production plants (Chathuranga, 2015). In addition to it, the company will also be able to access large number of suppliers with the acquisition.

Operations:  It comprises of the activities which convert the input of the organization to the output of the organization. The inputs are the raw materials and the labour which are converted into manufactured products (Perella, 2016). The organization has headquarters in Mumbai and sells pharmaceutical ingredients in the USA and India.

Outbound Logistics: The outbound logistics refers to the process related to the storage and the distribution of the final manufactured products.  The distribution capability and the warehouse requirements of the organization will increase after the acquisition (Gleich, R., Hasselbach & Kierans, 2012). The company will also expand it distribution capabilities as there will be large number of selling personnel in the organization.

Marketing and Sales: The marketing process is crucial for an organization as there will be large number of people who can create, communicate and deliver the organization’s message to the customers. Ranbaxy has a strong brand presence. In addition to it, the Ranbaxy also utilize exhaustive marketing strategy which has resulted in strong brand presence of the organization. In contrast to it, Sun Pharms is not a well-recognized brand despite its size. The company invests little in the marketing activities (Anderson, Havila, & Nilsson, 2012). It can be critiqued that the organization invests little in the marketing activities. Sun Pharma can get benefit from the strong marketing tactics of Ranbaxy Laboratories.

The service related to all the activities which are conducted by the company to ensure that the product is working in an appropriate manner after it has been sold and purchased by the customers. 

These activities provide support to the primary activities of the organization. The support activities refer to the infrastructure, technological development, human resource management and procurement (Greve & Zhang, 2017). 

Infrastructure: The infrastructure of the firm refers to the organization structure, control system and the culture of the company. The Sun Pharma is an Indian pharmaceutical company with the drug manufacturing plant in India and other countries. Ranbaxy laboratory was the leading generic drug organization which supplied adulterated and generic drugs to a large number of developing countries. With the acquisition, the supply chain and the control system of Sun Pharma developed significantly (Holburn & Vanden Bergh, 2014).

Technological Development: Both the companies deal in the pharmaceutical industry. The core competency of Ranbaxy Laboratory is its ability to produce generic and adulterated drugs and supply them in the developing countries. Sun Pharma will be able to enhance its knowledge with the acquisition. Sun Pharma also invests a lot in the research and development capabilities of the organization.  With the acquisition, the technological capabilities of the organization will get doubled and develop immensely.

Human Resource Management: Both Sun Pharma and Ranbaxy Lab have a large workforce. The sales people of Ranbaxy are efficient and have strong marketing skills. Ranbaxy was successful in creating brand name of itself in the Indian market as well as the foreign markets. The company can benefit a lot with the alliance. Currently, the company has approximately 30,000 employees in its different centres.  The criterion for the selection is the talent and the skill of the workforce. AS a result, the company has a culturally diverse workforce with different skill-sets and backgrounds. It has immensely benefitted the company in its growth (Sun Pharma, 2017).

Procurement: The procurement refers to the process of obtaining the raw materials, goods, services from an external source. In the pharma industry, the procurement costs a total of fifty percent in the manufacturing process. Therefore, it is important to optimise the procurement process in the product manufacturing. The procurement is also important in driving innovation, increasing the market share and reducing cost (Tanriverdi & Uysal, 2015). The pharmaceutical companies use several strategies to reduce the direct spending in procurement such as speed control in raw material acquisition and production. However, indirect spending such as information technology, maintenance and repair, office supplies, travel and marketing is not optimized in the pharma industries. The cost optimization in the Pharma industry is achieved by relationship management with the supplier, technology harmonization and workforce management. Creating transparency in the supply chain and ensuring regulatory compliance can also increase the performance of the supply chain (Pharmaceutical Executive Editors, 2012).

 The VRIO framework examines whether the internal resources and capabilities of thee company are capable of creating a sustained competitive advantage for the organization. In the value chain analysis, two primary competencies of technology and physical resources have been identified. The VRIO analysis is used to examine whether the resources of the company are distinguished and capable to create competitive advantage for the organization. The VRIO analysis examines whether a physical resource is valuable, rare, costly to imitate, and whether the firm is able to capture the value of resources.

