In our view, the key observation from the recent CIMB-RHB-MBSB merger proposal is that M&A multiples are falling. Retain NEUTRALsector call. We believe acquirers are no longer willing to pay significant premiums above book values as more stringent capital requirements and lack of excess capital mean local banks can no longer leverage up for M&As. Instead, equity-funding M&As are putting pressure on ROEs. This report sets out three observations from the recent CIMB-RHB-MBSB merger proposal.
Observation #1: Acquisition multiples are falling. The share swap exercise under the proposed CIMB-RHB–MBSB merger values CIMB at 1.7x P/BV while RHB is valued at a P/BV of 1.44x. From Figure 1 below, we note that bank M&A multiples in recent years have generally been trending down. We believe this is due to a combination of declining returns and, in particular, more stringent capital requirements. Malaysian banks do not have excess capital and hence, will not be able to rely on leverage to boost ROEs via M&As. Rather, the need to fund acquisitions with equity means that major acquisitions are likely to be ROE-dilutive, in the absence of synergies.
Observation #2: Cost synergies – key to value creation. Given the growth and expansion by Malaysian banks over the years, we believe there would be a fair amount of overlaps and duplications when bank ing groups merge. Therein, however, also lies the potential to realise synergistic benefits, especially on the cost side for the commercial banking business. Using a Maybank (MAY MK, BUY, TP: MYR11.00) –AMMB (AMM MK, BUY, TP: MYR8.00) combination as illustration, our numbers suggest that cost synergies could add as much as 6% to the enlarged entity’s net profit and +80bps to ROE.
Observation #3: Deal structure can make a difference on ROEs. We illustrate in this report a case of a smaller, lower ROE entity acquiring a larger, higher ROE entity and show that it is possible for an acquisition to be ROE accretive, at least, on paper, due to accounting rules. In substance, however, the deemed acquirer (ie larger entity) would still experience a dilution to ROEs.
Forecasts. No change to our earnings forecasts.
Investment case. While we believe M&A multiples are unlikely to return to levels seen in the past, we still see room for a re -rating in stockspecific prices amid M&A news flow. Current valuations of bankingstocks appear decent to us, especially post the recent market correction. That said, timing is typically not easy to predict. Fundamentally, we remain NEUTRAL on the sector with Maybank and AMMB as our BUYS.
Banking sector consolidation: Three observations
In this report, we set out three observations from the recent CIMB-RHB-MBSB merger proposal. We then survey the banking landscape to identify potential M&A candidates and apply the observations for illustrative purposes. Recap of the CIMB-RHB-MBSB merger proposal. To recap, the CIMB-RHB-MBSB merger proposal involves a share swap between CIMB (CIMB MK, NR) and RHB (RHB MK, NR) at an exchange ratio of 1 RHB share for 1.38 CIMB shares. This is based on a benchmark price of MYR7.27/CIMB share (or 1.7x P/BV) and MYR10.03/RHB share (or 1.44x P/BV). In tandem, CIMB Islamic, RHB Islamic and MBSB (MBS MK, NR) will merge to form a mega-Islamic Bank. The proposed consideration for the acquisition of MBSB’s assets and liabilities is MYR2.82/MBSB share (1.9x P/BV).
Observation #1: Acquisition multiples are falling
M&A multiples have been on the decline recently. From Figure 1 below, we note that bank M&A multiples in recent years have been trending down. As mentioned above, the share swap exercise values CIMB at 1.7x P/BV while RHB is valued at a P/BV of 1.44x. Prior to this, the HL Bank-EON Capital deal (2010) was transacted with EON Cap being valued at 1.4x book.
Capital and falling returns likely causing the decline. In our view, the key reasons for the downtrend in acquisition multiples of late is due to a combination of: i) more stringent capital requirements; and ii) declining returns.
Malaysian banks are not carrying excess capital and hence, need to finance acquisitions with equity. Malaysian banks have spent the last few years shoring up capital, eg rights issue, private placement, dividend reinvestment plan, due to the more stringent capital requirements that banks have to adhere to under Basel III.While current capital levels largely appear adequate, they are not in excess and still lower than the capital levels of peers in Singapore. Hence, for any sizeable M&As, Malaysian banks will need to fund the bulk of the acquisition cost with equity to ensure that capital levels do not get eroded significantly. The combination of: i) financing acquisitions with equity as compared to the use of leverage; ii) paying above book value for M&A, given that Malaysian banks are generally trading above 1x P/BV; and iii) ROEs of banking groups are rather similar, ie 12-14%, we think it would generally be a challenge for banks to do an ROE-accretive acquisition.
