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Recent M & A/JV Deal –India & Japan
Japanese companies eye deals in India
Japanese firms are seeking acquisitions in India at a time when deals are taking longer to close and
the pipeline from developed markets is drying up.

Since December 2011, there has been a sharp increase in mergers and acquisitions (M&A) mandates
for Indian investment banks from Japanese firms scouting for targets in sectors such as specialty
chemicals, retail and consumer goods, healthcare and information technology, experts said.

“Every month we are looking at around four to five situations involving a diverse set of corporates
from Japan,” said Vikram Hosangady, head of transaction services, KPMG India. According to him,
the weaker Indian rupee and relatively cheaper valuations are making investments a compelling
opportunity for Japanese companies.

With multi-billion dollar deals originating from Europe and the US drying up, bankers are focusing on
small to mid size deals in the Rs. 200-500 crore range.

Hosangady said the strong interest from Japanese firms across sectors is part of their conscious
effort to increase exposure to emerging markets such as India.

“This is unlike the past where they seemed more opportunistic,” he said, adding that the interest is
more diverse but with a special emphasis on industrials, consumer goods and chemicals.

The appreciation of the yen in the last decade against the dollar and the depreciation of the rupee
against both in the last one year have made India an attractive market.

Mint’s Deepti Chaudhary says there has been a sharp increase in interest from Japanese firms
looking to buy stakes in Indian firms, with a weaker rupee and a stronger yen making local firms
more attractive.

“Japan is the second most acquisitive nation after the US,” said Munesh Khanna, senior partner,
Grant Thornton India, a consultancy firm. “Their interest costs are minimal and Japanese companies
are cash-rich. What is also visible to them is that India has growth.”

In January 2012, electrical and electronic manufacturer Mitsubishi Electric Corp. acquired Pune-
based Messung Group, a manufacturer of programmable logic controllers and human machine
interfaces, for an undisclosed sum. Other prominent recent deals include Kokuyo Co. Ltd’s
acquisition of a majority stake in Camlin Ltd and the formation of joint venture; Sumitomo Corp.’s
acquisition of a 4.65% stake in Chennai-based VA Tech Wabag Ltd, a water-management company;
and SBS Group’s acquisition of Bangalore-based Atlas Logistics Pvt. Ltd for an undisclosed amount.

“With the Japanese GDP being stagnant for almost a decade, they are now looking at opportunities
in developing markets,” said Sourav Mallik, senior executive director and head of M&A, Kotak
Mahindra Capital Co., which is working on at least half a dozen transactions involving Japanese firms
in retail/consumer, industrials and industrial components, pharma and healthcare and logistics
sectors.
Many Japanese firms also want to have sources of production closer to overseas plants so that the
supply chain is not disrupted, as it has been after the tsunami in that country and floods in Thailand
last year. That has led to strong Japanese interest in Indian auto component makers.

“After the floods in Thailand, which is a large auto component base, Japanese auto companies are
looking to diversify component supply chains and India is of interest to them. India, with its large
auto ancillary industry, quality standards and cost advantage is attractive for them,” said Sailesh Rao,
partner, transaction advisory services, Ernst and Young.

There has also been a change in how the managements of Japanese companies perceive Indian firms
as they shift their focus from developed markets. They see diversification of country exposure and
having alternative manufacturing bases as key to lowering risk.

Also, while Japanese businesses continue to generate cash, there are minimal investment acquisition
opportunities on the home front.

With the cost of capital abysmally low (as little as 0.1%), it has become more viable for Japanese
investors to buy assets in India, said Preet Mohan Singh, executive director and head, industrials
group, at Avendus Capital. Avendus is working on three-four deals in the India-Japan corridor and
expects to complete them this year.

Investment bankers said however that delays in the decision-making process still mean that both
private equity and M&A deals take longer to conclude. Corporate governance and high valuations
are other concerns that are common across all deals, they said.

Mitsubishi may establish joint venture with L&T Shipbuilding
Mitsubishi Heavy Engineering (MHI) will look at establishing a joint venture with Larsen and Toubro
Shipbuilding Ltd to set up its first overseas base outside Japan.

In an email response to ET-Economic Times , Mitsubishi said that the company does not have a
concrete plan on a joint venture establishment yet, but will look carefully at the improvement of
L&T's capability and delivery time in addition to a favourable governmental policy to support Indian
shipyards.

Tide Water may form joint-venture with JX Nippon
Lubricants maker Tide Water Oil Co. Wednesday said it can consider the possibility of forming a
joint-venture with Japan's JX Nippon Oil and Energy Corporation-keen to expand its business in India.

Kolkata-based Tide Water, a part of the Andrew Yule group, already has a technical collaboration
with JX Nippon, Japan's top oil refiner.

"Nippon has shown intent to expand their business in India and we are actively discussing the matter
with them," Andrew Yule chairman Kallol Dutta told reporters here.

Dutta said joint-venture route is one of the possible structures that the two companies could look
for.
Tide Water Oil executive director R.N. Ghosal said: "We are the franchisee of Nippon in India and we
market Eneos brand on their behalf. We also have a technical collaboration with them. With the
Indian market opening up, they are looking to expand their lubricant business in India. We are
hoping to take a decision on this by the end of 2013."

The company, which acquired Veedol International Limited from BP Plc this year, has established a
wholly-owned subsidiary in Dubai to serve the Middle East and North Africa regions

Japanese company ties up with Kirloskars for hospitals
Secom Medical Systems, which operates 5,500 hospital beds across 18 hospitals in Japan, is joining
hands with Vikram and Geetanjali Kirloskar to set up a super specialty, 300-bed hospital in Bangalore
at an investment of Rs 200 crore.

While the Kirloskars hold a 50% stake in the joint venture-christened Takshasila Healthcare and
Research Services-the remaining stake is split between the $70-billion Secom Group and Toyota
Tsusho Corporation, the trading arm of Japanese auto giant Toyota. Vikram Kirloskar is an equity
partner in several Toyota ventures in India, including the car maker, Toyota Kirloskar Motor.