Both the companies are pioneer in creating in creating generic medicines. The research and development facilities of both the companies are valuable and rare. Although it is not costly to imitate by the competing organizations, however, most of the competitors target the developed markets and are not interested in manufacturing generic medicines which sells at a lower cost. The company is able to capture the value of the resources.

Sun Pharma has been able to develop the technical competency of the organization. Ranbaxy Laboratories have manufacturing plants in several different locations. The acquisition of the company will lead increase the manufacturing capability of the company. In addition, the company will also acquire the human resource of the company. It is the fifth largest acquisition in the pharmaceutical industry.  The acquisition will create valuable resource for the organization. The company will attain rare resource which will be difficult to imitate. The human resource will be experienced and skills; therefore, they will be difficult to imitate. It is a sustainable competitive advantage.

ST The company can use merger and acquisition strategy to curb the competition in the European and other experienced market.	SO Sun Pharma can use the marketing skills and the brand awareness strategy of Ranbaxy Laboratories to increase the brand awareness of the organization
WO Opportunity to increase market share in developed markets by increasing the product range	WT Price sensitivity of the customers can be used for combating the competition in the developing market.

The suitability criteria determine if the strategic choices of the company are compatible with the external environment of the company. The suitability of a strategic choice can be determined by evaluating whether they can assist the firm in exploiting opportunities and avoiding threats in an external environment. It can be critiqued that the chosen strategy is suitable for the organization. The merger and the acquisition strategy are suitable with the existing political and social context of the companies. According to PEST analysis, the merger and the acquisition strategy will increase the technical competency of the company. The PEST analysis posits that after merger and acquisition, the company can reduce economy of scale. The organization can also develop their technical competency and increase their overall expenditure on the research and development by this strategy.

 The feasibility analysis examines whether a business organization has the resources to pursue its preferred strategy. It examines the financial resources, skills, human resources and the technical competency of the company. It can be evaluated that the financial performance of the company has boosted after the deal. The feasibility analysis examines the internal capabilities of the company and whether they are appropriate and sufficient pursuing the strategic choices decided by the organization. In the above section, the human resource, technical competency and the physical resources of the company have been evaluated. In the financial evaluation, it has been found that ROCE, CR, Gearing, IC and Dividend Yield are high which indicates the strong financial position of the company after the merger and the acquisition. Other than that, Sun pharma will also get benefitted by the human resources of the company. Ranbaxy Laboratories has a large marketing and sales team which can assist Sun Pharma in its sales activities. In addition, the company will also benefit from the manufacturing and research facilities of the organization.

The acceptability criteria examines whether the strategic choice will be acceptable to the stakeholders. The acceptability of the choice is dependent upon two factors, namely, financial aspects and the decision or choice of the stakeholders. In the financial factors, the organization examines the return on investment and the risk profile of the financial investment. It examines the response of the stakeholders towards the strategic choice. There are various financial measurements which can be used to examine the efficacy of a strategic decision.

The strategic choices of the management can bring several changes which can be discomforting to some stakeholders. Therefore, it is important to pre-analyse the impact of the different decisions on different stakeholders and develop strategies to address them.

The merger and the acquisition deal between Sun Pharma and Ranbaxy Laboratories took place to increase the market value of both the companies. Every strategic deal comprises of a direction and a method.  However, there are several hurdles in the successful completion of the deal. The deal was beneficial for both the companies as Sun Pharma was able to double its size by the acquisition of the biggesr pharma company in India. The transaction was cashless and Ranbaxy will receive 0.8 share of Sun Pharma for each share of Ranbaxy. The consolidated turnover of company is 11,326.32 crore and the Sun Pharma has 12,410.43 crore. It means a company smaller in size acquired a large company. With the acquisition, Sun Pharma becomes the largest Indian Pharmaceutical company as the transaction was conducted at a valuation of 2.2 times sales of Ranbaxy. It can be critiqued that although Sun Pharma is smaller in size, the market value of the company is higher than Ranbaxy. There are three main stakeholders of the deal, Daiichi Sankyo, Ranbxy and Sun Pharma (Lumby & Jones, 2003).

