Acquiring a business - How not to do it (China Powerplus case)

Investors need to evaluate motives for a merger in order to asses whether the newly formed entity is likely to create long-term value or not. There are numerous questions concerning motives for any merger that need to be asked and answered when evaluating the new company. Among others, investors need to know if a merger makes sense and what are the chances of the new company making it in the tough world of capital markets.

On 15 January 2008, it was announced that JGL shall sell and Powerplus shall buy 50% of the fully paid ordinary shares of China Steel Australia held by JGL. Powerplus is currently in the process of acquiring 142,450,000 China Steel Australia shares from JGL, representing a 46.25% stake in China Steel Australia at the Consideration (RMB 155,302,000).
The payment can potentially increase another RMB 11,419,000 if the audited FY2008 consolidated net profit after tax of China Steel Singapore Pte Ltd is greater or equal to
RMB 48,000,000. Currently, China Steel is listed on the Australia Stock Exchange.

In my point of view, this is a lousy acquisition. Below are the reasons:

1) The net profit for FY2008 will surely exceed RMB48 million due to the non-recurring and non-cash financial income of the convertible loan it is holding on its accounting books. For FY2008, this will amount to RMB41.7 million. For evidence, please read up the prospectus of China Steel.

2) Powerplus have grossly overpaid for the acquisition. Please refer to my earlier posting on “What is synergy?”. I will demonstrate with some calculations why this is so.

Powerplus has paid RMB155.3 million for a 46.25% stake. This means the valuation of China Steel is RMB335.78 million. This figure excludes the “extras” that they will pay if the profit exceed RMB48 million. Let’s look at what is the amount of premium they have paid in this deal. After the listing in Australia, the total book value of China steel is expected to be AUD$7.813 million (RMB50.39 million). Powerplus has paid an astonishing high 6.6 times book value for a 46.25% stake. Whatever synergy and cost benefits that one can reap from such an acquisition disappears with such a high purchase price.

3) Chances are that in total, Powerplus will pay RMB166.7 million. Assume that the true earnings (without exceptional items) for FY2008 is RMB38 million. For that, Powerplus is able to claim RMB17.6 million by virtual of its shareholdings. This translates to a return of 10.5%. This kind of investment hardly inspires any confidence considering the ROE of Powerplus for FY2007 is 15.5%. If we take out the cash component, the adjusted ROE is an excellent 35.5%.

4) Shares in JGL is owned by Dr Lim Seck Yeow’s wife and son (Mdm Tan Geok Bee & Mr Hung Lim). Conflict of interest is present. Enough said.

5) Potential dilution of Powerplus’s stake as China Steel seek to raise funds for the new plant in year 2009.

6) Convertible loan agreement with an individual called Zhang Guangxia. He may get in the region of 130 million shares. Potential stake dilution.

The whole deal smacks of bootstrapping. When a company’s earnings increase as a result of the merger transaction and not due to the allegedly created economic benefit from the merger, this is called the bootstrapping effect or bootstrapping earnings.

Below are some of the factors that will impact the earnings of China Steel in the near future:

A) Barriers of entry not exactly high. China Steel has developed its own internal know-how which has contributed to the success of that company. This know-how is not protected by patent or similar rights. There is a risk that competitors may copy this know-how or develop similar or better know-how and produce better or less extensive product that currently produced by China Steel. There is also a risk of employees leaving the China Steel and disclosing know-how to competitors.

B) Reliance on a single key customer and supplier and contract with Huaguang expires on 8 October 2010.

C) High raw material prices. Coke is one of the main raw materials used by China Steel in the production of Nickel Pig Iron. The ever rising coke prices have caused China Steel to get customers to supply their own coke. There is no guarantee that this arrangement will work out.

D) Taxes will be incurred from 2009 onwards.