Wednesday, April 17, 2013

Clariant Chemicals' sale of business - no clarity here!

Lets play a small word association game. I will write a word and you say the first thing that comes to your mind upon reading the word..


1. Stock market  (Most of you will probably say high returns, volatility, manipulation, satta, etc)

2. Government  (Most of you will probably say lethargic, corrupt, unreliable, etc)

3. Wife  (Dangerous territory..so no comments from my side)

4. MNC Management  (I am sure most of you will say high quality, clean, professional, fair, etc)


Well, such has been the record of managements of MNC subsidiaries that we generally associate them with everything goody goody. A lot of these companies have been prolific wealth creators for investors over the years. And hats off to these guys.

But, it is not necessary that all MNC managements would be great, fair, transparent and professional. This is not something we can take for granted. Such representativeness bias can be highly dangerous to investors.

Lets take the recent happenings in an MNC subsidiary, Clariant Chemicals India Ltd.

Whenever the name Clariant Chemicals is mentioned, I have always seen experienced investors going gaga about the company. And rightly so. The company has grown profitably and has distributed liberal dividends. So, when the global CEO said in December 2011 that they aim to reach Rs.4600 cr in India sales by 2016/17 (CY11 sales were just Rs.1000 cr), investors sat up and took notice. Of course a management of this quality would have a broad plan under which they were making such claims right? Sadly, that doesn't seem to be the case. Not only have the sales been flat in 2011 and 2012, but recently, the company has announced sale of a large chunk of the Indian business (as a result of sale of the global business unit). Now how will the sales grow to the levels promised is beyond my understanding!!

First, let us look at this deal. The global Textile Chem, Paper Specialties and Emulsions business of Clariant (including Clariant India's business unit) are being sold to SK Capital for about Rs.3000 cr. Since Clariant India's business unit will also be sold, Clariant India will get part of this money. Well, sounds ok.

What is not ok is the way Clariant India has treated minority shareholders regarding this deal.

On 26/03/2013, Clariant India put out an announcement saying that Clariant India will get Rs.209.15 cr out of the total pot for sale of the mentioned businesses. From where did this sacrosanct number come was not given. To be fair, what is being given to Clariant India seems to be a good deal. The global business was sold at about 0.45x sales, while the India business is being given 0.6x sales. We have no idea about the India business profitability though! I was waiting for the postal ballot for this to be published, which would give more details and justification for the deal and what Clariant India is receiving.

I thought that decent clarifications and info will be given when they give out the notice for the postal ballot on this issue. (Since this sale cannot be done without the approval of shareholders).

However, I was absolutely shocked when the postal ballot was put up on BSE. It seems like the management is totally taking the minority Indian shareholders for granted.

Consider this.. the postal ballot is basically to ask the shareholders whether they are ok with the sale of the mentioned businesses for Rs.209.15 cr.
Now, if you want to take a proper informed decision whether to say yes/no on this, you will need info about the business being sold, right?

Shockingly, the explanatory statement to the postal ballot simply states that "TPE business contributes about 35% to the net sales of the company and includes a manufacturing plant for textile products situated at Roha". Thats it!!!!!!!!! It gives absolutely no more details about anything!! So how would you say yes/no to this resolution for selling the business? They are just not giving you any info!!
  • So basically, does the Board want us to blindly trust whatever they say as true and fair? 
  • Nothing has been mentioned as to who did the valuation, how was the number arrived at?
  • We do not know how much profitability will reduce, how much fixed assets will go out? In short, there is virtually no info given on how much would the remaining business be like?
  • So what purpose will this postal ballot serve? How does the Board expect shareholders to take a decision, when they are just not providing any info to take the decision?!

The Board does not seem to take into consideration the minority shareholders' opinion for this. It seems as though they are saying 'look this is what we have decided, just agree to this'. Not the best in terms of corporate governance, eh? I would request all shareholders to oppose this resolution and spread the word to everyone you know to oppose it.
This is just not done.

If things like this continue, then the 'management premium' that the valuations of MNCs were getting will soon turn into 'management discount'!!

Cheers and happy desi investing!!







Disclaimer(s)!!
1) All the posts on this blog, including this one, are for educational and discussion purposes only.
2) I post articles on individual stocks as well as varied topics like behavioural finance, industry analysis etc. None of the material posted should be regarded as advice to buy/sell any stock. My articles are not recommendations to buy/sell individual stocks, and should not be construed as any form of investment advice.
3) As a professional investor, I may have positions in stocks discussed.
4) PLEASE DO NOT TAKE BUY/SELL OR ANY INVESTMENT DECISION BASED ON ARTICLES YOU READ ON THE BLOG. These are only meant to provide information and initiate discussion. Final decision is and always should be, yours and only yours! 

21 comments:

Anil Kumar Tulsiram said...

