Department of Business and Management Chair of Corporate and Investment Banking The Bancassurance Model: Analysis of the Intesa – Generali case SUPERVISOR CANDIDATE Prof. Luigi De Vecchi Andrea Di Dio 671191 CO-SUPERVISOR Prof. Alfio Torrisi Academic Year 2016 / 2017 Table of contents Introduction………………………………………………………………………………..3 Chapter 1 – Mergers and Acquisitions 1.1 Definition and rationale behind M&As…………………………………………………5 1.2 Hostile takeovers…...…………………………………………………………………...9 1.3 The agency motive…………..………………………………………………………...15 Chapter 2 – The Bancassurance Model 2.1 The model……………………………………………………………………………...17 2.2 Regulation and structure……………………………………………………………….18 2.3 Distribution…………………………………………………………………………….22 2.4 Empirical analysis 2.4.1 Economies of scale, scope and profitability…………………………………25 2.4.2 Governance and geographic diversification…………………………………29 2.4.3 Risk and returns……………………………………………………………...33 Chapter 3 – Intesa Sanpaolo - Assicurazioni Generali 3.1 The acquirer: Intesa Sanpaolo…………………………..……………………………..38 3.2 The target: Assicurazioni Generali……………………………..……………………...41 3.3 Facts……………………………………………………………..……………………..43 3.4 Scenarios and other possible defensive strategies……………………………..………45 3.5 Rationale of the deal……………………………………………………………..…….47 3.6 Would the bancassurance model have worked?.............................................................49 3.7 The withdrawal…………..…………………………………………………………….55 Conclusions………………………………...……………………………………………..57 References………………………………...………………………………………………59 2 Introduction At the beginning of 2017, in Italy, there was an attempt to merge two giants of their own respective sectors, the banking and the insurance ones. The subjects involved were respectively Banca Intesa Sanpaolo and Assicurazioni Generali, where the first was interested in acquiring the second. This fact made me think about how can two different sectors like these come together into a unique entity. The first chapter of this thesis is about mergers and acquisitions in general. I start by describing what they are and the possible reasons behind a takeover. The main objective is to create value, and we will see how this can be done. Subsequently, I focused on hostile mergers and acquisitions, since the attempt of takeover considered here was likely to be a hostile one. In this part, I describe the process of a takeover and analyse the pros and cons of acquiring a target hostilely. The analysis also explores the main defensive tactics that a target can implement to avoid a hostile takeover. Moreover, I go through some of the most relevant agency problems that can interfere in the decision-making process of the top management. The second chapter is a description and analysis of the bancassurance model. It starts with a definition and introduction of the model, followed by the history of regulation in Europe and in the United States of America. I then go through the various types of structures that the bancassurance model can take: contractual agreement, joint venture, merger and acquisition. In the end, I also go through the distribution of insurance products, underlying the difference that exists between life and non-life insurance. Once the topic has been introduced, the next step is the empirical analysis of the model. In order to understand if it is a valuable and profitable model, I have read and brought to you the results of various academic researches and papers. The analysis is based on econometric models that try to understand the relationship between different variables and value creation in bancassurance mergers. The variables analysed include: economies of scale, economies of scope, profitability, governance and geographic diversification. I describe which variables affect value post-merger and to what extent, positively or negatively. The chapter concludes with an analysis of the possible risks and returns of a 3 bancassurance merger. From this, I can deduct if the bancassurance model is risky to be implemented and if there are possibilities of value extraction from a bancassurance merger. The third and last chapter focuses on the case Intesa Sanpaolo – Assicurazioni Generali. I start by describing the structure, activities and the history of the two companies involved. I then illustrate what happened and what could have been other possible scenarios of the deal. In addition, I discuss what other defensive options would have been available to Assicurazioni Generali to defend itself from a possible hostile takeover. At this point, it is important to understand the rationale of the deal, why was Intesa interested in acquiring Generali? How could the two companies fit together? Once the situation is clearly pictured, it is possible to match the results of the empirical analysis with the case. Here, I investigate if, from a theoretical point of view, the bancassurance model would have had the fundamentals to work successfully. I have taken all the statistically significant variables found in chapter two, and