Control Premium Study India 2021
Control Premium Study India 2021
Series 4 I 2021
A study of control
premium offered in
takeovers in India based
on public company
transactions during 2002
to June 2021
Published date: October 2021
Foreword
The third edition of Incwert’s India Control Premium Study, 2021 is an
update to the previous year’s study. The study analyses 19+ years (March
2002 to June 2021) of premium offered in takeovers in public transactions
which triggered open offer obligations on the acquirers.
A Control Premium is the additional consideration that an investor would
pay over a marketable minority equity value (i.e., current, publicly-traded
stock prices) to own a controlling interest in the common stock of a
company. In the case of India, the reference to base price was drawn based
on the offer price guidelines set in the SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011.
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25%
14%
Median Mean
2011-21
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Our expertise includes valuation for
financial reporting, tax & regulatory
About Authors
compliances and transaction support
Business valuation
Punit brings with him 17 years of experience in sell-side and buy-side advisory Purchase price allocation
across equity and fixed income. He has worked on several bespoke valuations Impairment testing
and lent research support to dozens of asset managers/investment
bankers/brokers/consulting firms across the globe.
Complex valuations which includes
In the fixed income segment, he worked as a fundamental analyst across the the following:
capital structure: leveraged loans, distressed debt, insolvency/bankruptcy
situations and high-yield asset classes. He has also helped sell-side & consulting
firms increase their market presence by coming up with thematic and white label Convertible
papers. securities
Contingent
He started his career as an analyst with Zacks Investment Research & then was a consideration
part of a UK based CLO manager’s research team. Then he moved on to set up
research practices for a couple of startups before moving onto become Global
Head of Research at one of the largest BPO/KPO globally and then finally co-
founded Incwert.
He won 40 under 40 Alternative Professionals Awards 2020 by AIWMI Cross-country
interest rate
Expected credit loss swaps
Sunit has an overall experience of over 15 years in valuation advisory, transaction (ECL)
advisory and M&A advisory.
As a valuation professional, Sunit has undertaken valuation of businesses for
transactions, fundraising, strategic decision making, and corporate restructuring.
He has also undertaken valuation of intangible assets, option valuation, litigation Embedded
support, private equity portfolio valuation and valuation for reporting purposes Financial derivatives
such as purchase price allocation and impairment test under IFRS and Indian Guarantee
GAAP. Contracts
In past he has worked with KPMG India (as Associate Director), BDO, Grant
Thornton, KPMG UK, and DBDBS a boutique M&A advisory firm.
Sunit has also been an active speaker on valuation at the National Institute of Forward
Finance Management (NIFM). agreements
Hybrid securities
Professor Divya Aggarwal holds a PhD in Finance from XLRI – Xavier School of
Management. She has completed The Fellow Programme in Management from
XLRI which is a full-time, residential doctoral programme. She is a Company
Secretary (the Institute of Company Secretaries of India) and has done her Loan portfolios
Bachelors in Finance & Investment Analysis from the Delhi University. Her Non-controlling
corporate work stints include working in corporate finance roles with Mckinsey interests
Knowledge Centre, KPMG, and investing banking roles with Avendus Capital.
Before embarking on an academic career, she was working as an AVP in the
financial planning team at SwissRe, a leading reinsurance firm.
In 2020 she got featured in the AIWMI list of “India’s top 100 women in finance Right of Use
2020” under the progressing category. She is a recipient of many awards and (ROUs)
scholarships including “Peter Drucker essay competition 2014”, “The Case
Swaps
Centre scholarship” and best paper awards at several national conferences.
Her research work has been published in international journals like the Journal of
Behavioural and Experimental Finance, Research in Economics and Qualitative
Research in Financial Markets. She has presented her research work in several
national conferences like Pan-IIM, ISDSI etc. along with international conferences Warrants
such as biannual meetings of SPUDM.
Commodities
Incwert focuses on rendering services in the area of valuations and financial research. As a leading valuation advisory firm in
India, it supports clients across life cycles (from early-stage to mature) on valuations concerning the transaction, tax and financial
reporting. Incwert is trusted by the clients for its incisive research which forms the basis of credible advice. The company also
offers offshore valuation support services which include setting up valuation models and report writing.
Incwert’s client footprint is across cities & metros in India and globally in the US, UK, Singapore and middle-east. Incwert has
offices in Delhi (NCR) and Mumbai, along with Kolkata and Surat where it has affiliate/network partners.
In India, Incwert is registered with The Insolvency and Bankruptcy Board of India as a Registered Valuer Entity.
Disclaimers
This publication has been carefully prepared for general information only and is not any kind of
investment advice/research report. Neither authors of this publication nor Incwert Advisory Private
Limited (“Incwert”) have any kind of conflict of interest with any company/firm/entity which has been
cited and have been used for the sole purpose of illustration.
The study has been written in general terms and is not intended to address the circumstances of any
particular individual or entity. Although we endeavour to provide accurate and timely information,
there can be no guarantee that such information is accurate as of the date it is received or that it will
continue to be accurate in the future. It should be seen as broad guidance only and does not
constitute professional advice. You should not act upon the information contained in this publication
without obtaining specific professional advice after a thorough examination of the particular situation.