Excellent one Neeraj

Its true. Even I am guilty of associating MNC with Honesty blindly. Was just going through delisting of Fresenius Kabi Oncology. Its very clear that sometime back promoters sold its stake to some institutional clients promising them attractive return [sale at INR 80 when market price 120 something]. Now can we expect fair price in this delisting offer. Is it fair to do such undertable dealing. Quite debatable, but surely they will not do this in their home country...

Neeraj Marathe said...

Hahaha...yes Anil, Fresenius is an amazing case. Hats off to them! :-D
cheers!
Neeraj

Inquisitive Stranger said...

neeraj,
will definately oppose, quick question. whats your view on this stock at this point of time, will it be ok to add more at current price or wait. i am sitting at 20% loss, but enetred the stock with long term view.

Stable Investor said...

Hi Neeraj
We had similar concerns about Clariant's partial non-disclosure in present deal. Though management did say that they would focus more on high margin businesses which offered higher growth potential. But that is what the management said. Hopefully things would get a little clearer in coming quarters.
We raised similar concerns some time back at http://www.stableinvestor.com/2013/01/clariant-chemicals-india-buy-or-sell.html

Reni George said...

HI Neeraj
you've said it rightly.As you could see i started covering Clariant Chemcials in my post.

https://groups.google.com/forum/?fromgroups=#!topic/safalniveshak/f6zp9M57jB0

I was expecting some of this nature.Really every company in india is taking the retail investors for a ride,the reason is we don't have too much power on our side...but we should try to do something about this.

Thanks and Regards
Reni George

Neeraj Marathe said...

Hi Stranger,
I had attended Clariant's last year's AGM, which was a very very bad experience as far as mgmt quality is concerned. I am not in favour of investing in this company.

Thnx for your views Stable Investor and Reni.

Cheers!
Neeraj

Stable Investor said...

Hi Neeraj
Can you elaborate as to why was your experience bad?
Can you throw some light on management quality from your personal experience?

Anonymous said...

how do we vote against this. can some one point the procedure. thx

Neeraj Marathe said...

Hi Anon,
If you are a shareholder, you will get the postal ballot by post, in which you can vote against it and post it back to them.
Plus, you can make some noise, throw some eggs (ok, that was a joke) at the AGM, which will happen next week.
cheers!
Neeraj

Neeraj Marathe said...

Hello Stable,
Can i have your email id plz? Or email me your cell, i will give you a call!
cheers!
Neeraj

Stable Investor said...

You can get in touch with us at stableinvestor@gmail.com

Anonymous said...

Hi Neeraj

What you have mentioned is absolutely correct. But unfortunately a minority shareholder is a minority shareholder. Whether we vote in favor or against, it does not really matter.

Look at at that 64% promoter shareholding. That sums it up.

What the management wants it will get it approved anyway. As minority shareholders all we can do is watch this poor corp governance but stay away.

Not even UTI and HDFC who own about 5.5% together cannot do any thing. Nevertheless if someone has to voice and make that tiny difference it is them not you and me.

Surely Clariant could have done it better.

Neeraj Marathe said...

Hello Stable,
I have sent you and email.

Hello Anon,
Sadly, i agree with you.

Neeraj

Anonymous said...

There was some news of Clariant aquiring shares / stake in Asahi Songowon colors! Now what will happen to Asahi songowon. Can you throw some light on current situation !!

Neeraj Marathe said...

Hi Anon,
The stake in Asahi was bought by Clariant India, from Clariant Korea. At the AGM, they had said that they do not have any intention to increase this or takeover the company..
cheers!
Neeraj

Anonymous said...

Hi Neeraj,
Great post!! Pls clear confusion. Is the information given sufficient or not to analyse? Bcoz you also say 0.6 sales is good??

Neeraj Marathe said...

Hi Anon,
The given info is not sufficient to take an informed decision. I said that 0.6 times sales SEEMS to be good, since the global business was at less than 0.5 times sales. However, the indian company gets much higher valuations than the global parent..
cheers!
Neeraj

Gaurav said...

Management came up with little more information. Now chairman says business to be divested contributed to almost 35% in business unit EBIT. Maybe my logic is flawed here. But how can management say that these businesses were cyclical (than pigment business) when they contributed to 35% in sales and profits? Net asset value of businesses as on Dec 2012 was Rs.17.5 cr. against total assets under business operation of Rs. 146.3 cr. And all they can fetch for this business is 0.6x sales? I think swiss guys know that they cant suck much out of acquirer so they r sucking it out of Indian subsidiary.

Nirman said...

Hello Neeraj,
We had met briefly at the OctoberFest Value Investing event organized by PPFAS in Oct 2011.
Can you please also email me your views on management quality (as well as any other thoughts about this company that you have not already covered above)?
My email id is nirman_shetty@yahoo.com

Many thanks,
Nirman

Neeraj Marathe said...

Hi Nirman,
Nice to hear from you. Well, besides what i have posted, there is not much to say from my side..
Lets be in touch anyway..
cheers!
Neeraj

Anonymous said...

Neeraj, really like ur views on companiesn light of the recent land deal which makes the stock cheap in my view, can u specify what is 'very very bad' about ur mgmt interaction?