Daiicii Sankyo had 34.8 per cent of Ranbaxy which it bought for 2.4 billion USD in 2008. The company brought thee additional 20% shares and in total paid 4.6 billion USD (Asthana, 2014). In the recent years, the value of the company reduced which has resulted in loss of over half of the money invested in the company. However, as it not the cash only deal, the company might be able to get a better deal when the management will be in better hands. Ranbaxy entered the deal as it had the opportunity to create alliance with the most successful company in the Indian pharmaceutical industry. The company was also struggling with financial losses and maintaining itself as a standalone company. It had also lost brand equity in several markets including that of the USA, European Union and India. Ranbaxy was also prohibited to sell its products in the USA. After the deal, the company will have the opportunity to sell its products in the US market under the Sun Pharma brand.  In the USA, the manufacturing units of the Ranbaxy were banned; therefore, it can source product from Sun Pharma brand and sell it to the customers.

There are several factors which can create huge value for Sun Pharma. With the merger, the company can achieve synergy in the supply chain and the procurement of the products. In addition, Sun Pharma will also get diversified market reach and have higher market reach. Ranbaxy will have the potential to drive the profitability of the company. Due to the lower base and monetisation, Sun Pharma will have opportunity to capitalize on the deal and increase its accessibility in foreign markets.

Similar to other deals, this deal also suffered from various legal and political issues. Both the companies have to take permit from the Competition Commission of India for the merger. They agreed to sell seven brands to Emcure Pharma to comply with the fair trade nod for the merger. Both the companies have to divest the product line as they were against the fair competition and trade laws in India (Sanghi, 2015).

The deal was also scrutinized by SEBI (Securities and Exchange Board of India) over allegations regarding the insider trading in Ranbaxy. Ranbaxy was also struggling with the US Food and Drug Administration (USFDA) regarding several of its production units. However, the deal will give access to Sun Pharma to venture into companies it has not entered including Ranbaxy’s business in the USA and large supply chain in India. The transaction was approved by the audit committee, minority investors and the board of directors of both the companies.  A special resolution was made in the light of The Companies Act 2013 and the listing norms of SEBI (Unnikrishnan and Pilla, 2014).

There were a significant number of hurdles in the successful completion of the deal. There were several regulatory and legal issues. In addition, the company also suffered from the compliance issue from the food authority in the USA. The company might face the integration issues in the deal. Post-deal, Daiichi Sankyo offloaded its 9% stake in Ranbaxy. As a result, the stock of the company fell down. In the deal, there will be equity dilution; as a result, there will be integration challenges in the company. There will be several challenges in the integration process such as salary differential, differences in the productivity of the sales force, restructuring of the manufacturing facilities, increasing profitability margins and creating a positive brand image of Ranbaxy. Moreover, there were also certain issues regarding discontinuing a few products to promote healthy competition in India. As a result, the company will require several years to solve the regulatory issues and comply by the legal aspects (Ferris, Jayaraman & Sabherwal, 2013).

It is recommended that the company establish synergy and achieve operational efficiency by utilizing the core competency of bot the companies. It will also assist in integrating the operations of both the companies.

After the merger, the company will have more diversified profile and will have enhanced presence in the European and the developing markets. Sun Pharma can utilize the resources of Ranbaxy Limited to increase the efficiency and drive integration of the firms.

During the merger deal, the company faced several compliance issues and challenges. It extended the time of the deal of the merger process. In the future, the company can reduce the merge and the acquisition time by planning the process beforehand. The companies should also hire legal representatives who can help the company in identifying the rules and regulations which may be applicable on the deal. It will be easier for the company to complete the deal if is knows about all the legal frameworks applicable on the deal.

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