Tatsuro Fuse, president and CEO of Secom Medical Systems, who was in Bangalore on Tuesday to
sign the joint venture agreement and who spoke exclusively to TOI, said, "We are looking at
operating 20,000 hospital beds in India over the next 10 years." Secom will manage the Bangalore
hospital and its director Toshimasa Yashima will be the MD of Takshasila Healthcare. Geetanjali
Kirloskar, director in Kirloskar Systems, will be the chairperson. "The hospital will be completed by
the end of this year and will become operational in April next year," said Vikram Kirloskar. Geetanjali
Kirloskar said the company's initial focus would be on south and west India. The next two hospitals
could be a second facility in Bangalore located towards the international airport and a hospital in
Pune.

Suntory forms JV with Narang Group subsidiary to enter India's
non-alcoholic beverage market June 2012
BANGALORE: Japanese conglomerate Suntory, known for its whiskies and beers, has picked up
majority stake in a subsidiary of Mumbai-based Narang Group to enter India's non-alcoholic
beverage market.

Suntory Beverage and Food Asia, which manages the M&A strategy and administration of group
companies of the ¥1,802.8-billion (approx Rs 1.3 lakh crore) Suntory Holdings in Southeast Asia, has
bought 51% stake in Narang Connect.

The joint venture (Narang Connect is rechristened Suntory Narang) is focused on premium, healthy,
coffee-based and carbonated beverages," Rahul Narang, founder and chairman of Narang Group,
said.

This is the group's second joint venture with a multinational, having partnered French giant Danone
for Qua and B'lue water in 2010.

"In the next 3-5 years we will be a major player in India, right under Coca-Cola and PepsiCo, and the
largest players in the premium beverage segment," Narang said.
He did not divulge the valuation of Narang Connect, which provides coffee solutions for the Horeca
segment and markets Lindt chocolates, Illy Coffee and in-house brand Karma coffee in India.

Established in 1899, Tokyo-based Suntory is one of the oldest liquor firms in Japan. In India, it began
marketing Hibiki blended whisky and Yamazaki single malt last year through a tieup with Radico
Khaitan.

Suntory also makes brands such as Oolong tea, Boss coffee, recently-launched Espressoda and zero-
calorie drink Pepsi Nex, which was created as part of its three-decade-old partnership with PepsiCo.

Narang said the venture will launch low sugar or vitamin-infused drinks priced around Rs 30-35 for a
330 ml bottle.

"We would look at creating localised products, which is where Suntory's research and development
and manufacturing expertise will come into play," he added.

Suntory Narang has begun locally manufacturing citrus-soda Orangina through third parties and will
roll it out across markets by October. Brands CC Lemon and Boss coffee will be launched after that.

Independent manufacturing was not on the immediate horizon, but the company did not rule out
extensions into food categories in the future. Narang has been named the executive chairman of the
firm. Avik Sanyal has been internally promoted within Narang Group to the post of COO of the JV,
which is targeting sales of 700 million Japanese yen, or about Rs 50 crore, in the first year of
operation.

Narang Group has a distribution network covering around 1.5 lakh points of sale across India, Narang
said. Having entered the beverage segment by distributing premium bottled water Evian and energy
drink Red Bull in 2003, Narang struck a joint venture with Danone in July 2010.

Analysts say there is significant room for growth as the Indian packaged beverages market.
"Although there is intense competition in the beverage segment in terms of retail and advertising,
the Indian per capita consumption of branded drinks is still very low," Devangshu Dutta, chief
executive at consumer goods and retail consultancy Third Eyesight, said.

The total value sales of packaged soft drinks (including on-trade and off-trade) was Rs 35,150 crore
in 2011, up 21.4% from 2010, market research firm Euromonitor International said. It added that
value sales will increase 19.5% a year to reach Rs 85,500 crore by 2016.

Narang has ruled out a conflict of interest between the two joint ventures. While Danone is focused
on products in the still water segment, the Suntory JV will focus on the sparkling or carbonated
drinks segment.

Instead, he said there are synergies between the two ventures. "This deal gives us scale and we can
share support functions, logistics, warehousing and IT. This helps build the businesses for all and
joint benefits of costs, including for Danone," Narang said.
Bharti Softbank, Yahoo Japan form JV
Bharti Softbank, a joint venture between Bharti Enterprises and Sofbank Corp, today said it has
entered into a partnership with Yahoo Japan to develop a mobile Internet portal to offer service in
India.

The two companies will form a joint venture (JV) company BSY Pte Ltd for this purpose and its
operations in India will be headed by Madhu Nori (Head of Operations, Bharti Softbank), Bharti
Enterprises said in a statement.

While Bharti Softbank will support the JV to form the organisation and develop business, Yahoo
Japan will develop technology and provide know-how.

Kavin Bharti Mittal, head of strategy and new product development, BSB said, "BSY, which is BSB's
second venture, will be an important piece in our strategy to drive the uptake of mobile Internet and
data services."

Bharti Softbak (BSB) was launched in October 2011 to focus on mobile Internet in India.

"As the Indian mobile market moves towards data led services, rich content is an area that will offer
exciting growth prospects. We are looking forward to working with all mobile operators and
promote an open Internet culture on mobile," Nori said in the statement.

Yahoo! Japan is the No.1 Internet portal in Japan with over 84% of total Internet users and has the
largest user-base on mobile in Japan driven by its mobile Internet portal, Bharti Enterprises
statement said.

Japan MS&AD paying $530m for NY Life's India JV stake
Japan's MS&AD is acquiring New York Life's 26% stake in a joint venture with Max India for about
530 million, in another example of Japanese companies' growing appetite for overseas assets.

MS&AD Insurance Group, Japan's largest property-casualty insurer by revenue, is among the
industry's most aggressive in expanding in Asia through acquisitions, buying both life and non-life
assets to secure growth beyond its weak home market.

A year ago, it bought a 50% stake in Indonesia's PT Asuransi Jiwa Sinarmas for about 67 billion yen.

Now, one of its core units, Mitsui Sumitomo Insurance, has struck a deal for the stake in Max New
York Life, India's largest non-banking private insurance company, for Rs 27,300 crore, the Japanese
company said in a statement.

The 26% stake is the maximum allowed for foreign ownership in Indian life insurance companies.

The deal would represent a further withdrawal from Asia for New York Life, which recently sold
businesses in China, Thailand, South Korea and Hong Kong.

Under the deal, Mitsui Sumitomo will get two seats in the board of the joint venture, which will be
renamed Max Life Insurance, the Japanese company said.
The joint venture had gross insurance premiums of Rs 58,100 crore and pretax shareholder income
of Rs 19,400 crore for the year ended in March last year, Mitsui Sumitomo said.

