UTV Software Communications- Move to go private

There is a lot of action happening in the Indian entertainment space ranging from higher DTH penetration, movie production, the entertainment distribution business, realty shows, radio and not to forget the hugely successful  IPL (at least for BCCI and the viewers). With an eye on roughly 240 cr eyeballs in India, the increasing disposable incomes and increasing share of entertainment of the consumer's wallet, Walt Disney Company acquired close to 50% stake in UTV Software Communications in 2008 at around Rs 860 per share

In July of 2011, the company followed up with a delisting offer to acquire the stake held by the public shareholders. There are 4.07 cr shares outstanding and Walt Disney owns 50% of it. Ronnie Screwvala and affiliates own another 20% stake and they are classified as Indian promoters. As per the delisting guidelines, the process to be followed is a reverse book building process where the public shareholders are allowed to tender their shares at a price of their choice above a minimum "floor price".

The first milestone in the delisting exercise was the postal ballot process. The delisting guidelines state that in the postal ballot , the number of share-votes casted by the public shareholders in favour of the delisting should be at least twice the number of share-votes casted by the public shareholders against the delisting process. Note that for the postal ballot to be successful, the promoter votes are counted separately and the public shareholder votes are counted separately. That's a fair clause to prevent the public shareholders from getting bulldozed by the votes of the promoters if both were clubbed together. The postal ballot was passed successfully in this case and the first milestone was reached.

Further milestones were the regulatory approvals required from the BSE, NSE, Foreign Investment Promotion Board, Cabinet Committee on Economic Affairs and the RBI. With some delay, all the approvals have come through. Getting the regulatory approvals is an important milestone as the uncertainty surrounding the deal gets cleared and also the time period of the deal gets fixed. There should not be any further delays from here.

As per the public announcement , the reverse book building will start on Jan 16th 2011 and will end on January 20th, 2011. The shareholders can tender their shares at any price higher than or equal to the floor price of 835. The acquirer "Walt Disney" has provided an indicative price of Rs 1000 per share that it would be willing to shell out. This price is only an indicative price and neither does it prohibit the public shareholders to tender their shares at a price higher than Rs 1000 nor does it prohibit Walt Disney to accept the discovered price in the reverse book building if it is more than Rs 1000 per share.

What is required for this delisting to be successful ?

1. Quantitatively, the acquirer should be able to reach 90% post the reverse book building. If the number of the shares do not hit that mark, the delisting exercise would fail irrespective of the price discovered. Since acquirers already have 70% stake, they require another 20% to reach the mark of 90%. That means out of 1.22 cr shares with the public, at least 81.3 lakh shares need to be tendered in the book building which is 2 out of every 3 shares with the public. Looking at the shareholding pattern of Dec 22 (available in the public announcement), around 91 lakh shares are held by FIIs and Corporate Bodies and the rest 31 lakh shares are held by individuals. This is an important number to focus as the FIIs and Corporate Bodies are investors who  are aware and understand the dynamics of delisting and can be expected to exercise their votes. If most of them exercise in favour of delisting, the required  numbers can come through. Secondly, the shareholding of FIIs and Corporate Bodies is concentrated and not diffused as in the case of individual shareholders. I would give a 90% chance that the required number of shares would come in the delisting. 
2. Secondly, the acquirer should accept the discovered price. With an indicative price of Rs 1000, there is already an anchor. Usually it has been observed in the past delistings, that the shareholders want "a little more" than the indicative price and the acquirer also keeps some headroom between the actual price that he really wants to pay and the indicative price. Also, with FIIs and other corporate bodies, it is likely that they will not tender their shares at absurd prices which will drive Walt Disney away. A 10% premium can be expected over and above the indicative price.                                                      

What are the risks to this transaction ? The greatest or gravest risk I would say is the downside risk to the stock price in case the delisting fails for either of the reasons described above. The fundamentals of UTV don't support the price of Rs 1000 and if the delisting fails (10% chance), the stock can easily nosedive to Rs 700 before one can exit.

 

Also, the employees of UTV have been continuously selling stock in the market. But that might have to do with taxation issues and derisking of their portfolios as a large part of their networth might be in the UTV stock.

 

 

There is a :

 

90% chance of book getting built and exit price being 1100 and ;

10% of chance of book not getting built and exit price being 700;

making the weighted average price being 1060;

while the current price is 990;

providing an expected absolute return of close to 7% in a span of 15 days.

I have invested money in this situation with a clear understanding of not participating in the book building. Tendering the shares in the delisting would be akin to "burning the bridge" while it makes sense to "preserve optionality" in this case. For a better understanding, read Prof. Sanjay Bakshi's posts: Link 1 and Link 2 .

These special situations are not very juicy but are very stimulating to work on. They help to keep abreast with the latest regulations and also help to forcefully keep a slice of portfolio in such cash equivalents which can be very useful in case of a severe market decline.