Meanwhile, sector return on assets (ROAs) is likely to have peaked. Secondly, ROAs for banks have peaked and we expect them to trend down ahead. Two factors causing the downtrend are net interest margin (NIM) compression and normalisingcredit cost. While NIMs have been on a decline for a while now, this was more than compensated for by falling credit costs, thus, lifting ROAs. We see a reversal in this trend as credit cost moves towards more normalised levels ahead and this would exert pressure on banks’ ROAs.
Overall, trend of declining acquisition multiples likely to stay. Thus, due to a combination of the need to preserve capital, manage ROEs and falling returns, we believe these will keep a lid on book value multiples that potential acquirers are willing to pay for and the trend of declining acquisition multiples will likely remain going forward. This is notwithstanding the shrinking number of domestic banking groups.
Looking back at the HL Bank-EON Bank experience, this was widely viewed as a good deal for HL Bank from the perspective of valuations, among others. In addition, the MYR5bn acquisition of EON banking group was only part funded by equity, ie via a MYR2.6bn rights issue. While there was an uplift in ROE post acquisition, ROEs have since trended below pre-acquisition levels.
Observation #2: Cost synergies – key to value creation
Duplications and overlaps among Malaysian banks provide opportunities for cost rationalisation in M&As. Given the growth and expansion by Malaysian banks over the years, we believe there would be a fair amount of overlaps and duplications when banking groups merge. Therein, however, also lies the potential to realise synergistic benefits, especially on the cost side for the commercial banking business.At CIMB’s recent analyst briefing on the proposed CIMB-RHB-MBSB merger, management expected 86% of synergies from the merger to come from cost while revenue synergies would only make up 14% of the total. The realisation of synergies should help to, at least, cushion the dilutive impact on ROE and, possibly, lead to further shareholder value creation.
Taking a look back again at the HL Bank-EON Bank deal, HL Bank had guided for total synergies of MYR400m over a three-year period, 55% of which were related to cost synergies. As a proportion of combined overheads, the expected cost synergies were about 12%. Meanwhile, the integration cost guided then was MYR200m or 91% of expected cost synergies. We use these broad numbers in our illustrations below (see Figures 13-20) to show how synergies can help create value, if successfully realised.
Observation #3: Deal structure can make a difference, on paper
Putting aside the difference in shareholder approval threshold required for the acquisition or sale of assets and liabilities if an entity, the deal structure in certain instances may be able to make a difference on ROEs. We set out in Figures 17-19 below an example of a smaller, lower-ROE entity acquiring a larger, higher ROE entity and show that it is possible for an acquisition to be ROE-accretive – at least, on paper due to accounting rules. In substance, however, the deemed acquirer (ie larger entity) would still experience a dilution to ROEs.
As mentioned above, banks will need to raise equity to fund significant acquisitions these days. Between raising equity via a rights issue and a straight share swap, we show below that a rights issue would be more dilutive on EPS and book value per share (BVPS) as compared to a share swap. This is because rights shares tend to be issued at a discount to market prices (ie more shares need to be issued) whereas in a share swap, shares tend to be swapped at or close to fair values (ie fewer shares issued). However, the impact to ROE and valuations under both fundraising methods is the same.
Who’s next?
AMMB – a potential M&A candidate in the next round? Lately, the press has speculated that AMMB could be the next M&A candidate. According to reports, Australia and New Zealand Banking Group (ANZ) (ANZ AU, NR) may look to sell down assets in Asia due to the need to bolster its capital levels, among others. Other potential M&A candidates that have been mentioned before include Public Bank (PBK MK, NEUTRAL, TP: MYR19.85) and Alliance Financial Group (AFG) (AFG MK, NEUTRAL, TP: MYR4.95).
If reports are accurate that ANZ is looking to dispose of its stake in AMMB, we believe Maybank could be interested in the deal. We do not discount the possibility that Affin (AHB MK, NEUTRAL, TP: MYR3.50) may also enter the fray, as we believethat it remains interested in scaling up its operations. We set out below possible structures that a Maybank-AMMB deal and Affin-AMMB deal may occur, although the emphasis here is to provide investors with an illustration of the observations above.