Despite the large size of the Japanese economy there is little growth in its domestic market. That,
combined with low interest rates and a strong yen, has pushed Japanese companies to aggressively
buy up overseas assets.

Japan's outbound M&A activity has ramped up sharply over the past two years. In 2010 Japan's
outbound deals including debt totaled USD 38.3 billion, making it the eighth most active country for
overseas M&A, according to Thomson Reuters data.

In 2011 Japan became the third most active country with deals totaling USD 69.7 billion, an increase
of 82%. And so far this year Japan's outbound deals have totaled USD 18.1 billion, leaving it with a
No 3 ranking, behind the United States and Switzerland.

On Thursday, Japan's Nidec Corp, a leading maker of micro motors used in electronic devices, said it
will buy Italian industrial motor maker Ansaldo Sistemi Industrial SpA.

PAYING TOO MUCH?

Japan's insurers have been particularly aggressive in overseas acquisitions.

Tokio Marine, taking advantage of its financial firepower, has been bagging bigger and more
expensive deals in Europe and the United States, including a USD 2.7 billion acquisition of U.S.
insurer Delphi Financial Group .

Nippon Life last year said it would buy a 26% stake in India's Reliance Life Insurance for USD 680
million and in January also said it would purchase a stake in a fund management unit of Reliance
Capital Ltd .

And Meiji Yasuda Life Insurance Co, Japan's No 2 life insurer, said in January it wanted to do deals,
and was planning to acquire one or two overseas companies in emerging economies this year.

Some industry executives say many prospective deals are unattractive and too expensive. Cheap
borrowing and a strong currency make it easier for Japanese buyers to pay higher prices but there is
some concern about paying too much.

MS&AD was criticized for overpaying for Sinarmas and that has put pressure on the amount that
Japanese insurers are willing to spend, M&A bankers have said.

There are also concerns that huge losses from Thailand's flood damage coverage could have sapped
Japanese insurers' M&A war chests.

In February, MS&AD said it expects a net loss of 145 billion yen for the year ended in March, hurt by
more than 200 billion yen payment for Thai flood losses.

Citigroup Inc is advising MS&AD on the India deal, a source with knowledge of the deal said. A
spokesman for Citi declined to comment.

MS&AD shares ended down 1% in Tokyo on Thursday, underperforming a 0.7% gain in the
benchmark Nikkei average Max India shares were up 9.3% in late afternoon trade in Mumbai.
Fujitsu Ten Limited Forms Joint Venture Companies with UNO
Minda for Car Infotainment Products
Leading Japanese automobile component manufacturer FUJITSU TEN LIMITED and leading Indian
auto components manufacturer Uno Minda, NK Minda Group have agreed to establish new
manufacturing and sales joint venture companies in India for Car Infotainment(*1) products. The JV
agreement was signed today at Bangalore, Karnataka.

The automotive industry in India is one of the largest in the world and one of the fastest growing
globally. Considering that the number of new car sales in India exceeded 3 million in 2010, Indian car
market has launched itself into a real motorization era and further expansion can be expected at a
rapid pace. This JV is an attempt to tap into the growing segment of Car Infotainment products and
bring innovative products to Indian market. The JV's manufacturing facility will come up at Bawal,
Haryana. The JV plans to produce Car infotainment products such as CD Tuners, Display Audios,
AVNs (*2) and Speakers. The Production will start in October 2013.

On the occasion, Mr. Shigematsu, President of Fujitsu Ten said, "We are confident that this
partnership can leverage the fundamental strengths of both partner companies and that this JV will
offer strong products which makes Indian customers happy. With Uno Minda providing a strong
business base to FUJITSU TEN LIMITED's innovative and technically superior products, we aim to
bring the best of technologies to Indian market. We will meet the expectations of Indian customers
continuously through this JV."

Mr. Nirmal K Minda, CMD of N K Minda Group, said, "Uno Minda, NK Minda Group has maintained a
tradition of bringing the latest automotive technologies to India. We are delighted to partner with
FUJITSU TEN and are confident that this JV will create a very strong local production base to offer
market-leading, technology intensive Audio Infotainment System to Indian OEMs(*3). This JV will
bring local design, product development and complete manufacturing for the very first time in India
for such products."

Gati to set up joint venture with Japan’s Kintetsu World Express
Secunderabad-based logistics company Gati Ltd on Monday signed an agreement with Kintetsu
World Express Inc. (KWE) to set up a joint venture in which the Japanese company will invest Rs.
                                                    267.7 crore for a 30% stake.

                                                   Shift in progress: Gati CEO Mahendra Agarwal
                                                   says the express distri- bution and supply chain
                                                   business will be transferred to the new JV.

                                                   KWE, according to a media statement, is a Tokyo
                                                   Stock Exchange-listed company offering air and
                                                   ocean freight services with a presence in 32
                                                   countries. KPMG Corporate Finance was the
                                                   exclusive financial adviser to Gati and the
                                                   transaction will be completed in the next two
                                                   months.

                                                   “We will transfer our express distribution and
supply chain business to the new joint venture” in which Gati will hold a 70% stake and KWE the
rest, said Mahendra Agarwal, founder and chief executive officer of Gati. The business unit will
operate under the name Gati-Kintetsu Express. Agarwal said debt worth Rs. 330 crore will be
transferred to the new venture and the rest will be brought under the coastal shipping business. As
of 30 June, the company’s consolidated debt was Rs. 468.34 crore.

Agarwal said the funds raised from the KWE transaction will be used to reduce debt and the joint
venture will be consolidated in Gati’s financials. Gati Ltd will be the holding company and will control
the subsidiaries. “Besides, Gati will own land and properties across the country and manage the e-
commerce business, which is the road ahead,” Agarwal said.

The partnership will enable KWE to further expand and strengthen its global operations, with the
Indian market increasingly growing in size and importance, said Satoshi Ishizaki, chief executive
officer of KWE.

Gati dropped 9.99% to Rs. 41.90 on Monday on BSE. The benchmark Sensex rose 0.14% to close at
17,772.84 points.

The move is part of the company’s plan to restructure its business by creating three strategic
business units and introducing investors in each of these. The units include small parcel and
warehousing (express distribution and supply chain management), coastal shipping, and cold-chain
services.

“We are exploring the induction of a strategic investor in our coast-to-coast shipping business, too.
But there are no immediate plans to induct an investor in our cold-chain business,” Agarwal said.

