Mergers and Acquring in Sri Lanka
Mergers and Acquring in Sri Lanka
Mergers and Acquring in Sri Lanka
ISSN 2719 – 2598 (Online) SLJM Vol 8 Special Issue – July 2022
DOI: http://doi.org/10.4038/sljmuok.v8i0.97
ABSTRACT
Mergers & Acquisitions (M&A) are strategic growth tools used by organizations
aiming for market dominance and sustainable growth in shareholder wealth. While
M&A sound impressive they involve many complexities, conundrums and risks
(Angwin, 2001; Algama, 2020) requiring a great deal of thinking, effort and resources
to get right. Despite the commonality of M&A in developed as well as emerging
markets a good majority of them fail (Hitt, 2012) and there doesn’t seem to be a
thorough understanding of why they fail (Cartwright and Schoenberg, 2006).
This article is a brief review of several noteworthy M&A executed in Sri Lanka in
the recent history between Dialog Axiata & Wow.lk, Dialog Axiata & H-One,
Mobitel & E-Channeling, Hutch Lanka & Etisalat Sri Lanka, ACL Cables & Kelani
Cables, Gamma Pizzakraft & Keells Restaurants (Pizza Hut operation in Sri Lanka),
Softlogic Holdings & Odel/Cotton Collection, SS Equity Holdings & RIL Property
PLC (BreadTalk operation in Sri Lanka). The article attempts to understand the likely
business objectives behind these strategic moves and if the expected results have
materialized.
Empirical evidence suggests that a vast majority of M&A fail to deliver the expected
results. It is important that business managers evaluate the pros and cons of the M&A
route carefully, formulate well defined goals & strong integration plans should they
wish to proceed.
The analysis was carried out based on already published data using company press
releases, information from their websites, other online press articles, existing
literature on mergers & acquisitions and authors experience/involvement in two of
the cases being discussed and insights from industry insiders.
Keywords: Challenges & Pit-Falls, M&A Cases in Sri Lanka, M&A Law in Sri
Lanka, Merges & Acquisitions, Definitions, Strategic Importance, Theories
Copyright: This is an open access article distributed under the Creative Commons Attribution
License 4.0, which permits unrestricted use, distribution, and reproduction in any medium,
provided the original work is properly cited.
1. INTRODUCTION
The different elements of M&A have drawn considerable attention over the past thirty
years yet evidence points to positive short-term returns for the seller with inconsistent
returns to the buyer (Cartwright and Schoenberg, 2006). When defined in extreme
terms such as the eventual liquidation then failure rates are under 20%, when defined
as an inability to reach set financial goals reported failure rates can be high up to 80%
(Reed S.F., 2007). Recent examples from corporate America evidences several “big”
M&A deals that failed. In 2015 Microsoft wrote off 96% of the value of the handset
business it had acquired from Nokia for USD 7.9Bn the previous year. Google
unloaded the handset business it bought from Motorola for USD 12.5Bn in 2012 for
2.9Bn, HP wrote down USD 8.8Bn of its 11.1Bn Autonomy acquisition; and in 2011
News Corporation sold MySpace for a mere USD 35Mn after acquiring it for 580Mn
just six years earlier (www.dealroom.net).
While companies may undertake the M&A route for multitude of reasons, studies
often show that most M&A initiatives are driven by the quest for synergy
achievements (Thompson, 2016). However, due to weaknesses in due diligence and
valuation, synergy goes unrealized in many cases (Fiorentino and Garzella, 2015).
Another major reason for M&A failure is not paying adequate attention to post
integration plans especially pertaining to people and culture.
Since M&A involve two companies with two distinct cultures with people in the core
of matters, it is reasonable to expect a culture conflict (Tanure, et al., 2009, Buono,
et al., 2016, Savović, 2017). Cultural differences and resistance of employees are
often mentioned as major barriers in achieving human or social integration (Dauber
and Vrontis, 2012) and can be a value destroyer. Hence to maintain stability of the
workforce cultural differences should be understood, planned and managed
proactively (Fernandes, 2021) and due consideration paid to the need for pragmatic
cross-cultural skills to bring about real change (Teerikangas, 2007).
