As a former investor in Amrit Banaspati, I still track the edible oil sector occasionally, and remembered the Amrit Group with fondness due to the wealth they have created post the family demerger into three companies(Amrit Corp/Amrit Banaspati & ABC Paper-the last one is owned by a different branch of the family). The promoters of Amrit Corp and Amrit Banaspati did seem focused on their edible oil and dairy businesses respectively. Imagine my surprise then, when I read the announcement of Bunge(the same Bunge of the global agribusiness giant ABCD but I digress). In that, Bunge purchased the edible oil business as follows in two connected transactions, which closed in Feb12
- Edible Oil plant/brands from Amrit Corp for Rs 220 crores cash, and assuming the debt of Rs 40 crores and letting them keep Rs 25crores cash=>Rs 285 crores deal value in all. Structured as a slump sale under tax laws, leading to a profit of Rs 231 crores for tax purposes over book value
- Purchasing a brand from Amrit Banaspati for Rs 104 crores. Structured as a straight assignment
The share price did shoot up, but way below the implied deal values. I decided to understand why, and delved into the transaction details and post deal balance sheets, resulting in the table below for which I
- factored a tax rate of 20% for both transactions
- Did not assign a value to residual fixed assets/business assuming them to be loss leaders. That assumption seems fair since Bunge would have purchased the core of the business anyway.
- Did not do simultaneous equation for Amrit Corp's 23% stake in Amrit Banaspati, instead just took the value at mcap without holding company discount.
The above upside would come only
- IF the promoters can return the cash(unlikely since they own 70% and would prefer to take it out in other means rather than incur 19% dividend distribution tax) OR
- If they can grow the money at an ROE exceeding the opportunity cost of shareholders(WACC)
Both options seem unlikely, and for such a slim margin, buying into these companies does not seem worth it. Another classic example of a cash trap/value trap and holding company discount.
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