On Friday, Mint reported that Gati was in talks with potential investors to sell a stake of up to 25%
and that it was likely to close the deal with an Asian investor. The report added that Gati was talking
to private equity investors as well.

Leading logistics companies such as Allcargo Logistics Ltd and Transport Corp. of India Ltd have been
separating their various businesses into discrete units.

For instance, Allcargo Logistics has created an umbrella brand called Avashya Group that will have
units for project logistics, warehousing, ship chartering and container freight stations.

Transport Corp. has created Group TCI as the holding company that runs business divisions including
surface transport, express distribution, warehousing, freight forwarding and coastal shipping.

“Most Indian logistics companies have invested significant focus and effort on creating a network
organically but often through buying top line inorganically. If this focus on top line has left
profitability eroded, it might be useful to find a partner with a desire for top line as deep as their
pockets,” said Gautami Seksaria, founder and partner, Supply Chain Leadership Council, an
organization of logistics professionals in India.

At least four mergers and acquisitions (M&A) deals were announced by Indian and Japanese
companies in January. Mitsubishi Electric Corp. acquired Pune-based Messung Group, a
manufacturer of programmable logic controllers and human machine interfaces, while Nippon Life
Insurance Co. purchased a 26% stake in Reliance Capital Asset Management Ltd, the mutual fund
arm of the Anil Ambani-controlled Reliance Group, for Rs. 1,450 crore.
According to Bloomberg, Japanese companies have been involved in 18 transactions in India valued
at $990.69 million in calendar year 2011. In shipping and logistics alone, there have been 12
investments, of which five transactions have been valued at a total of $115 million, according to
Venture Intelligence, a research service focused on PE and M&As.

The logistics sector has been seeing increased private equity interest in recent months. General
Atlantic Llc announced an investment of $104 million in Mumbai-based Fourcee Infrastructure
Equipments Pvt. Ltd on 9 January. India Equity Partners invested an undisclosed sum to acquire the
domestic road operations of freight and logistics company TNT Express in India on 5 January.

Warburg Pincus India Pvt. Ltd invested $100 million in Chennai-based logistics firm Continental
Warehousing Corp. Ltd on 11 April 2011, and Aegis Logistics Ltd raised Rs. 64 crore from Kaup
Capital’s Infrastructure India Holdings Fund Llc on 25 February 2011.

TCS and Mitsubishi Corporation to establish joint venture for IT
services
Tata Consultancy Services a leading global IT services and consulting firm, and Mitsubishi
Corporation, a global integrated business enterprise announced the establishment of an IT services
joint venture, Nippon TCS Solution Center Limited, strategically targeted at providing world class
information technology services to Japanese customers.

The new company will be capitalized at 350 million yen (approx. USD 4.5 million), of which TCS
Japanese entity Tata Consultancy Services Japan (hereinafter "TCSJ ), will provide 60 percent and
Mitsubishi Corporation 40 percent. The newly established company will be based in Tokyo.

The joint venture sees the establishment of TCS first nearshore delivery center in Japan. Joint
establishment of the nearshore delivery center is aimed at capitalizing on the synergies born of
Mitsubishi s domestic brand strength and local market expertise paired with the global expertise of
TCS global best practice and its Global Network Delivery Model (GNDM®), to meet the various needs
of Japanese companies through enhanced service offerings.

The collaboration comes against the backdrop of a strong yen, the globalization of supply chains and
a growing trend toward overseas mergers and acquisitions, all of which act as a catalyst for the
increasing globalization of Japanese companies,. This has brought heightened interest in the role of
"global IT services to link domestic and overseas operations. Establishment of the joint venture will
ensure customers experience certainty by providing the flexibility to effectively respond to global IT
needs through TCS GNDM®, while catering to interface needs through the nearshore delivery center.

The new company will provide a full suite of IT services, including IT infrastructure management,
system integration, application development, maintenance & operation services, engineering
services and business process outsourcing (BPO) services. The new company s sales functions will be
provided by TCS Japan.

N. Chandrasekaran, CEO TCS and Hideyuki Nabeshima, Senior Executive Vice President Mitsubishi
Corporation have been appointed non-executive directors of the new company in a move that will
see close coordination and participation by senior management from both sides in establishing
strategic direction. Mitsubishi Corporation and TCS have already started collaborating in a wide
range of areas. The two companies have entered into discussions for the establishment of an IT
support system, that utilizes TCS s know-how and network, for Mitsubishi Corporation s overseas
bases, and are implementing new employee training programs for Mitsubishi Corporation s Business
Services Division and for IT Frontier Co., Ltd., a Mitsubishi Corporation group company, at TCS s
training center (Trivandrum, India).

Mistubishi Electric Corp acquires Messung Group
Mitsubishi Electric Corporation has announced its acquisition of the Messung Group, a Pune-based
manufacturer of programmable logic controllers (PLCs) and human machine interfaces (HMIs), its
sales and distribution partner in India, for an unspecified amount.

The acquisition will allow Mitsubishi Electric to accelerate its industrial automation systems business
in India and strengthen local sales and solutions.

According to the statement issued here, the Messung Group will be merged with Mitsubishi Electric
India Pvt. Ltd, headquartered in Gurgaon. A business transfer agreement signed by Mitsubishi
Electric and the Messung Group last month, in December 2011, is expected to be completed by the
end of March 2012 to finalise the acquisition.

Operations of the consolidated business will commence in April. Messung was Mitsubishi's sales
partner for about 15 years.

The industrial automation market in India is expected to grow by more than 10% annually, driven by
increasing demand in the automotive, textile, pharmaceutical and food and beverage industries.

Mitsubishi Electric expects to leverage relationships that the Messung Group has built in these
industries by providing technical support and solutions to industrial automation equipment
manufacturers.

The Mitusbishi group recorded consolidated revenues of US $43.9 billion in the financial year ended
March 31, 2011.

SBS Holdings acquires Atlas Logistics
Japan-based SBS Group has acquired Bangalore-based Atlas Logistics for an undisclosed amount.

"The acquisition of Atlas Logistics...will expand our footprint, add depth and efficiency to our
network and offer convenience for our customers who are expanding globally," SBS Group Director
Akihiko Okamoto San said in a statement.

The director said that buying 80 per cent stake in the Banglore-based firm is part of the long-term
strategy of SBS Holdings to make an inroad in to Asian market.