Given that M&A are complex and full of challenges and risk, it is noteworthy to
explore and understand the Sri Lankan cases being deliberated in this article since
each will present its own unique challenges and outcomes. According to (Algama.
2020), mergers for companies incorporated in Sri Lanka is governed by part VIII of
the Companies Act No. 07 of 2007 (as amended CA, 2007). Under the TOM Code
(Takeovers and Mergers Code of 1995 as amended) a merger is defined as a
transaction whereby the assets of two companies come under the control of one
company. According to S. De Saram (2021) parties wishing to successfully proceed
with M&A will need to fulfill several prior legal requirements and approvals from
regulating bodies. These would be the likes of Colombo Stock Exchange, Public
Utilities Commission of Sri Lanka, Telecommunications Regulatory Commission of
Sri Lanka, Monetary Board of Sri Lanka, the Insurance Regulatory Commission of
Sri Lanka and the Sri Lankan Board of Investment. The Consumer Affairs Authority
Act (CAA Act) regulates anti-competitive practices for companies in Sri Lanka and
may act against or put a stop to any M&A which led to anti-competition practices
Companies consider M&A for a myriad of strategic reasons but empirical evidence
and literature suggest that organizations expect to realize several typical objectives.
The theory of Strategic Alignment believes that for an organization to attain peak
performance, its business strategy, resources and coordination must all be aligned in
one and the same direction (David J. Collis, 1998), moving in tandem, making it
difficult to separate and hard to copy (Galpin, 2018). Hence acquiring the right
competence, capabilities and resources become of paramount interest and a key M&A
objective.
Synergy is the concept that the value of two companies’ combined will be greater
than the sum of the separate individual parts and is often the driving force behind a
merger (Arthur A. Thompson, 2016). The expected synergy can be attributed to
factors such as increased revenues, combined talent and technology, and cost
reduction. It is critical that synergy is expressed in measurable ways, and the inability
to do so is a telltale sign of future difficulties (Bruner, 2004) likely to be ridden by
mistakes and excessively costly (Chatterjee, 2007). A recent study by Fiorentino and
Garzella, (2015) indicated three synergy pitfalls each having different likelihoods of
achievement requiring high-level risk management approach: (1) The Mirage; a
tendency to overestimate synergy potential, (2) The Gravity Hill; the underestimation
One of the obvious reasons for M&A is to achieve higher market share at greater
velocity to the organic growth route. Market dominance can potentially lead to market
power and usually will trigger the attention of Monopoly and Competition authorities.
The theory of Market power refers to a company's relative ability to manipulate the
price of an item by manipulating the level of supply, demand or both and thereby
control its profit margin without trading-off market share (Harrison, 2006), increase
obstacles to potential new entrants into the market (Jamison, 2020) and place
suppliers at the mercy of the organization (Wood and Wrigley, 2007).
The author posits that Sri Lanka being country of small population and geo mass,
highly competitive overcrowded industries with little room for differentiation may
view consolidation as imperative over the organic route. ROI in capacity building
will be slow as time taken to execute entry in to new markets/launch of new products,
substantial marketing investment and the grave lack of trained resources may not
make the organic route very attractive. This also means that small companies serving
even small niche segments may be vulnerable for takeovers.
Sri Lanka has witnessed numerous cases of M&A over the years. Some of the notable
ones have taken place within the overcrowded telecommunications industry. The
acquisition of Suntel by Dialog Axiata in 2012 and acquisition of Celtel by Tigo
(2008), Tigo by Etisalat (2013) and subsequently Etisalat by Hutch Lanka in 2018
comes to mind. These M&A have been primarily driven by ambitious synergy and
market share objectives. The quick changing hands of Celtel to Tigo to Etisalat to
Hutch is evidence that M&A are difficult and probability of failure is high. Telco
industry also has been acquiring many start-ups and e-commerce businesses in the
recent past. These are primarily vertical attempts towards the consumer (as in the case
of SLT Mobitel & E-Channeling) or towards the supplier (as in the case of Dialog &
H-One).
