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    HDFC BANK

    AND

    CENTURION

    BANK OF

    PUNJAB

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    BASICS

    What is merger?

    What is Acquisition?

    Why merger and Acquisition ?

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    Special about the topic

    HDFC bank acquire CBOP

    28th February 2008

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    HDFC BANK

    Promoted by HDFC in 1995

    11 million customer

    Branches

    Earnings

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    MANAGEMENT

    Aditya puri

    Managing Director

    Mr. Harish Engineer

    Mr. PareshSukthankar

    Mr. KekiM.Mistry

    Mr. CM Vasudev

    Dr. Pandit PalandeMr. Ashim Samanta

    Mrs. Renu Karnad

    Managing Director Directors

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    CENTURION BANK OF PUNJAB

    Formed in 2005

    Customer Strength

    Branches

    Earnings

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    MANAGEMENT

    Riana Talwar

    Y KModi Kamlesh Vilkamsey

    S V Venkiteswaran

    K K Abdul Razak

    Anju Kumar S K Jain

    Managing Director Directors

    Mr. SailendraBhandari

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    KEY BUSINESS PARAMETERS

    HDFC BANK CBOP

    Branches (Nos) 754 394

    ATM (Nos) 1906 452

    Customer a/c 10 2

    Debit card 5 1.1

    Credit cards 3.2 0.2

    (figures are in million)

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    WHYMERGER- HDFCAND CBOP

    Increase in HDFCs advances and deposits by 20 %

    Expected increase in banks branch network from 754 to 1148

    branches.

    The employees are highly talented and efficient

    The CBOP bank has strong leadership in market

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    WHYMERGER-CBOP

    Premium valuation of CBOP

    Increase in CASA ratios of CBOP

    Technological benefits

    Ability to deliver world class service with rapid response

    time

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    MAJOR ISSUES INVOLVED

    Valuation of CBOP is critical as HDFC will have to pay 1/3rd of values getting from its own branches

    CBOP has workers union inherited from lord Krishna

    Bank where as HDFC has worked under union freeenvironment

    CBOP- low cost of operations and low cost of products

    HDFC- more universal and sophisticated

    More positives than negatives and merger was on righttrack

    A friendly merger

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    AWIN-WIN SITUATION

    Both companies have strong points.

    The deal will increase footprint and asset holding.

    Network concentration in different parts

    CBOP has 170 branches in north and 140 in south region whereas HDFC has 250 in north and 150 in south

    The HDFC has net margin of 4.3 % and CBOP has 3.6 %

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    The CASA ratio stands at 50.9% for HDFC and 24.5% forcbop

    The capital adequacy for HDFC Bank stands at 13.8% asagainst 11.5% for CBoP.

    CBOP has good amount of foreign holding

    Advances: cbop has 15000 crores and hdfc has 71500crores.

    Deposits: 20000 crores with cobp whereas 100000 crorewith HDFC

    On financial parameters the merger would create strongbanking entity

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    AFTERMATH OFMERGERNetwork expansion

    -Network expansion in terms of state wise branches

    -Dominance in areas of two-wheelers, mortgages, personal loans and

    commercial vehicles.

    HDFC have emerged as biggest private banks in terms of branches

    Positive aspects of merger

    Negative aspects of merger

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    The CASA ratio stands at 50.9% for HDFC and 24.5% forcbop

    The capital adequacy for HDFC Bank stands at 13.8% asagainst 11.5% for CBoP.

    CBOP has good amount of foreign holding

    Advances: cbop has 15000 crores and hdfc has 71500crores.

    Deposits: 20000 crores with cobp whereas 100000 crorewith HDFC

    On financial parameters the merger would create strongbanking entity

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    MAJOR BENEFITSACCRUED

    Region wise distribution

    reach:

    Particulars CBOP HDFC

    Metro 127 287

    Non- metro 267 467

    Metro

    proportion

    32% 38%

    Non-metro

    proportion

    68% 62%

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    Complementary overlay

    Higher productivity to help HDFC bank to bring down cost toincome ratio.

    Strong and experienced management team would add tointernational business

    Performance improvement and benefits to accrue over mediumterm

    HDFC CBOP

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    POST MERGER SCENARIO

    Retail segment would continue to be main focus

    Post merger the HDFCs stake was expected to fall by18.7%

    Issue of 26.3 million share to maintain its 23.28%

    stake HDFC was to infuse 39 bn to maintain ownership

    CBoP with weaker asset profile with net NPAs of1.6% as against 0.4% for HDFC Bank. Going forward,HDFC Bank (combined entity) would aim to maintain

    its NPA profile at these levels, which would require acharge of ~Rs2bn.

    In addition, it is expected that HDFC Bank wouldprovide for another Rs1.5bn towards any potentialNPAs.

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    POST MERGER SNAPSHOT RSMNParameters HDFC CBOP Merged entity

    Branch 754 394 1148

    ATM 1906 452 2358

    Deposits 993869 207100 1200969

    CASA ratio% 51 25 46

    Share capital 3541 1873 4301

    Net Worth 113584 19633 225742

    Total Assets 1,314,395 254039 1660959

    PAT 11415 1214 12629

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    GROWTH IN PAT

    Post merger in FY 09 PAT rose from 15902 to

    22450 rs mn

    EPS also increased from 44.9 rs to 52.8 rs.