"In the near future we hope to develop a strong hold in logistics business in India by providing know-
how on land transportation business, warehouse business and third-party logistic services," he said.

Atlas Logistics Chairman and Managing Director H R Venkatesh Rao said with this acquisition
substantial synergy would be created for both the firms resulting in faster growth of the combined
entity. "We will strengthen our shipping services globally," he said.

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Japanese companies eye deals in india

  • 1. Recent M & A/JV Deal –India & Japan Japanese companies eye deals in India Japanese firms are seeking acquisitions in India at a time when deals are taking longer to close and the pipeline from developed markets is drying up. Since December 2011, there has been a sharp increase in mergers and acquisitions (M&A) mandates for Indian investment banks from Japanese firms scouting for targets in sectors such as specialty chemicals, retail and consumer goods, healthcare and information technology, experts said. “Every month we are looking at around four to five situations involving a diverse set of corporates from Japan,” said Vikram Hosangady, head of transaction services, KPMG India. According to him, the weaker Indian rupee and relatively cheaper valuations are making investments a compelling opportunity for Japanese companies. With multi-billion dollar deals originating from Europe and the US drying up, bankers are focusing on small to mid size deals in the Rs. 200-500 crore range. Hosangady said the strong interest from Japanese firms across sectors is part of their conscious effort to increase exposure to emerging markets such as India. “This is unlike the past where they seemed more opportunistic,” he said, adding that the interest is more diverse but with a special emphasis on industrials, consumer goods and chemicals. The appreciation of the yen in the last decade against the dollar and the depreciation of the rupee against both in the last one year have made India an attractive market. Mint’s Deepti Chaudhary says there has been a sharp increase in interest from Japanese firms looking to buy stakes in Indian firms, with a weaker rupee and a stronger yen making local firms more attractive. “Japan is the second most acquisitive nation after the US,” said Munesh Khanna, senior partner, Grant Thornton India, a consultancy firm. “Their interest costs are minimal and Japanese companies are cash-rich. What is also visible to them is that India has growth.” In January 2012, electrical and electronic manufacturer Mitsubishi Electric Corp. acquired Pune- based Messung Group, a manufacturer of programmable logic controllers and human machine interfaces, for an undisclosed sum. Other prominent recent deals include Kokuyo Co. Ltd’s acquisition of a majority stake in Camlin Ltd and the formation of joint venture; Sumitomo Corp.’s acquisition of a 4.65% stake in Chennai-based VA Tech Wabag Ltd, a water-management company; and SBS Group’s acquisition of Bangalore-based Atlas Logistics Pvt. Ltd for an undisclosed amount. “With the Japanese GDP being stagnant for almost a decade, they are now looking at opportunities in developing markets,” said Sourav Mallik, senior executive director and head of M&A, Kotak Mahindra Capital Co., which is working on at least half a dozen transactions involving Japanese firms in retail/consumer, industrials and industrial components, pharma and healthcare and logistics sectors.
  • 2. Many Japanese firms also want to have sources of production closer to overseas plants so that the supply chain is not disrupted, as it has been after the tsunami in that country and floods in Thailand last year. That has led to strong Japanese interest in Indian auto component makers. “After the floods in Thailand, which is a large auto component base, Japanese auto companies are looking to diversify component supply chains and India is of interest to them. India, with its large auto ancillary industry, quality standards and cost advantage is attractive for them,” said Sailesh Rao, partner, transaction advisory services, Ernst and Young. There has also been a change in how the managements of Japanese companies perceive Indian firms as they shift their focus from developed markets. They see diversification of country exposure and having alternative manufacturing bases as key to lowering risk. Also, while Japanese businesses continue to generate cash, there are minimal investment acquisition opportunities on the home front. With the cost of capital abysmally low (as little as 0.1%), it has become more viable for Japanese investors to buy assets in India, said Preet Mohan Singh, executive director and head, industrials group, at Avendus Capital. Avendus is working on three-four deals in the India-Japan corridor and expects to complete them this year. Investment bankers said however that delays in the decision-making process still mean that both private equity and M&A deals take longer to conclude. Corporate governance and high valuations are other concerns that are common across all deals, they said. Mitsubishi may establish joint venture with L&T Shipbuilding Mitsubishi Heavy Engineering (MHI) will look at establishing a joint venture with Larsen and Toubro Shipbuilding Ltd to set up its first overseas base outside Japan. In an email response to ET-Economic Times , Mitsubishi said that the company does not have a concrete plan on a joint venture establishment yet, but will look carefully at the improvement of L&T's capability and delivery time in addition to a favourable governmental policy to support Indian shipyards. Tide Water may form joint-venture with JX Nippon Lubricants maker Tide Water Oil Co. Wednesday said it can consider the possibility of forming a joint-venture with Japan's JX Nippon Oil and Energy Corporation-keen to expand its business in India. Kolkata-based Tide Water, a part of the Andrew Yule group, already has a technical collaboration with JX Nippon, Japan's top oil refiner. "Nippon has shown intent to expand their business in India and we are actively discussing the matter with them," Andrew Yule chairman Kallol Dutta told reporters here. Dutta said joint-venture route is one of the possible structures that the two companies could look for.
  • 3. Tide Water Oil executive director R.N. Ghosal said: "We are the franchisee of Nippon in India and we market Eneos brand on their behalf. We also have a technical collaboration with them. With the Indian market opening up, they are looking to expand their lubricant business in India. We are hoping to take a decision on this by the end of 2013." The company, which acquired Veedol International Limited from BP Plc this year, has established a wholly-owned subsidiary in Dubai to serve the Middle East and North Africa regions Japanese company ties up with Kirloskars for hospitals Secom Medical Systems, which operates 5,500 hospital beds across 18 hospitals in Japan, is joining hands with Vikram and Geetanjali Kirloskar to set up a super specialty, 300-bed hospital in Bangalore at an investment of Rs 200 crore. While the Kirloskars hold a 50% stake in the joint venture-christened Takshasila Healthcare and Research Services-the remaining stake is split between the $70-billion Secom Group and Toyota Tsusho Corporation, the trading arm of Japanese auto giant Toyota. Vikram Kirloskar is an equity partner in several Toyota ventures in India, including the car