This article will also look at the M&A between several other Sri Lankan blue chips
namely, ACL Cables & Kelani Cables, Gamma Pizzakraft & Keells restaurants (Pizza
Hut operations in Sri Lanka), Softlogic Holdings & Odel/Cotton Collection, SS
Holdings & RIL Property PLC (BreadTalk operation in Sri Lanka) discussed in detail
and summarized in Table 1.
Gamma Pizzakraft Gamma was already Successfully implemented with the swift
Gamma is the leader in
Lanka aquired the
Buyer/Seller Industry a Pizza Hut
Objectives integration of employees to the new ownership
Outcomes
the Quick Service
Pizza Hut SL ACL PLC is the clear franchisee
Increase in India
market and culture. Former management team
2 Restaurants industry
franchise from market and used M&A & to continued with significant empowerment.
ACL Cables PLC with theleader inchain
largest the dominance Strong strategic and commercial fit. Successfully
Keells Restaurants Cable manufacturing enter a foreign
Synergy realisation in Company has a
implemented also moved
dual brandto the Maldives
approach market
with focus
1 aquired of restaurants in SL
in 2007 Kelani industry with over 70% market
manufacturing, under
on the same management.
management autonomy and a structured
Cables PLC in 1999
share between the 2 logistics and approach to integration
Dialog Axiata PLC It could be argued that this deal destroyed value
brands distribution
aquired the wow.lk instead of creating. Valuation of USD 3.4Mn for a
Fast route to the e-
operations
Gamma from
Pizzakraft Dialog is largest telco Gamma was fairly small operation
already Successfully implemented & anwith
unknownthe swiftbrand at
Gamma is the leader in commerce space
Digital Commerce
Lanka aquired the operator in Sri Lanka a Pizza a
Hut the time seem irrational. Hasty due diligence and
3 the Quick Service during time when e- integration of employees to the new ownership
LankaHut
Pizza in 2012
SL and with a dominant franchisee management hubris management
likely played ateam part in the
2 Restaurants commerce in wasIndia
at a and culture. Former
divested in
franchise 2019 to
from market shareindustry and usedstage
M&A to premium paid
continued withby the buyer.
significant Buisness model and
empowerment.
with the largest chain nascent
e-commerce giant
Keells Restaurants enter a foreign gaps in operational set-up
Company has also moved to the Maldives were also likely market
not in
daraz.lk of restaurants in SL favour the of Dialog
in 2007 market under same management.
A move that can be considered good strategic fit
Softlogic is one of Sri
Dialog Axiata PLC It could
that willbe argued
serve that this deal
to strengthen destroyed
Softlogics multi-value
Lankas prominent
aquired the wow.lk instead of creating. Valuation
brand, multi-channel approach ofinUSDthe3.4Mn
fashion for a
Softlogic Holdings conglomerates with Fast route
Cement to the and
position e-
operations from Dialog is largest telco fairly
retail small
market. operation
While the & an unknown
current economicbrand at
acquired Odel in investments in commerce
standing inspace
the
4 Digital Commerce operator in Sri Lanka the time seem
downturn is not irrational.
helping, onceHastythe dueCovid
diligence and
3 2014 and Cotton emegring markets. during
growinga fashion
time when e-
Lanka in 2012 and with a dominant management
pandemic situation hubrisislikely
underplayed
wraps a and
parttourism
in the
Collection in 2019 Company is the largest commerce
retail spacewas at a
divested in 2019 to market share premium paid by the buyer.
returns to some semblance of normalcy Buisness model and
Softlogic
Fashion Retailer in Sri nascent stage
e-commerce giant gaps in operational
will likely begin to fully set-up
reapwere
the also likelyofnot
benefits in
these
Lanka
daraz.lk favour
two deals. of Dialog
A move
This that canwas
acquisition be considered
seen by thegood strategic
industry as a fit
Softlogic is one of Sri
that will serve
reaction to marketto strengthen
leader Dialog Softlogics
launching multi-
Lankas prominent
Enter the e- brand,
similar multi-channel
service Doc990. approach
Even though in the thefashion
potetial
Softlogic Holdings conglomerates
SLT Mobitel is the with
2nd Cement position and
SLT Mobitel commerce space retail market.the
to monetize While
asset the current
exists it is economic
uncertain if this
acquired Odel in investments in
largest telco operator standing in the
4
5 acquired E- using a well downturn
deal was more is not tohelping,
appease once the Covid hubris
management
2014 and Cotton emegring
in Sri Lankamarkets.
