MSIL safeguards minority interest on Gujarat plant
In-principal Gujarat government approval received; MSIL to save INR105b through this deal
Maruti Suzuki India Ltd (MSIL) outlined the agreement details with Suzuki Motor Corporation (SMC) for expansion of Gujarat plant under 100% subsidiary of SMC, Suzuki Gujarat (SG), along with details of the term sheet. As indicated earlier, MSIL would voluntarily seek minority shareholders’ approval for this arrangement. The additional clarifications by MSIL on proposed expansion of Gujarat Plant further safeguards minority shareholders’ interest.
Key follow-up points
* Receives in-principal approval from Gujarat government for the proposed arrangement.
* Based on legal expert’s opinion, no significant difference in tax implications between MSIL and SMC.
* All arrangements of SG such as procuring parts/components, capital assets etc from SMC or related parties to require MSIL’s prior approval.
* MSIL could potentially save INR105b, assuming post tax return of 8.25% p.a. for the 15-year contract period.
* Additional funds would be used to strengthen marketing, sales infrastructure, R&D, overseas market penetration.
* MSIL and SG to establish joint committee with representatives from both companies for co-ordination of operational matters.
Other highlights
* Among various alternatives, expansion under 100% subsidiary of SMC considered most suitable:
Various alternative structures for Gujarat expansion (SG) were considered. Expansion of SG as 100% subsidiary under SMC was considered most beneficial to MSIL.
* SMC to fund entire capex:
SMC would finance SG’s capex through initial capital and further fresh equity infusion, after using accrued depreciation.
* SG to operate on “no-profit, no-loss basis”:
SG will manufacture and sell to MSIL, though would not partake in any profits or losses. This would be done by adjusting the selling price of products.
* SG to exclusively sell to MSIL:
This exclusive contract manufacturing agreement with MSIL would ensure that SG will not sell products to any other party. Also, the products and volumes would be decided by MSIL.
* MSIL to lease land to SG:
Land required by SG would be leased by MSIL. Land lease agreement is co-terminus with the contract manufacturing agreement.
* In the event of contract termination, MSIL to have option of buying SG share at book value:
Beyond 30 years, SG and MSIL may mutually agree to extend their contract period. Also, in case of termination of the arrangement, MSIL would have the option to buy SG’s shares at book value.
Valuation and view
* With improved economic outlook and consequent improvement in discretionary income and consumer sentiments, we expect PV industry to rebound strongly over the next two to three years (benefiting from pent-up demand).
* Given its leadership position and three new launches (Celerio, Ciaz in 2QFY15 and compact SUV in 4QFY15), we expect MSIL to be a key beneficiary of the upturn in PV demand.
* We estimate robust 26% EPS CAGR on 13.7% volume CAGR (implying 3.3% CAGR over FY11-16E) and margin expansion of 150bp over FY14-16E to 13.2%.
* The stock trades at 20.3x/15.9x FY15E/16E consolidated EPS of INR117.2/INR149.4. Maintain Buy.