maker, Toyota Kirloskar Motor. Tatsuro Fuse, president and CEO of Secom Medical Systems, who was in Bangalore on Tuesday to sign the joint venture agreement and who spoke exclusively to TOI, said, "We are looking at operating 20,000 hospital beds in India over the next 10 years." Secom will manage the Bangalore hospital and its director Toshimasa Yashima will be the MD of Takshasila Healthcare. Geetanjali Kirloskar, director in Kirloskar Systems, will be the chairperson. "The hospital will be completed by the end of this year and will become operational in April next year," said Vikram Kirloskar. Geetanjali Kirloskar said the company's initial focus would be on south and west India. The next two hospitals could be a second facility in Bangalore located towards the international airport and a hospital in Pune. Suntory forms JV with Narang Group subsidiary to enter India's non-alcoholic beverage market June 2012 BANGALORE: Japanese conglomerate Suntory, known for its whiskies and beers, has picked up majority stake in a subsidiary of Mumbai-based Narang Group to enter India's non-alcoholic beverage market. Suntory Beverage and Food Asia, which manages the M&A strategy and administration of group companies of the ¥1,802.8-billion (approx Rs 1.3 lakh crore) Suntory Holdings in Southeast Asia, has bought 51% stake in Narang Connect. The joint venture (Narang Connect is rechristened Suntory Narang) is focused on premium, healthy, coffee-based and carbonated beverages," Rahul Narang, founder and chairman of Narang Group, said. This is the group's second joint venture with a multinational, having partnered French giant Danone for Qua and B'lue water in 2010. "In the next 3-5 years we will be a major player in India, right under Coca-Cola and PepsiCo, and the largest players in the premium beverage segment," Narang said.
  • 4. He did not divulge the valuation of Narang Connect, which provides coffee solutions for the Horeca segment and markets Lindt chocolates, Illy Coffee and in-house brand Karma coffee in India. Established in 1899, Tokyo-based Suntory is one of the oldest liquor firms in Japan. In India, it began marketing Hibiki blended whisky and Yamazaki single malt last year through a tieup with Radico Khaitan. Suntory also makes brands such as Oolong tea, Boss coffee, recently-launched Espressoda and zero- calorie drink Pepsi Nex, which was created as part of its three-decade-old partnership with PepsiCo. Narang said the venture will launch low sugar or vitamin-infused drinks priced around Rs 30-35 for a 330 ml bottle. "We would look at creating localised products, which is where Suntory's research and development and manufacturing expertise will come into play," he added. Suntory Narang has begun locally manufacturing citrus-soda Orangina through third parties and will roll it out across markets by October. Brands CC Lemon and Boss coffee will be launched after that. Independent manufacturing was not on the immediate horizon, but the company did not rule out extensions into food categories in the future. Narang has been named the executive chairman of the firm. Avik Sanyal has been internally promoted within Narang Group to the post of COO of the JV, which is targeting sales of 700 million Japanese yen, or about Rs 50 crore, in the first year of operation. Narang Group has a distribution network covering around 1.5 lakh points of sale across India, Narang said. Having entered the beverage segment by distributing premium bottled water Evian and energy drink Red Bull in 2003, Narang struck a joint venture with Danone in July 2010. Analysts say there is significant room for growth as the Indian packaged beverages market. "Although there is intense competition in the beverage segment in terms of retail and advertising, the Indian per capita consumption of branded drinks is still very low," Devangshu Dutta, chief executive at consumer goods and retail consultancy Third Eyesight, said. The total value sales of packaged soft drinks (including on-trade and off-trade) was Rs 35,150 crore in 2011, up 21.4% from 2010, market research firm Euromonitor International said. It added that value sales will increase 19.5% a year to reach Rs 85,500 crore by 2016. Narang has ruled out a conflict of interest between the two joint ventures. While Danone is focused on products in the still water segment, the Suntory JV will focus on the sparkling or carbonated drinks segment. Instead, he said there are synergies between the two ventures. "This deal gives us scale and we can share support functions, logistics, warehousing and IT. This helps build the businesses for all and joint benefits of costs, including for Danone," Narang said.
  • 5. Bharti Softbank, Yahoo Japan form JV Bharti Softbank, a joint venture between Bharti Enterprises and Sofbank Corp, today said it has entered into a partnership with Yahoo Japan to develop a mobile Internet portal to offer service in India. The two companies will form a joint venture (JV) company BSY Pte Ltd for this purpose and its operations in India will be headed by Madhu Nori (Head of Operations, Bharti Softbank), Bharti Enterprises said in a statement. While Bharti Softbank will support the JV to form the organisation and develop business, Yahoo Japan will develop technology and provide know-how. Kavin Bharti Mittal, head of strategy and new product development, BSB said, "BSY, which is BSB's second venture, will be an important piece in our strategy to drive the uptake of mobile Internet and data services." Bharti Softbak (BSB) was launched in October 2011 to focus on mobile Internet in India. "As the Indian mobile market moves towards data led services, rich content is an area that will offer exciting growth prospects. We are looking forward to working with all mobile operators and promote an open Internet culture on mobile," Nori said in the statement. Yahoo! Japan is the No.1 Internet portal in Japan with over 84% of total Internet users and has the largest user-base on mobile in Japan driven by its mobile Internet portal, Bharti Enterprises statement said. Japan MS&AD paying $530m for NY Life's India JV stake Japan's MS&AD is acquiring New York Life's 26% stake in a joint venture with Max India for about 530 million, in another example of Japanese companies' growing appetite for overseas assets. MS&AD Insurance Group, Japan's largest property-casualty insurer by revenue, is among the industry's most aggressive in expanding in Asia through acquisitions, buying both life and non-life assets to secure growth beyond its weak home market. A year ago, it bought a 50% stake in Indonesia's PT Asuransi Jiwa Sinarmas for about 67 billion yen. Now, one of its core units, Mitsui Sumitomo Insurance, has struck a deal for the stake in Max New York Life, India's largest non-banking private insurance company, for Rs 27,300 crore, the Japanese company said in a statement. The 26% stake is the maximum allowed for foreign ownership in Indian life insurance companies. The deal would represent a further withdrawal from Asia for New York Life, which recently sold businesses in China, Thailand, South Korea and Hong Kong. Under the deal, Mitsui Sumitomo will get two seats in the board of the joint venture, which will be renamed Max Life Insurance, the Japanese company said.
