State-owned Oil and Natural Gas Corp (ONGC) on Saturday announced acquisition of government's entire 51.11 per cent stake in oil refiner HPCL for Rs 36,915 crore, paying a premium of over 10 per cent.
ONGC will pay Rs 473.97 per share for 77.8 crore shares of the government in Hindustan Petroleum Corp Ltd (HPCL), the company said in a stock exchange filing.
The price it is paying is 14 per cent higher than Friday's closing price of HPCL and over 10 per cent of the 60-day weighted average of the scrip.
The transaction, which will help the government cross its annual sell-off (disinvestment) target for the first time ever, has been executed through an off-market deal.
While the government started off talks for selling controlling stake in the country's third largest oil refining and fuel marketing company, seeking about Rs 1 lakh crore on grounds that an open sale would fetch no less than that, what ONGC paid was far less.
ONGC's own valuation adviser EY had put HPCL's valuation at Rs 475 a share plus a premium for getting the controlling stake, sources privy to the negotiations said. The outside advise the company took from Citi put the price at Rs 500 per share.
ONGC negotiated hard and brought down the acquisition price, they said adding the company would do short-term borrowing to fund the acquisition that would be an all cash- deal to be completed by end of the month.
Also, the company has cash reserves of about Rs 12,000 crore.
Sources said ONGC has already taken board approval for raising borrowing limit to Rs 35,000 crore from the previous approval of Rs 25,000 crore. Also, it has loan commitments from domestic and foreign lenders totalling roughly double the acquisition prices and the company would draw from them to make the payments in next one week, they said.
Based on Friday's closing price of Rs 416.55, HPCL has a market capitalisation of about Rs 63,475 crore. At this price, the government's 51.11 per cent stake is worth Rs 32,442 crore.
"Government of India has entered into an agreement with ONGC today for strategic sale of its 51.11 per cent equity share-holding in HPCL at a consideration of Rs 36,915 crore," the finance ministry tweeted.
The ministry reasoned the merger to the February 2016 review called by Prime Minister Narendra Modi where he "underlined the need of efficient management of government investments in central public sector enterprises (CPSEs)".
The government accordingly expanded the approach from of disinvestment to investment and public asset management.
"Accordingly, as part of investment management strategy, the Government of India decided to explore possibilities of consolidation, mergers and acquisitions within CPSE space. An announcement in this regard was also made by the finance minister in his Budget speech of 2017-18," it said.
In line with the finance minister's Budget announcement, ONGC proposed to acquire the government's existing 51.11 per cent equity shareholding in HPCL.
The Union Cabinet, in its meeting held on July 19 last year, gave 'in-principle' approval to the said proposal and decided to set up an alternative mechanism under the finance minister to decide on the price, timing and the terms and conditions of the strategic sale.
"The alternative mechanism under the chairmanship of finance minister in its meeting today approved the price bid of ONGC and the terms and conditions of the sale," it said.
Through this acquisition, ONGC will become India's first vertically integrated 'oil major' company, having presence across the entire value chain. The integrated entity will have advantage of having enhanced capacity to bear higher risks and take higher investment decisions etc.
In this process, ONGC has acquired significant mid-stream and downstream capacity and will attain economies of scale at various levels of operations.
With a turnover of Rs 2,13,489 crore and profit of Rs 6,502 crore during 2016-17, HPCL ranks at 384th position in Fortune Global 500 and 48th place in Platts 250 Global Energy Companies.
HPCL markets around 35.2 million tonnes of petroleum products with a market share of about 21 per cent and is number one lube marketer in the country. It has refineries at Mumbai and Visakhapatnam and a joint venture refinery at Bhatinda.
It owns the biggest Lube refinery in India and the second largest cross country product pipeline network of about 3,500 km. HPCL has a vast marketing network spread across the length and breadth of the country with terminals, depots, LPG bottling plants, Lube blending plants, aviation fuel stations and around 15,000 petrol pumps.
"ONGC Board on January 19, 2018 considered the proposal and approved acquisition of the entire 51.11 per cent shareholding (778,845,375 equity shares) of the President of India, at a cash purchase consideration of INR 473.97 per share with a total acquisition cost of Rs 36,915 crore," the company said.
ONGC is the largest producer of crude oil and natural gas in India, contributing around 70 per cent of domestic production.