Focus Birla set to acquire metal major Novelis for $6 bn Bids and expanding our global presence across our various businesses counter bids have and is consistent with our vision of taking India to the world. become an integral The combination of Hindalco and Novelis will establish a part for expanding global integrated aluminum producer with low-cost alumina horizons and aluminum production facilities combined with high-end transcending aluminum rolled product capabilities. The complementary beyond all physical expertise of both these companies will create and provide a as well as strong platform for sustainable growth and ongoing success.” psychological boundries for Acting Chief Executive Officer of Novelis, Mr. Ed industrialists as Blechschmidt commented after the acquisition formalities presently being were complete, "After careful consideration, the Board has witnessed in the aluminium industry more so in India than unanimously agreed that this transaction with Hindalco anywhere else. After a successful bid for Atlanta-based delivers outstanding value to Novelis shareholders. Hindalco Novelis, Hindalco Indusries is expected to face a counter bid is a strong, dynamic company. The combination of Novelis' from the Russian aluminium major, Russian Aluminium. world-class rolling assets with Hindalco's growing primary aluminum operations and its downstream fabricating assets in Kumar Mangalam Birla-controlled Hindalco Industries, the rapidly growing Asian market is an exciting prospect. the country's largest aluminium producer, recently announced Hindalco's parent, the Aditya Birla Group, is one of the largest the acquisition of Atlanta-based Novelis for an enterprise and most respected business groups in India, with growing value of nearly $6 billion in cash, which will help it gain large global activities and a long-term business view." customers like Coca-Cola, Ford and General Motors. Codenamed Project Red Sox, the deal envisages a payment of Mr. Debu Bhattacharya, Managing Director of Hindalco $44.93 per share, which is 16.5 per cent more than its last and Director of Aditya Birla closing price, to Novelis shareholders, amounting to a total of Management Corporation $3.5 billion. In addition, Hindalco will take on its books Ltd., said, "There are Novelis' debt of $2.4 billion. Following the transaction significant geographical Hindalco, with Novelis, will be the world's largest aluminum market and product synergies. rolling company, one of the biggest producers of primary Novelis is the global leader in aluminum in Asia, and India's leading copper producer.The aluminum rolled products and acquisition, which requires approval of 66 per cent of Novelis' aluminum can recycling, with shareholders, is expected to be completed by the second a global market share of about quarter of 2007. The Novelis board has recommended the offer 19%. Hindalco has a 60% to its shareholders, largely financial institutions. share in the currently small but potentially high-growth Indian market for rolled products. Speaking about the acquisition Mr. Kumar Mangalam Hindalco's position as one of the lowest cost producers of Birla, Chairman of the Aditya Birla Group, commented, "The primary aluminum in the world is leverageable into becoming acquisition of Novelis is a landmark transaction for Hindalco a globally strong player. The Novelis acquisition will give us and our Group. It is in line with our long-term strategies of immediate scale and a global footprint." Metalworld l February 2007 l 9 Focus The transaction which has been unanimously approved by another $300 million. UBS is the Board of Directors of both companies. The closing of the the financial advisor to transaction is not conditional on Hindalco obtaining the Hindalco for the acquisition. required financing. The transaction will be completed by way The Novelis management of a plan of arrangement under applicable Canadian Law. It will remain unchanged after will require the approval of 66% of 2/3 of the votes cast by the acquisition. Hindalco shareholders of Novelis Inc. at a special meeting to be called to will take a call on joining the consider the arrangement followed by Court approval. The board later. There will be no job cuts at Novelis and Debu transaction is also subject to certain other customary Bhattacharya, the managing director of Hindalco and a conditions, including the receipt of regulatory approvals. The director in the Aditya Birla group, will be the head of Aditya transaction is expected to be completed in the second quarter of Birla group's metal businesses. "The acquisition will help 2007. Hindalco to shorten the learning curve for technology, which was a need for us at Hindalco. Hindalco has strong presence in upstream and metal businesses, while Novelis is a world leader "The acquisition in downstream businesses. The combination will make us will catapult the group immune to the high volatility in commodities markets," into the Fortune 500 Bhattacharya said. Novelis has about $3.2 billion in debt and league, three years loans outstanding. On November 14, it reported a loss of $102 ahead of the target. The million, or $1.38 a share, in the third quarter. In 2005, the combination of company had reported net sales of $8.4 billion but incurred a Hindalco and Novelis loss due to contractual obligations. It is expected to be in the will establish a global black in 2010. integrated aluminium producer," Birla said. Spurred by an economy growing at more than 9 per cent a year and the country's recent rating upgrade, Total value of the acquisition is USD 6 billion Indian companies are seeking acquisitions in mature overseas Hindalco personally will contribute USD 450 million markets to sell higher-margin goods and add capacities and Aditya Birla group company Essel Mining will pay USD products. Hindalco's purchase comes days after Tata Steel 300 million outbid CSN of Brazil to bag UK steelmaker Corus Group Plc Essel mining group Aditya Bir;la group will pay USD for $12 billion and Suzlon Energy trumped Areva with a $1.3 300 million billion bid for Repower Systems of Germany. Novelis, which Hindalco plans to raise USD 2.8 billion of debt through two was spun off from Alcan Inc to meet anti-trust concerns after special purpose vehicles acquiring France's Pechiney SA for about $4 billion in Novelis will have debt of USD 2.4 billion February 2004, controls 19 per cent of the world's flat-rolled aluminium production and supplies to companies like Ford Hindalco to balance upstream, down-stream ops Motor Co, Eastman Kodak Co, and Thyssenkrupp Ag. It is also Post-acq the global leader in recycling of aluminium cans. The company Replacement value of Novelis stands at approx operates in 11 countries and has 12,500 employees. "We USD 12 bn would like to acquire 100 per cent of the company. According Hindalco would have required 10 years to build to Canadian law, if we get 66 per cent of the equity capital of such assets the company, we can automatically buy the remaining shares at Hindalco to be less exposed to LME price the same price," said Birla, adding, "There is no possibility of movement post-acq another bidder. In case a third party bids now, we will get $100 Novelis has reasonably predictable cash flows million as break-up fee." Novelis brings in high technology support, to synergise Hindalco operations Novelis enjoys blue Chip customers like To finance the deal, Hindalco will contribute $450 Coca Cola, Ford million from its treasury operations, while a closely held group company, Essel Mining & Industries, will invest 10 l Metalworld l February 2007.