Incwert expressly disclaims any liability, including incidental or consequential damages, arising from
the use of the publication or any errors or omissions that may be contained in the publication.
DATA SOURCES
For producing the analysis, we have extensively relied on data available as part of the Company
filings, SEBI, other publicly available information and proprietary database providers.
The information and data presented in the study have been obtained with the greatest of care from
sources believed to be reliable but is not guaranteed to be complete, accurate or timely.
Acknowledgements
CA Sunit Khandelwal (Author),
Director, Incwert Advisory Private Limited
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Our methodology - Overview
• We have analysed the details of takeover transactions available with the Securities and Exchange
Board of India (SEBI) for an extensive period of 19+ years from March 2002 until June of 2021,
covering offer-price related data of over 1,550 transactions.
• Public announcement or letter of offer was reviewed to understand the justification of offer price
by the acquirer for taking over the target company. Where the annualised trading turnover of the
target company’s shares traded during the twelve calendar months preceding the month of the
public announcement was 10 per cent or more, the details of 60-days VWAP or 26 Week H|L or 2
Weeks H|L (depending on the extant SAST Regulations) were disclosed.
• The implied control premium (i.e. [Offer price less Base price]/Base price) has been computed on
60-days VWAP or 26 Week H|L or 2 Weeks H|L as available.
• In the 1,550+ transactions that were analysed, 253 transactions disclose the 60-days VWAP,
451 transactions disclose the 26 Week H|L (i.e. the average of the weekly high and low of the
closing prices during 26 weeks prior to the public announcement) and 414 transactions disclose
2 Weeks H|L (i.e. average of the daily high and low prices during 2 weeks period preceding the
date of public announcement). The other transactions that do not disclose these details were
where the target company was not frequently trading. Also, in certain situations, only the 26 Week
H|L was reported where the stock did not trade during the last 2 weeks before the announcement.
• The implied control premium is nil for transactions where the offer price is equivalent to the base
price (60-days VWAP or 26 Week H|L or 2 Weeks H|L). As such, in our analysis, we have
presented both control premium on an aggregate level and after excluding transactions that
exhibit nil premium.
• 26 Week H|L or 2 Weeks H|L as available is considered as the base price for transactions prior to
November 2011 and after that 60-days VWAP is considered as the base price.
The volume-weighted average market price of such shares for a period of
60-days 60 trading days immediately preceding the date of public announcement as
VWAP traded on the stock exchange where the maximum volume of trading in the
equity share are recorded during such period
26 Week The average of the weekly high and low of the closing prices of the shares of
the Target on stock exchange during 26 weeks period preceding the date of
H|L public announcement
2 Weeks The average of the daily high and Low of the prices of the shares of the
Target on stock exchange during 2 weeks period preceding the date of
H|L public announcement
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Methodology – What SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations stipulate as Base price for
takeovers in India…..
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Methodology - Base price considered for computing the
Control Premium
• In our analysis, we have segregated the observable period into two parts – a) year 2002 to
October 2011 and b) November 2011 to June 2021
• Prior to November 2011, for target companies that were frequently traded, public announcement
or letter of offer disclosed both a) the average of the weekly high and low of the closing prices
during 26 weeks prior to the public announcement and b) average of the daily high and low prices
during 2 weeks period preceding the date of public announcement as a determiner of the offer
price.
• However, owing to several factors such as the growth of M&A activity in India as the preferred
mode of restructuring, the increasing sophistication of takeover market, the decade long
regulatory experience and various judicial pronouncements, it was felt necessary to review the
SAST Regulations 1997. Accordingly, SEBI in the SAST Regulations, 2011 modified the offer price
determiner to the volume-weighted average market price of shares for a period of sixty trading
days.
• Thus, from November 2011 to June 2021, the base price considered is 60-days VWAP.
2002
Takeover
Total no of transactions: 950+
Transactions with 26W L|H: 451 (~ 46% coverage)
Transactions with 2W L|H: 414 (~43% coverage)
2011
SAST updated 2021
Transaction till June
Total no of transactions: 600+
Transactions with 60D VWAP:
253 (~ 41% coverage)
~9.6 years
~9.8 years
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Summary of control premium on different price bases
# nos. of
Time relevant
Base price period transactions Mean Median
The volume-weighted average market price for a
period of 60 trading days immediately preceding the
date of PA 2011-21* 223 25% 14%
The average of the weekly High and Low of the closing
prices during 26 weeks period preceding the date of
PA 2002-11 437 42% 24%
The average of the daily high and Low of the prices
during 2 weeks period preceding the date of PA 2002-11 382 21% 10%
# nos. of
Time relevant
Base price period transactions Mean Median
The volume-weighted average market price for a
period of 60 trading days immediately preceding the
date of PA 2011-21* 253 22% 11%
The average of the weekly High and Low of the closing
prices for 26 weeks period preceding the date of PA 2002-11 451 41% 22%
The average of the daily high and Low of the prices for
2 weeks period preceding the date of PA 2002-11 414 19% 8%
• The average and the median control premium (excluding transactions exhibiting nil premium) for
the period 2011-21 is observed to be 25% and 14% based on 60-days VWAP as the base price.
