Detailed narrative
Composite Scheme of Arrangement Overview
Gabriel India's Board has approved a composite scheme of arrangement to realign its corporate structure. This involves the merger of Anchemco into AIPL, followed by the demerger of Anchemco and investments in ACYM, Dana Anand, and Henkel Anand from AIPL into Gabriel India. Subsequently, Gabriel India will issue shares to AIPL's shareholders, with a swap ratio of 1,158 shares of Gabriel for 1,000 shares of AIPL. The process is expected to take 10-12 months, subject to regulatory approvals.
Strategic Rationale and Vision 2030
The scheme is a meaningful step towards Gabriel Group's strategic vision, aiming for a group revenue target of INR50,000 crores by 2030. Gabriel India is positioned as the vehicle for future growth, transforming from a single-product suspension manufacturer to a diversified technology-driven mobility solutions provider. This move aims to unlock synergies, enhance competitive edge, mitigate concentration risk, and expand the customer base, leveraging global partnerships and shared resources.
Acquired Entities and Their Contribution
The consolidation integrates four entities: Anchemco India (INR330 crores revenue, 12% EBITDA margin), Dana Anand (INR2,700 crores revenue, 16% EBITDA margin), Henkel Anand (INR900 crores revenue, 26% EBITDA margin), and Anand CY Myutec (INR200 crores revenue, 12% EBITDA margin). These entities collectively add approximately INR4,000 crores in revenue to Gabriel's current INR3,500 crores plus, representing about 40% of the group's value.
Financial Impact and Shareholding
The scheme is expected to accelerate profitable growth, improve margins, and deliver a significant earnings per share (EPS) accretion of INR7 per share for FY25, representing a 40% accretion on a current scale basis. Post-merger, the promoter shareholding in Gabriel India will be 63.5%, with public shareholding at 36.5%. The valuation for the transaction is based on an EV/EBITDA multiple of slightly less than 8x.
Market Share and Synergies
The consolidation aims to enhance Gabriel's market presence across various segments. Anchemco offers significant scope for market share improvement by leveraging Gabriel's OEM strength and aftermarket network. Entities like Dana Anand, Henkel Anand, and Anand CY Myutec are considered market leaders in their respective segments, with some having 30-40% market share. Synergies are expected from aluminum forging for light weighting, applicable across EV and ICE, and leveraging Gabriel's aftermarket network for Anchemco's products.
Future Growth and EV Strategy
Gabriel India's strategy is product-agnostic, not solely focused on EVs, given the nascent and rapidly evolving nature of the EV market. However, the company is open to exploring opportunities in the EV value chain, particularly in light weighting. The scheme will lead to a more balanced product portfolio, strengthening Gabriel's presence in passenger cars and commercial vehicles, while also seeking opportunities to grow its 2-wheeler business. The company remains open to both domestic and international growth opportunities, evaluating each for stakeholder value.