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Bharat Financial-IndusInd Bank Merger Could Be A Win-Win For Both, Say Analysts

IndusInd Bank may benefit from Bharat Financial’s rural network, while the microfinance company could get access to low cost bank deposits.

A woman signs a register to receive a loan during a meeting organized by Bharat Financial Inclusion in Sadasivpet, India (hotographer: Adeel Halim/Bloomberg)
A woman signs a register to receive a loan during a meeting organized by Bharat Financial Inclusion in Sadasivpet, India (hotographer: Adeel Halim/Bloomberg)

The speculated merger between IndusInd Bank Ltd. and Bharat Financial Inclusion Ltd. would, if concluded, be positive for both companies, said analysts tracking the companies in a series of research reports released since the news was first reported. On February 2, ET Now said that IndusInd Bank was considering an all-stock acquisition of the microfinance lender, formerly known as SKS Microfinance. Both companies have declined to comment on the speculation.

In the event of a merger, IndusInd Bank will benefit from the access to Bharat Financial Inclusion’s rural client base, which will give the bank an opportunity to cross-sell its products. Bharat Financial, in turn, will benefit from a lower cost of funds and no cap on lending rates. Bharat Financial Inclusion had applied for a small finance bank licence but was denied one by the Reserve Bank of India when the in-principle approvals were granted in 2015.

Does The Merger Make Sense For IndusInd Bank?

A merger with Bharat Financial will allow IndusInd Bank to tap the rural market for deposits while also allowing them to expand the customer base for their loan products. Bharat Financial’s strong sales force network would be an added benefit. An additional advantage could come in the form of an increased proportion of priority sector loans (PSL). IndusInd could use the excess PSL portfolio to earn fee via the sale of PSL certificates, which is now permitted.

Besides microfinance is a high-RoA (return on assets) segment with strong growth opportunities, wrote Seshadri Sen, an analyst at JP Morgan in a report dated 2 February 2017.

We believe this would be a good strategic move for IndusInd Bank. It would give them a stronger presence in a profitable business that the management has been focusing on in the recent past. The drag from the near-term execution issues and clean-up costs would be a near-term risk; even though this is relatively less complicated than a merger of two banks.
Seshadri Sen, Analyst, JP Morgan

A potential merger would be RoA-accretive as even under a banking setup, Bharat Financial Inclusion’s RoA would be significantly higher than IndusInd Bank, said Sumeet Kariwala, an analyst at Morgan Stanley. “We think a deal, if confirmed, would be a net positive for IndusInd Bank’s fundamentals. An increasing share of MFI loans would be materially accretive for return ratios, ” he wrote in his note dated 3 February 2017.

According to Adarsh Parasrampuria, an analyst at Nomura, IndusInd Bank has been positive on the microfinance business and has said that it plans to ramp it up from current Rs 3,000 crore to Rs 10,000 crore in 3-4 years. According to Parasrampuria’s calculations, the share of microfinance loans would triple to 9 percent of the merged entity’s loan book if a merger took place.

Bharat Financial-IndusInd Bank Merger Could Be A Win-Win For Both, Say Analysts

What’s In It For Bharat Financial?

A possible merger with a bank will lead to a regulatory shift for Bharat Financial Inclusion. On the upside, the firm would be able to access low-cost deposits, and there would be no cap on lending rates. On the downside, it would need to maintain cash reserve ratio (CRR) and Statutory Liquidity Ratio (SLR) to meet regulatory requirements. However, Bharat Financials maintains 20-25 percent of its balance sheet in liquid assets, which would help it meet these requirements.

The return on equity (RoE) for Bharat Financial Inclusion will be higher under a banking setup, said Alpesh Mehta, an analyst at Motilal Oswal in a report dated February 7. He added that the merger would remove political risk for the microfinance lender.

In our view, under a banking setup, Bharat Financial can generate higher RoEs with the elimination of the need to carry excess liquidity (negative carry) which is required in day-to-day operations and first loss margins for off balance sheet, lower cost of funds (difference of ~400bp between IndusInd Bank and Bharat Financial), no cap on lending rates, higher leverage (10x v/s 5x now) and removal of political/regulatory overhang due to the diversified balance sheet. We believe these benefits should more than compensate for the negative carry of CRR and SLR on the expanded balance sheet.
Alpesh Mehta, Analyst, Motilal Oswal  

Bharat Financial Inclusion (erstwhile SKS Microfinance) has been keen to make the switch from a nonbanking financial company (NBFC) to a bank. However, it failed to get a small finance bank licence from the RBI in 2015. Ujjivan Financial Services Pvt. Ltd. and Equitas Holdings Ltd. were among the 10 entities who were granted the licence.

For microfinance firms that give tiny loans to low-income earners, the key incentive for converting into a small finance bank is the access they gain to deposits. They will also be able to offer a wider range of loan products to customers.

IndusInd Bank did not respond to an email from BloombergQuint.

In response to an email from BloombergQuint, a spokesperson for Bharat Financial Inclusion said the company will not comment on speculation of a possible merger with IndusInd Bank. When asked whether the company would apply for a banking licence on its own, the spokesperson said that it is yet to take a call.

We would be able to take a decision in this regard as and when the SFB (small finance bank) license window opens, based on our competitive position then. 
Spokesperson, Bharat Financial Inclusion

The Existing Relationship

This is not the first time that speculation of a merger between IndusInd Bank and Bharat Financial has cropped up. The two companies already have a tie-up in place which has prompted talk of a wider partnership.

Bharat Financial acts as a business correspondent for IndusInd Bank for its 100 branches in Bidar, Karnataka. Through this partnership, IndusInd meets Rs 700 crore of its priority sector lending targets. Bharat Financial also offers its borrowers micro recurring deposits through the partnership with IndusInd bank.

When asked whether this partnership would be extended, the spokesperson for Bharat Financial said such conversations are taking place in the normal course of business.

Internal discussions regarding strategic relations with any partner are ongoing and a routine part of our operations. The discussions are not material for disclosures yet.
Spokesperson, Bharat Financial Inclusion
Bharat Financial-IndusInd Bank Merger Could Be A Win-Win For Both, Say Analysts

At the current market price, IndusInd Bank (Rs 1,338 as of the close on Friday) trades at the financial year 2017-18 price to book value (P/BV) ratio of 3.46 based on Bloomberg consensus estimates. Bharat Financial Inclusion (Rs 868 as of the close on Friday) trades at 3.47 times FY18 P/BV ratio.

IndusInd Bank’s RoE stood at 16.14 percent in FY16 while that of Bharat Financial Inclusion was higher at 24.94 percent, according to Bloomberg.

A merger at current prices would not be dilutive to IndusInd Bank’s valuations, as both companies trade at similar FY18 multiples. Even if we assumed a 20 percent premium from Bharat Financials’ current price, book value dilution for IndusInd Bank would be only 3 percent, while EPS would not see any material dilution, as Bharat Financials’ RoEs are higher than those of IndusInd Bank.
Adarsh Parasrampuria, Analyst, Nomura
At the current prices, the merger would be earnings-neutral. The stocks trade at similar multiples – while Bharat Financial has a stronger RoE, the net impact on proforma financials is small given the relatively smaller size. The equity dilution would be 15 percent at current prices.
Seshadri Sen, Analyst, JP Morgan 

Morgan Stanley’s Sumeet Kariwala, in his note to clients on 3 February 2017, wrote that he estimates around 15-18 percent dilution assuming share swap at 0-20 percent premium. Earnings per share impact is seen at negative 0.9 percent to 1.7 percent.