During the period 2002-11, the average and the median control premium is observed to be 42%
and 24% based on 26 Weeks H|L as a base and 21% and 10% based on 2 Weeks H|L as the base
price.
• The transactions that display nil premium are the ones where price run-ups have resulted in
market price rising higher than the highest negotiated price or the 52 weeks VWAP price paid by
the acquirer, or the 26 weeks highest price offered by the acquirer. We also observe nil premium
in indirect acquisitions where offer price is set equivalent to the market price.
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Analysis by
industry
Summary of Control Premium by industry (at an
aggregate level)
Median premium
60%
50% 46%
40% 34%
30% 30% 28%
30% 26% 25% 27%
19% 21% 21%
17% 18% 16%
20% 12% 13%
10%
0%
Media
Textile
Mining & Metals
Others
Consumer & Retail
Industrial
Infrastructure
Chemicals
Telecom
Healthcare & life sciences
Automotive
Banking / Financial
Real estate
Technology
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Summary of Control Premium by industry (excluding
transactions exhibiting nil premium)
Median premium
60%
50% 46%
40% 34%
31% 30% 30% 28%
26% 27% 27%
30% 22% 21%
19% 19% 17%
20% 16%
12%
10%
0%
Media
Textile
Chemicals
Others
Consumer & Retail
Industrial
Infrastructure
Healthcare & life sciences
Telecom
Automotive
Real estate
Technology
Energy & Natural
resources
services
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Analysis by time
series
Time series analysis of median Control Premium (1/2)
40%
30%
30% 24% Mean of median premium = 17%
20% 20% 19%
20% 15% 16% 16% 16%
13% 16% 17%
12%
11% 11% 10% 11% 9% 10%
10%
0%
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
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Time series analysis of average Control Premium (2/2)
50% 44%
42% 42% Mean of average premium = 30% 41%
40% 36% 34%
32%
28% 27% 28% 27% 27%
30% 24% 23%
21% 22% 22%
20% 15% 15%
10%
0%
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
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Premium through the time series
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Distribution
analysis of
control premium
Control Premium is positively skewed with 75% to 90%
of the sample exhibiting premium less than 50%
35%
33%
30%
25% 24%
23%
% of sample transactions
20% 19%
15%
14%
13%13%
12%
10%
9%
10% 9%
8% 8%
8% 8% 8%
7% 7% 7%
7% 6%
5% 5%
5% 4% 4%
4% 4% 4%
3% 3%
2% 2% 2%
2% 2%
0%
0%
60-days VWAP 26W (weekly H|L) 2W (daily H|L)
Transactions exhibiting nil premium More than 0% to 5.0% 5.0% to 10.0% 10.0% to 15.0%
15.0% to 20.0% 20.0% to 25.0% 25.0% to 30.0% 30.0% to 35.0%
35.0% to 40.0% 40.0% to 45.0% 45.0% to 50.0% More than 50.0%
80%
70%
60%
50% MEDIAN
40%
30%
20%
10%
0%
upto 30.0%
upto 10.0%
upto 15.0%
upto 20.0%
upto 25.0%
upto 35.0%
upto 40.0%
upto 45.0%
upto 50.0%
Transactions exhibiting
nil premium
Control premium
60-days VWAP 26W (weekly H|L) 2W (daily H|L)
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Advisory Private Limited.
Analysis of
control premium
on different price
bases
Control Premium – 60day VWAP as base price
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Control Premium – 26Week H|L as base price
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Control Premium – 2Week H|L as base price
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Client footprint across India and outside
Ludhiana
Chandigarh
NCR
Varanasi
Ahmedabad
Kolkata
Singapore
Mumbai
United Kingdom
Pune
Goa
Bengaluru Chennai
Kanchipuram
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Reference | Incwert Publications
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© 2021 Incwert Advisory Private Limited, an Indian Private limited company having CIN
U74999HR2018PTC075916 All rights reserved. Incwert and the Incwert logo are
registered trademarks of Incwert Advisory Private Limited.
This publication has been carefully prepared only for general information and education purpose and is not a research report or any kind of investment advice. Neither authors
of this publication nor Incwert Advisory Private Limited have any kind of conflict of interest with any company/firm/entity which has been cited and have been used for the sole
purpose of illustration. It has been written in general terms and is not intended to address the circumstances of any particular individual or entity. Although we endeavour to
provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the
future. It should be seen as broad guidance only and does not constitute professional advice. You should not act upon the information contained in this publication without
obtaining specific professional advice after a thorough examination of the particular situation. No representation or warranty (express or implied) is given as to the accuracy or
completeness of the information contained in this proposal, and, to the extent permitted by law, Incwert Advisory Private Limited (“Incwert”), its members, employees and
agents accept no liability, and disclaim all responsibility, for the consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this
publication or for any decision based on it.
© 2021 Incwert Advisory Private Limited, an Indian Private limited company having CIN U74999HR2018PTC075916 All rights reserved. Incwert and the 24
Incwert logo are registered trademarks of Incwert Advisory Private Limited.