  • 6. The joint venture had gross insurance premiums of Rs 58,100 crore and pretax shareholder income of Rs 19,400 crore for the year ended in March last year, Mitsui Sumitomo said. Despite the large size of the Japanese economy there is little growth in its domestic market. That, combined with low interest rates and a strong yen, has pushed Japanese companies to aggressively buy up overseas assets. Japan's outbound M&A activity has ramped up sharply over the past two years. In 2010 Japan's outbound deals including debt totaled USD 38.3 billion, making it the eighth most active country for overseas M&A, according to Thomson Reuters data. In 2011 Japan became the third most active country with deals totaling USD 69.7 billion, an increase of 82%. And so far this year Japan's outbound deals have totaled USD 18.1 billion, leaving it with a No 3 ranking, behind the United States and Switzerland. On Thursday, Japan's Nidec Corp, a leading maker of micro motors used in electronic devices, said it will buy Italian industrial motor maker Ansaldo Sistemi Industrial SpA. PAYING TOO MUCH? Japan's insurers have been particularly aggressive in overseas acquisitions. Tokio Marine, taking advantage of its financial firepower, has been bagging bigger and more expensive deals in Europe and the United States, including a USD 2.7 billion acquisition of U.S. insurer Delphi Financial Group . Nippon Life last year said it would buy a 26% stake in India's Reliance Life Insurance for USD 680 million and in January also said it would purchase a stake in a fund management unit of Reliance Capital Ltd . And Meiji Yasuda Life Insurance Co, Japan's No 2 life insurer, said in January it wanted to do deals, and was planning to acquire one or two overseas companies in emerging economies this year. Some industry executives say many prospective deals are unattractive and too expensive. Cheap borrowing and a strong currency make it easier for Japanese buyers to pay higher prices but there is some concern about paying too much. MS&AD was criticized for overpaying for Sinarmas and that has put pressure on the amount that Japanese insurers are willing to spend, M&A bankers have said. There are also concerns that huge losses from Thailand's flood damage coverage could have sapped Japanese insurers' M&A war chests. In February, MS&AD said it expects a net loss of 145 billion yen for the year ended in March, hurt by more than 200 billion yen payment for Thai flood losses. Citigroup Inc is advising MS&AD on the India deal, a source with knowledge of the deal said. A spokesman for Citi declined to comment. MS&AD shares ended down 1% in Tokyo on Thursday, underperforming a 0.7% gain in the benchmark Nikkei average Max India shares were up 9.3% in late afternoon trade in Mumbai.
  • 7. Fujitsu Ten Limited Forms Joint Venture Companies with UNO Minda for Car Infotainment Products Leading Japanese automobile component manufacturer FUJITSU TEN LIMITED and leading Indian auto components manufacturer Uno Minda, NK Minda Group have agreed to establish new manufacturing and sales joint venture companies in India for Car Infotainment(*1) products. The JV agreement was signed today at Bangalore, Karnataka. The automotive industry in India is one of the largest in the world and one of the fastest growing globally. Considering that the number of new car sales in India exceeded 3 million in 2010, Indian car market has launched itself into a real motorization era and further expansion can be expected at a rapid pace. This JV is an attempt to tap into the growing segment of Car Infotainment products and bring innovative products to Indian market. The JV's manufacturing facility will come up at Bawal, Haryana. The JV plans to produce Car infotainment products such as CD Tuners, Display Audios, AVNs (*2) and Speakers. The Production will start in October 2013. On the occasion, Mr. Shigematsu, President of Fujitsu Ten said, "We are confident that this partnership can leverage the fundamental strengths of both partner companies and that this JV will offer strong products which makes Indian customers happy. With Uno Minda providing a strong business base to FUJITSU TEN LIMITED's innovative and technically superior products, we aim to bring the best of technologies to Indian market. We will meet the expectations of Indian customers continuously through this JV." Mr. Nirmal K Minda, CMD of N K Minda Group, said, "Uno Minda, NK Minda Group has maintained a tradition of bringing the latest automotive technologies to India. We are delighted to partner with FUJITSU TEN and are confident that this JV will create a very strong local production base to offer market-leading, technology intensive Audio Infotainment System to Indian OEMs(*3). This JV will bring local design, product development and complete manufacturing for the very first time in India for such products." Gati to set up joint venture with Japan’s Kintetsu World Express Secunderabad-based logistics company Gati Ltd on Monday signed an agreement with Kintetsu World Express Inc. (KWE) to set up a joint venture in which the Japanese company will invest Rs. 267.7 crore for a 30% stake. Shift in progress: Gati CEO Mahendra Agarwal says the express distri- bution and supply chain business will be transferred to the new JV. KWE, according to a media statement, is a Tokyo Stock Exchange-listed company offering air and ocean freight services with a presence in 32 countries. KPMG Corporate Finance was the exclusive financial adviser to Gati and the transaction will be completed in the next two months. “We will transfer our express distribution and supply chain business to the new joint venture” in which Gati will hold a 70% stake and KWE the
  • 8. rest, said Mahendra Agarwal, founder and chief executive officer of Gati. The business unit will operate under the name Gati-Kintetsu Express. Agarwal said debt worth Rs. 330 crore will be transferred to the new venture and the rest will be brought under the coastal shipping business. As of 30 June, the company’s consolidated debt was Rs. 468.34 crore. Agarwal said the funds raised from the KWE transaction will be used to reduce debt and the joint venture will be consolidated in Gati’s financials. Gati Ltd will be the holding company and will control the subsidiaries. “Besides, Gati will own land and properties across the country and manage the e- commerce business, which is the road ahead,” Agarwal said. The partnership will enable KWE to further expand and strengthen its global operations, with the Indian market increasingly growing in size and importance, said Satoshi Ishizaki, chief executive officer of KWE. Gati dropped 9.99% to Rs. 41.90 on Monday on BSE. The benchmark Sensex rose 0.14% to close at 17,772.84 points. The move is part of the company’s plan to restructure its business by creating three strategic business units and introducing investors in each of these. The units include small parcel and warehousing (express distribution and supply chain management), coastal shipping, and cold-chain services. “We are exploring the induction of a strategic investor in our coast-to-coast shipping business, too. But there are no immediate plans to induct an investor in our cold-chain business,” Agarwal said. On Friday, Mint reported that Gati was in talks with potential investors to sell a stake of up to 25% and that it was likely to close the deal with an Asian investor. The report added that Gati was talking to private equity investors as well. Leading logistics companies such as Allcargo Logistics Ltd and Transport Corp. of India Ltd have been separating their various businesses into discrete units. For instance, Allcargo Logistics has created