with govt growing fashion
Channeling in 2016 established pandemic
than a realsituation is under wraps
market requirement. and tourism
However
Collection in 2019 Company
backing. is the largest retail space
ecommerce platform returns
compared to some semblance of
to Dialog/wow.lk dealnormalcy
the price Softlogic
paid
Fashion Retailer in Sri
will
for E-Channeling by Mobitel seem more of these
likely begin to fully reap the benefits
Lanka
two deals.
reasonable.
This acquisition
The operating was seen byhas
environment thenotindustry
been as a
reaction
favorableto market leader
immediately Dialog launching
post-acquisition with the
Hutchison Hutchison is a Enter the e- similar service in
Easter attacks Doc990.
2019 and Eventhethough
pandemic the potetial
in 2020
SLT Mobitel is the 2nd Icrease market share
SLT Mobitel
Telecommunications challenger Telco brand commerce space to monetize
& 2021 the asset
adversely exists network
impacting it is uncertain
and if this
largest telco operator through contigous
5
6 acquired E-
Lanka acquired in SL known as a strong using a well deal was more
distribution to appease
mergers. management
Post-merger hubris
integration of
in Sri Lanka with govt coverage and better
Channeling in 2016 value player especially established
Etisalat Sri Lanka than
culturesa real
and market
peoplerequirement.
were also not However
fully devoid of
backing. 4G services
operations in 2018 in data. ecommerce platform compared
conflicts and to may
Dialog/wow.lk
have impacted deal the price paid In
performance.
for
thisE-Channeling
context all M&A by Mobitel
objectivesseem more
have not been
reasonable.
realised
The operating
Microsoft environment
Solutions has not been
goes hand-in-hand with the
Strengthen the favorable
segemnt &immediately
this acquisition post-acquisition
looks to havewith strongthe
Dialog Axiata PLC
Hutchison Hutchison
Dialog is the is a
largest already well Easter
commercialattacks and in strategic
2019 andfit. the pandemic
Especially in in
the2020
aquired H-One Ltd Icrease market share
Telecommunications challenger
telco operatorTelco inbrand
Sri entrenched & 2021 adversely
current pandemicimpacting network where
driven economies and
7 leading provider of through contigous
6 Lanka acquired in SL known
Lanka with aas a strong dominant corporate distribution
dominant corporates large mergers. Post-merger
and small are fastintegration
focusing onof
MS Solutions in coverage and better
Etisalat Sri Lanka value
market player
shareespecially & enterprise cultures
digitizingand their people were also
operations not fully
the results ofdevoid
this M&A of
2021 4G services
operations in 2018 in data. segemnt conflicts
is likely to andbe may haveatimpacted
positive least in termsperformance.
of In
this context
revenue all M&A objectives have not been
synergies
realised
RIL initially invested Rs. 400Mn on the business
SS Equity Holdings SS Equity associated
Purchase of Microsoft
and disposed Solutions
of it for goes
Rs. hand-in-hand
245Mn. Givenwith that the
acquired the Bread with investor Shanker
Strengthen
undervalue the
asset to segemnt
Bread Talk & isthis acquisition
a strong looks to brand
international have strong
the
8 Dialog Axiata PLC
Talk Lanka Somasundaram holds
Dialog is the largest already well business commercial
enter a new valuation seem andrational.