Maybank-AMMB – reclaiming the no. 1 spot
Maybank-AMMB combination to reclaim market share top spot. The combination of Maybank-AMMB would fortify Maybank’s domestic presence and see the enlarged group regain its position as the largest banking group in the country with total assets of MYR709bn (13% larger than the combined CIMB-RHB-MBSB group). Within Asean, it would rank fourth, behind the Singapore banks.
The enlarged Maybank-AMMB entity would also become the market leader in a number of retail segments domestically, bringing Maybank closer towards its aspiration of becoming the undisputed top retail financial services provider in Malaysia by 2015.
Apart from the above, AMMB’s lack of a regional presence should mean less overlaps and complications for Maybank, although all these would have to be balanced against factors such as AMMB’s weaker deposit franchise (relative to Maybank), among others.
We set out below in Figures 13-16 our estimated impact of a Maybank-AMMB scenario. Some key takeaways from our analysis are as below:
Affin-AMMB – how a ROE-accretive acquisition may be structured
Smaller bank buys bigger bank to lift ROEs. The Affin-AMMB deal below serves as an example as to how a deal structure may still lead to ROE accretion, if certain conditions are met. As mentioned above, pre-requisites are: i) a smaller, lower-ROE entity – in this case, Affin (market capitalisation of MYR4.8bn and FY15F ROE of 8.9%), ii) a larger, higher-ROE entity, ie AMMB (market capitalisation and FY16F ROE of MYR20bn and 13.8% respectively), and iii) a deal structure which sees Affin acquiring AMMB. Affin would be the legal acquirer, but in substance and for accounting purposes, AMMB would be the deemed acquirer.
Based on the reverse-acquisition accounting treatment for the acquisition, our analysis suggests that the enlarged entity could see ROE rise to 12% from our current projection of 8.9% on a standalone basis, excluding synergies. Including synergies, ROE rises further to an estimated 13.2%. If these materialise, Affin’s share price should see a significant rerating from current levels, where it only trades at a 2015 P/BV of 0.7x.
From the perspective of the deemed acquirer, ie AMMB, the acquisition would beROE-dilutive – from the currently-projected 13.8% to 12% (13.2%, after synergies). This is consistent with what we mentioned above, about the difficulties in enhancing ROEs via M&As.
Other potential M&A candidates?
Other potential M&A candidates that have surfaced in press reports include AFG and BIMB (BIMB MK, NEUTRAL, TP: MYR4.70), with Maybank touted as a potential suitor. As mentioned above, the purpose of this report is to provide investors with an application of the observations above. Hence, we do not go into details regarding a Maybank-AFG or a Maybank-BIMB potential deal.
Nevertheless, some quick thoughts:
Forecasts
We make no change to our earnings forecasts.
Risks
The risks include: i) slower-than-expected loan growth. This could be caused by business lending activities remaining muted and/or household lending growth decelerating in a sharper-than-expected manner due to the various regulatory measures imposed to rein in household debt, ii) weaker-than-expected NIMs, which may stem from dilution in average lending yields and/or rising funding cost, iii) a deterioration in asset quality, and iv) adverse market conditions that may crimp markets-related non-interest income.
Valuations and recommendations
While we believe M&A multiples are unlikely to return to levels seen in the past, we still see room for a re-rating in stock-specific prices amid M&A news flow. Current valuations of banking stocks appear decent to us, especially post the recent market correction. AMMB has been in the spotlight in recent weeks as a M&A candidate. While plausible, we highlight that the timing of a deal like this is typically not easy to predict.
Fundamentally, we remain NEUTRAL on the sector. For big-cap stocks, our pick is Maybank, which offers investors a well-balanced exposure to both the retail andcorporate segments, and is also a major beneficiary when capital markets pick up again. In our view, dividend yields are attractive while valuations are also decent. Among the mid-sized banks, we like AMMB for its focus on profitable and viable segments, healthy current account savings account (CASA) growth and efforts to grow recurring non-interest income. AMMB’s ROA is the highest among the domestic banks under our coverage. Finally, the full synergistic benefits from the recent Kurnia and MBF Cards acquisitions should start to be felt in FY16F.
Source: RHB
Created by kiasutrader | Jun 14, 2016
Created by kiasutrader | May 05, 2016