Analyzing the Reverse Merger of HDFC Bank and HDFC Ltd.

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Apurva Dhamankar

7/19/20232 min read

HDFC Ltd has made a significant announcement in the financial sector by unveiling its groundbreaking plans for a reverse merger with HDFC Bank. This strategic decision entails integrating HDFC Ltd, the holding company with a 21% stake in HDFC Bank, into the bank itself. Once the merger is finalized, HDFC Ltd will no longer exist as an independent entity, and its shareholders will smoothly transition into becoming shareholders of HDFC Bank Ltd. While the merger initially generated enthusiasm, a subsequent correction in stock prices indicates potential challenges that may arise in the future.

The merger is executed through a comprehensive stock swap arrangement, which has been established to facilitate the process. As part of this arrangement, both the HDFC Bank and HDFC Ltd boards have agreed upon an exchange ratio. According to this ratio, shareholders of HDFC Ltd who hold shares on the designated record date will be entitled to receive 42 shares of HDFC Bank for every 25 shares they currently own in HDFC Ltd. Upon the completion of the merger, the former shareholders of HDFC Ltd will hold a significant 41% ownership stake in HDFC Bank. Consequently, HDFC Ltd will cease to exist as an independent publicly traded entity. Instead, it will become an integrated part of HDFC Bank, consolidating its operations and resources into a unified entity. This assimilation marks a significant shift in the corporate landscape, as HDFC Ltd.’s distinct identity as a separate entity will come to an end. This integration will be achieved through the aforementioned stock swap mechanism. As a result, HDFC Bank will transition into a fully public shareholder company without any remaining promoter group. Moreover, HDFC's stake in HDFC Bank will be entirely extinguished.

Notably, the subsidiaries and associates of HDFC, including its life insurance, general insurance, mutual funds, and securities businesses, will be transferred to HDFC Bank. However, potential concerns may arise due to a systemically important bank concurrently holding two prominent insurance companies. Nevertheless, these concerns will be addressed and resolved at a later stage. A vital aspect of the merger entails the absorption of all branches and employees of HDFC Ltd into HDFC Bank, although future streamlining measures cannot be ruled out. This merger holds the advantage of reducing the proportion of unsecured loans in the loan portfolio of HDFC Bank, given that HDFC Ltd primarily deals with secured mortgage loans.

Thank you.

Regards,

Bhavika Pandey,

Kautilya, IBS Mumbai.

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