strategicWithfit. Especially
some tweaks in the to
aquired H-One
operations from Ltd
RIL a diverse portfolio of
telco operator in Sri entrenched
space current
the product pandemic
offering driven economies where
and distribution model this
7 leading
Prperty provider
PLC in 2021of investments
Lanka with a dominant dominant corporate corporates would likelylarge give and small are
the buyer fast focusing
positive results. on
MS Solutions in
market share & enterprise digitizing their operations the results of this M&A
2021
segemnt is likely to be positive at least in terms of
revenue synergies
RIL initially invested Rs. 400Mn on the business
SS Equity Holdings SS Equity associated
Purchase of and disposed of it for Rs. 245Mn. Given that
acquired the Bread with investor Shanker
undervalue asset to Bread Talk is a strong international brand the
8 Talk Lanka Somasundaram holds
enter a new business valuation seem rational. With some tweaks to
operations from RIL a diverse portfolio of
space the product offering and distribution model this
Prperty PLC in 2021 investments
would likely give the buyer positive results.
ACL acquired KCL in 1999 and it served two primary objectives; achieve absolute
market dominance using a dual brand approach catering to both B2C and B2B
segments with two distinct value propositions and derive cost benefits through
synergies around manufacturing, raw materials, logistics and credit controlling
mechanisms amongst others (Dissanayake, 2017).
The acquisition of Kelani Cables by ACL is recorded as one of the most successful
cases in Sri Lanka. Today after the acquisition of Kelani cables, ACL reports a
consolidated market share in excess of 70%. One of the key contributory factors to
achieving the set-out objectives is the successful implementation of the post-
acquisition strategy to enhance the performance of Kelani Cables PLC focusing on
integration of human resources, leadership and allowing management autonomy as
per a structured plan (Dissanayake, 2017).
3.2. Acquisition of Keells Restaurants Lanka (Pizza Hut Sri Lanka Operations)
by Gamma Pizzakraft Lanka (2007)
The author having been a part of the management team in the unification and business
development process post-acquisition believes that this M&A brought positive
outcomes for seller, buyer and employees. While John Keells transferred equity
smoothly, both the business and its other stakeholders thrived under the new
ownership. Today having grown the business extensively with presence across most
major cities in Sri Lanka, Gamma Pizzakraft holds a much-respected place in the
corporate space and is also a sort after employer
(http://dailynews.lk/2021/02/18/business/241846/gamma-pizzakraft-lanka-shines-
great-place-work-awards). A similarity with the ACL and Kelani merger is witnessed
at Gamma despite this being cross-border M&A. Both deals were successful as post-
merger integration had been thought through and attention to people prioritized as a
key success factor.
3.3. Acquisition and Divestment wow.lk by Dialog Axiata Group (2012 to 2019)
The 2012 joint venture merged several e-commerce sites owned by Dialog at the time,
including iBuy.lk and Tradenet.lk, into Wow.lk – ultimately making DCL Sri Lanka’s
largest daily deals site and online mall. Three years later in 2015 Dialog acquired
100% stake of DCL at an additional valuation of USD 1.8Mn (https://www.ft.lk/IT-
Telecom-Tech/dialog-fully-acquires-wow-lk).
Dialog entered the market when it was at an embryonic stage contributing to less than
1% of all retail revenues. However, in 2019, four years after the full acquisition of
DCL, Dialog decided to exit the e-commerce space by entering in to a strategic
alliance with daraz.lk. (https://www.dailymirror.lk/recomended-
news/Alibaba%E2%80%99s-Daraz-and-Dialog-Axiata-Sign-a-Strategic-
Partnership-to-Grow-Digital-Commerce-in-Sri-Lanka).
Under this strategic partnership the management and business operations of wow.lk
was integrated with Daraz Sri Lanka, re-directing visitors to wow.lk to daraz.lk.
Daraz is part of global e-commerce giant Alibaba and presumably runs a business
model more suitable for e-commerce benefitting both shoppers and seller partners,
providing greater visibility for brands and a wider range of products to shop from
(https://archive.ceylontoday.lk/print-more/46392).