an umbrella brand called Avashya Group that will have units for project logistics, warehousing, ship chartering and container freight stations. Transport Corp. has created Group TCI as the holding company that runs business divisions including surface transport, express distribution, warehousing, freight forwarding and coastal shipping. “Most Indian logistics companies have invested significant focus and effort on creating a network organically but often through buying top line inorganically. If this focus on top line has left profitability eroded, it might be useful to find a partner with a desire for top line as deep as their pockets,” said Gautami Seksaria, founder and partner, Supply Chain Leadership Council, an organization of logistics professionals in India. At least four mergers and acquisitions (M&A) deals were announced by Indian and Japanese companies in January. Mitsubishi Electric Corp. acquired Pune-based Messung Group, a manufacturer of programmable logic controllers and human machine interfaces, while Nippon Life Insurance Co. purchased a 26% stake in Reliance Capital Asset Management Ltd, the mutual fund arm of the Anil Ambani-controlled Reliance Group, for Rs. 1,450 crore.
  • 9. According to Bloomberg, Japanese companies have been involved in 18 transactions in India valued at $990.69 million in calendar year 2011. In shipping and logistics alone, there have been 12 investments, of which five transactions have been valued at a total of $115 million, according to Venture Intelligence, a research service focused on PE and M&As. The logistics sector has been seeing increased private equity interest in recent months. General Atlantic Llc announced an investment of $104 million in Mumbai-based Fourcee Infrastructure Equipments Pvt. Ltd on 9 January. India Equity Partners invested an undisclosed sum to acquire the domestic road operations of freight and logistics company TNT Express in India on 5 January. Warburg Pincus India Pvt. Ltd invested $100 million in Chennai-based logistics firm Continental Warehousing Corp. Ltd on 11 April 2011, and Aegis Logistics Ltd raised Rs. 64 crore from Kaup Capital’s Infrastructure India Holdings Fund Llc on 25 February 2011. TCS and Mitsubishi Corporation to establish joint venture for IT services Tata Consultancy Services a leading global IT services and consulting firm, and Mitsubishi Corporation, a global integrated business enterprise announced the establishment of an IT services joint venture, Nippon TCS Solution Center Limited, strategically targeted at providing world class information technology services to Japanese customers. The new company will be capitalized at 350 million yen (approx. USD 4.5 million), of which TCS Japanese entity Tata Consultancy Services Japan (hereinafter "TCSJ ), will provide 60 percent and Mitsubishi Corporation 40 percent. The newly established company will be based in Tokyo. The joint venture sees the establishment of TCS first nearshore delivery center in Japan. Joint establishment of the nearshore delivery center is aimed at capitalizing on the synergies born of Mitsubishi s domestic brand strength and local market expertise paired with the global expertise of TCS global best practice and its Global Network Delivery Model (GNDM®), to meet the various needs of Japanese companies through enhanced service offerings. The collaboration comes against the backdrop of a strong yen, the globalization of supply chains and a growing trend toward overseas mergers and acquisitions, all of which act as a catalyst for the increasing globalization of Japanese companies,. This has brought heightened interest in the role of "global IT services to link domestic and overseas operations. Establishment of the joint venture will ensure customers experience certainty by providing the flexibility to effectively respond to global IT needs through TCS GNDM®, while catering to interface needs through the nearshore delivery center. The new company will provide a full suite of IT services, including IT infrastructure management, system integration, application development, maintenance & operation services, engineering services and business process outsourcing (BPO) services. The new company s sales functions will be provided by TCS Japan. N. Chandrasekaran, CEO TCS and Hideyuki Nabeshima, Senior Executive Vice President Mitsubishi Corporation have been appointed non-executive directors of the new company in a move that will see close coordination and participation by senior management from both sides in establishing strategic direction. Mitsubishi Corporation and TCS have already started collaborating in a wide range of areas. The two companies have entered into discussions for the establishment of an IT support system, that utilizes TCS s know-how and network, for Mitsubishi Corporation s overseas
  • 10. bases, and are implementing new employee training programs for Mitsubishi Corporation s Business Services Division and for IT Frontier Co., Ltd., a Mitsubishi Corporation group company, at TCS s training center (Trivandrum, India). Mistubishi Electric Corp acquires Messung Group Mitsubishi Electric Corporation has announced its acquisition of the Messung Group, a Pune-based manufacturer of programmable logic controllers (PLCs) and human machine interfaces (HMIs), its sales and distribution partner in India, for an unspecified amount. The acquisition will allow Mitsubishi Electric to accelerate its industrial automation systems business in India and strengthen local sales and solutions. According to the statement issued here, the Messung Group will be merged with Mitsubishi Electric India Pvt. Ltd, headquartered in Gurgaon. A business transfer agreement signed by Mitsubishi Electric and the Messung Group last month, in December 2011, is expected to be completed by the end of March 2012 to finalise the acquisition. Operations of the consolidated business will commence in April. Messung was Mitsubishi's sales partner for about 15 years. The industrial automation market in India is expected to grow by more than 10% annually, driven by increasing demand in the automotive, textile, pharmaceutical and food and beverage industries. Mitsubishi Electric expects to leverage relationships that the Messung Group has built in these industries by providing technical support and solutions to industrial automation equipment manufacturers. The Mitusbishi group recorded consolidated revenues of US $43.9 billion in the financial year ended March 31, 2011. SBS Holdings acquires Atlas Logistics Japan-based SBS Group has acquired Bangalore-based Atlas Logistics for an undisclosed amount. "The acquisition of Atlas Logistics...will expand our footprint, add depth and efficiency to our network and offer convenience for our customers who are expanding globally," SBS Group Director Akihiko Okamoto San said in a statement. The director said that buying 80 per cent stake in the Banglore-based firm is part of the long-term strategy of SBS Holdings to make an inroad in to Asian market. "In the near future we hope to develop a strong hold in logistics business in India by providing know- how on land transportation business, warehouse business and third-party logistic services," he said. Atlas Logistics Chairman and Managing Director H R Venkatesh Rao said with this acquisition substantial synergy would be created for both the firms resulting in faster growth of the combined entity. "We will strengthen our shipping services globally," he said.