compared them with the case. Finally, I discuss the facts about the withdrawal and the possible reasons behind such decision, commenting Intesa’s last press release on the case. 4 Chapter 1 – Mergers and Acquisitions 1.1 Definition and rationale behind M&As First, we must define what do we mean by mergers and acquisitions, commonly called M&A transactions. The two terms are closely linked and for this reason are put together. As a matter of fact, both in case of a merger and that of an acquisition there is a buyer (acquirer) which purchases the stocks or assets of a seller (target). We can enclose this procedure under the umbrella term: takeover.1 Transactions can be: all-cash, stock for stock, or cash and stock. In the first case, the acquirer purchases the majority or totality of the target firm using only cash. This, opposed to the stock for stock transaction, is a taxable event. The equity value is simply the cash offer price per share times the target’s outstanding shares. In the second case, acquirer and target firm exchange their shares, based on the offer price per share divided by the acquirer’s share price. This ratio can be fixed or floating. The fixed exchange ratio sets the number of shares received by the acquirer and lets the offer price fluctuate with the acquirer’s share price. On the other hand, the floating exchange rate, sets the offer price and lets the number of shares fluctuate with the acquirer’s share price. At last, cash and stock transactions are a mix of the first two types of transactions. The target is paid with a fixed amount of cash plus a stock portion, which can be calculated with a fixed or floating exchange ratio.2 Damodaran (2008) classifies takeovers in five different ways. When a target firm ceases to exist, and becomes part of the acquiring firm, we call this a merger. Consolidation, instead, is when a new firm is created from the takeover and both parties receive stocks in the new firm. On the other hand, there are tender offers. These are when the acquirer communicates an offer price to the target’s stockholders, which usually leads to a hostile takeover. Still, target entity continues to exist as long as there are stockholders who refuse the tender offer. Acquirer can also perform an asset purchase, where the assets are transferred to the buyer and the target gets eventually liquidated. Finally, a buyout is when a 1 Berk J., De Marzo P., Corporate Finance (third edition) – ch. 28, p. 931, Pearson, 2014 2 Rosenbaum J., Pearl J., Investment banking: valuation, leveraged buyouts, and mergers & acquisitions – ch. 1, Wiley, 2009 5 group of investors acquire the target (usually through a tender offer) which then becomes a privately-owned business. Usually, buyouts tend to be made using a high portion of debt, which allows the buyer to leverage the transaction. These are called Leveraged Buyouts (LBOs); their objective is to repay debt through the future cash flows of the target. Now that we have understood what are we talking about, we must understand why a firm would want to pursue a takeover. The main scope, just as in any other project or investment, is value creation. It is in fact for this reason that, usually, target firms are paid at premium over their market price. This concept is called acquisition premium. In other words, the difference between the acquisition price and the market price of a target firm. Obviously, the acquirer believes that the value created from the takeover will be greater than the premium paid. It is estimated that, on average, out of all US deals between 1980 and 2005, the acquisition premium was 43% of the target’s premerger price.3 So, how is it possible to create value greater than the sum of the parts? The answer is synergy. Literally, it is when two or more entities work together for the same scope and produce a greater output than they would have produced by their own. We can further distinguish between operating and financial synergies. Speaking of operating synergies, Jensen and Ruback (1983) state that economies of scale bring about a potential saving in terms of production and distribution costs. In other words, a product has a fixed cost per unit, if the number of units produced increase, then this fixed per unit cost decreases and we obtain economies of scale. On the other hand, the clearest example of financial synergy is increased debt capacity. Once a merger is completed, the resulting cash flows and earnings become more predictable. Therefore, the new entity will find easier access to credit than the two separate entities.4 Nevertheless, Modigliani and Miller (1958) argue that the value of a firm is not affected by synergy or by its capital structure. Since the value of a company is, in theory, the sum of the NPVs (Net Present Values) of its projects and where the latter are calculated independently. Therefore, they conclude that a takeover does not affect the value of a firm. 3 Eckbo B. E., Handbook of Corporate Finance: Empirical Corporate Finance, Vol.