12 November 2012
Update | Sector: Consumer
United Spirits
BSE SENSEX
S&P CNX
18,694
5,647
CMP: INR1,360
TP: INR1,843
Buy
Diageo deal raises the "bar"; to hasten premiumization
Expect a plethora of structural improvements; upgrading to Buy
Bloomberg
Equity Shares (m)
52-Week Range (INR)
1,6,12 Rel. Perf. (%)
M.Cap. (INR b)
M.Cap. (USD b)
UNSP IN
130.8
1,425/450
7/107/41
177.9
3.4
Valuation summary (INR b)
Y/E March
2012 2013E 2014E
98.4
12.7
3.7
25.3
33.0
694
53.8
2.0
18.1
2.3
4.3
8.5
3.7
16.2
7.2
33.0
53.8
629
2.0
4.3
0.0
18.1
8.5
2.3
Sales
87.8
EBITDA
11.9
NP
2.4
Adj. EPS (INR) 19.0
EPS Gr. (%)
-30.9
BV/Sh. (INR)
398
P/E (x)
71.6
P/BV (x)
3.4
EV/EBITDA (x) 21.8
EV/Sales (x)
3.0
RoE (%)
4.9
RoCE (%)
8.3
The UB group has entered into an agreement to sell 27.4% stake (including 10%
preferential allotment) in United Spirits (UNSP) to Diageo for INR57.3b. Diageo will
also make an open offer to acquire an additional 26% at the same price. If the open
offer is fully subscribed, Diageo will eventually own 53.4% stake in UNSP.
The deal will bring a plethora of structural improvements. It will help to (1) bring focus
back to the core IMFL business, (2) improve operational and financial discipline, and
(3) bring more transparency in operations. We expect gradual margin expansion,
improvement in capital efficiency and reduction in leverage cost.
We are revising our estimates to model (1) 2QFY13 results, (2) higher margins post
Diageo transaction, and (3) reduction in interest expenses. We value UNSP at an EV of
17x EBITDA (for the 12 months ending September 2014). Our 12-month forward
target price is INR1,843 – upside of 37%. Buy.
Diageo to eventually own 53.4% stake
Prices as on 9th November 2012
Shareholding pattern %
As on
Sep-12
Promoter
27.8
Dom. Inst
4.9
Foreign
51.2
Others
16.1
Jun-12 Sep-11
27.8
28.0
6.1
2.6
54.9
58.2
11.2
11.2
Stock performance (1 year)
The UB group has entered into an agreement to sell 27.4% stake (including
10% preferential allotment) in UNSP to Diageo for a consideration of INR57.3b
at a price of INR1,440/share. Diageo will also make an offer to acquire an
additional 26% at the same price. If the open offer is fully subscribed, Diageo
will eventually own 53.4% stake in UNSP, for which it will pay a total of INR111.7b.
The UB group will hold 13.4% stake in the post deal entity on enlarged capital
base. Dr Vijay Mallya will continue to be the Chairman of UNSP and Diageo will
have the right to appoint CEO and CFO.
Diageo will engage with regulators on Whyte & Mackay (W&M) and take a
decision accordingly. However, it won’t have repercussions on this deal as per
management.
The transaction is valued at 20x FY12 EBITDA, in line with the multiples for
attractive emerging market businesses.
Diageo and Dr Dr Mallya has also entered into an MoU to form a 50:50 JV, which
in turn will own United National Breweries’ sorghum beer business in South
Africa. Diageo will infuse USD35m in this JV.
Deal beneficial for UNSP shareholders
UNSP will receive INR33b of cash infusion, which will be utilized to pay off
debt. Consolidated debt currently stands at INR83b.
In the short term, this deal will help reduce UNSP’s leverage costs substantially
(INR3.3b of interest savings assuming 10% interest rate). It will be EPS-accretive
despite the preferential allotment.
We believe this deal is beneficial for UNSP shareholders, as it will bring a
plethora of structural improvements. It will help to (1) bring focus back to the
core IMFL business, (2) improve operational and financial discipline, and
1
Investors are advised to refer through
disclosures made at the end of the
Research Report.
Gautam Duggad
(Gautam.Duggad@MotilalOswal.com); +9122 3982 5404
Sreekanth P V S
(Sreekanth.P@MotilalOswal.com); +9122 3029 5120