Entering the space seemed strategically aligned to Dialog’s Vision & Mission
statements of offering “empowerment & enrichment of Sri Lankan lives through
provision of technology enabled connectivity” (www.dialog.lk). The venture didn’t
live up to the expected synergistic goals likely caused by gaps in business model and
the operational set-up. Dialog being a large organization may not have been ideally
suited to manage a business that required quick on the move decision making and
expertise in dealing with large volumes of physical goods that can become obsolete
as well as logistics and after-sales challenges. Another question worth asking is if a
fairly unknown brand like wow.lk was worth the price Dialog paid (USD 3.4Mn).
Management Hubris could have played a big role in the original valuation of the
business. The move destroyed value instead of creating.
The story of Odel, the iconic local retail fashion brand is a famous one. As told many
times over, founder Otara Gunawardene started off selling factory surplus garments
and apparel to family and friends off the back of her car back in 1980’s
(https://newsin.asia/story-otara-gunawardene-founder-iconic-colombo-store-odel/).
It grew in stature and scale over the years becoming a chain of 20 stores across
Colombo including the flagship mall in Alexander Place (www.odel.lk). Odel was
floated as a PLC in 2010 becoming the first fashion retail business to be listed on the
Colombo Stock Exchange (https://www.businesstoday.lk/article.php?article=2720).
In 2014 Softlogic Holdings acquired a strategic stake of 44.5% of Odel PLC for LKR
2.7Bn (https://www.ft.lk/TOP-STORY/softlogic-shakes-up-retail-biz-with-odel-
buy/26-349800). The controlling shareholder of Odel at the time was Parkson Retail
Asia Ltd of Malaysia, which held 47.46% stake. In the following months in 2014
Parkson Retail divested their entire shareholding in Odel to Softlogic Holdings at the
price of Rs 22 per share amounting to a total of LKR 2.8Bn (https://www.ft.lk/Front-
Page/parkson-decides-to-exit-odel/44-360889).
Softlogic Holdings PLC’s subsidiary Odel PLC later in 2019 acquired the popular
local-grown fashion retail chain Cotton Collection Pvt Ltd for LKR 300Mn, a move
that can be considered good strategic fit that will serve to strengthen its presence in
the fashion retail market (https://www.themorning.lk/softlogic-acquires-cotton-
collection-with-an-eye-on-retail-space-dominance/.) With a multi-brand, multi-
channel business approach company plans to add more lifestyle brands and more
retail space cementing themselves as the leader in premium retail shopping and
lifestyle experience (https://www.businesstoday.lk/article.php?article=11259).
The acquisition of two well accepted fashion brands, Odel and Cotton Collection by
Softlogic fits very well with the overall company strategic direction and will be a
sure-fire approach to cement market dominance as well as derive operational
synergies. While the current economic downturn is not helping, once the Covid
pandemic situation is under wraps and tourism returns to some semblance of
normalcy Softlogic will likely begin to fully reap the benefits of these two deals.
According to company insider insights, the E-Channeling platform for all intentions
and purpose is an e-commerce platform that can be used to develop many future
revenue streams by adding other services to the platform. Hence the monetization
options of the acquired platform can be quite substantial. Working together with other
Sri Lankan telco players Mobitel has also the potential to take this platform to all Sri
Lankan mobile users through a range of new products and services not limiting to
health and medical services.
E-Channeling PLC is the pioneer software developer and ICT service provider to the
Healthcare industry. It is the first company in Sri Lanka to offer a complete
ecommerce-based service and the first public quoted technology company. E-
Channeling has consistently been part of the 100 top brands in Sri Lanka
(https://www.echannelling.com/Echannelling/company).
Given the brand strength and the user profile of E-Channeling, the valuation of LKR
732Mn seem more rational than what Dialog paid for wow.lk (USD 3.4Mn) many
years back. Mobitel can be expected to milk the brand further as more users embrace
e-commerce for health care, but how they will go about monetizing the generic
platform for other services remain to be seen. On the other hand, if Mobitel acquired
E-Channeling as a reaction to (instead of an actual market need) the launch of Doc990
by rival Dialog (a similar healthcare platform) is worth pondering over.
Being a horizontal merger, the primary objectives for Hutch Lanka was to strengthen
its market position continuing the operation under the brand name Hutch and also
reap operational synergies. The consolidation provided Hutch access almost
overnight to a suite of critical assets including spectrum, large pool of subscribers and
trained and experienced human resources
(https://www.lankabusinessonline.com/interview-our-aim-is-to-provide-a-better-4g-
experience-hutch-ceo/). Combined, the new network was expected to provide
markedly better contiguous coverage to subscribers of both Hutch and Etisalat than
they previously enjoyed
(https://www.dailynews.lk/2018/12/13/business/171185/hutch-invest-us-200-mn-
local-expansion). Contiguous coverage being a key industry driver the M&A was
projected to accelerate customer acquisition as well as drastically reduce subscriber
churn-out, two key challenges faced by Hutch at the time.
Operating under hyper competition and strict regulatory conditions, an organic path
to scale up operations and acquire new subscribers of similar number would have
taken Hutch several years. The M&A benefited all operators not only Hutch by
reducing the hyper competition in the industry
(https://www.fitchratings.com/research/corporate-finance/sri-lankan-telco-merger-
to-relieve-competitive-pressure-30-04-2018).
Both companies possessed heavy asset bases and the due diligence process therefore
was long drawn and the business dynamics and market conditions changed
considerably during this time. The operating environment has not been favorable
immediately post-acquisition with the Easter attacks in April 2019 followed by the
pandemic in 2020 & 2021 adversely impacting network and distribution mergers.
Post-merger integration of cultures and people were also not fully devoid of conflicts
and may have impacted performance. In this context all M&A objectives have not
been realized.
Dialog Axiata acquired 100% shares of H One (Pvt) Ltd in Jan 2021 through Dialog
Broadband Network (Private) Limited (DBN), a fully owned subsidiary of Dialog.
The transaction was expected to be at a price between LKR 300Mn to LKR 350Mn
but the final company announcement made no mention of the purchase price
(https://www.dialog.lk/dialog-axiata-to-acquire-h-one-srilanka-leading-microsoft-
solutions-provider).
(https://www.dailymirror.lk/business-news/BreadTalk-closure-put-off-due-to-
potential-investor-interest/273-208434).
RIL held net assets of 260Mn at the time of the transaction and disposed of it for Rs.
245Mn. Given that Bread Talk is a strong international brand with strong revenue
performance prior to Covid-19 crisis the valuation seems rational. With some tweaks
to the product offering and distribution model this would likely give the buyer
positive results.
4. CONCLUSION
Weighing in on the cases discussed in the article it can be expanded that each case
had its unique set of challenges and outcomes. While some succeeded, some failed in
meeting expectations reflected in the way the M&A have been negotiated, planned
and executed.
• Organizations that executed the deal with a “give” attitude gained more than
those that entered it with a “take” attitude (Martin, 2016). Martin goes on to
observe that an acquirer can improve its target’s competitiveness in four ways:
• Due diligence and valuation are lengthy, complex processes but critical to get
right. Research suggests that ignorance of potential problems in an acquisition is
one of the more common causes of failure in M&A. But learning about the target,
the task of due diligence, is very challenging (Bruner 2004). The long drawn due
diligence process of Hutch/Etisalat case impacted synergy calculation, synergy
realization and investment recovery time. It is likely that Dialog/wow.lk deal
failed due to inflated valuation even though it did seem to have strategic fit.
Ignorance of potential problems during due diligence and hubris likely paid a role
in the valuation.
• Strategic fit is a key success factor for M&A, like in the cases of
Softlogic/Odel/Cotton Collection, Dialog/H-One. But as was witnessed in the
same cases strategic fit alone is not adequate to make it work. Even though
Chatterjee (2007) says same industry M&A are less risky the Telco experience
seem to tell a different story.
The economic impact of the 2019 Easter attack followed by the crippling effects of
the global Covid-19 pandemic has delivered a double whammy across most industries
in Sri Lanka making M&A execution even more difficult. Within such a context we
can expect results from the more recent M&A to be delayed beyond the fact that
M&A objectives by design tend to be long term.
5. BIBLIOGRAPHY