Like financial institutions the world over, Taiwan's banks are
feeling the strains of the global recession. But this downturn is
shaping up as a watershed event for Taiwan's NT$30 trillion banking
sector.
Even before the sharp slowdown hit Taiwan's export-driven economy,
merger pressures were building. With 70 banks serving a population
of just 22 million, the industry is highly fragmented, balance
sheets are weak, and profit margins are among Asia's lowest.
Potential acquirers have plenty of reasons to take a close look.
Regulators have made clear that they will direct local banks to
merge. Multinational banks and some private equity firms are
pondering their options to enter Taiwan, build on an existing
position or. in some cases, withdraw. And just last month, the
finance ministry eased rules that will allow Mainland financial
institutions to acquire stakes in Taiwan's state-owned
banks.
But as corporate activity picks up during a period of economic
turbulence, Taiwan bank acquirers need to be mindful of four
time-tested rules:
1) Start with a sound investment thesis. Taiwan looks to
be a target-rich environment for acquisitions. Depressed equity
prices have reduced price-to-book ratios, making Taiwan banks look
like relative bargains. Smart acquirers, however, focus not just on
the deal's price but on its rationale.
They begin with a well-formulated understanding of the distinctive
capabilities and assets that set them apart from the competition in
a specific transaction and would enable them to generate superior
returns or justify paying a higher price. For example, some
would-be acquirers will be eyeing potential acquisition candidates
as a way to quickly expand their subscale networks. Others may
focus on opportunities to increase the cross-sale of products and
services, take advantage of cost synergies, or further build
strengths in particular products or customer segments. Whatever
their motivations, acquirers may cast a wide net, but should pursue
only acquisition targets they can get to know intimately. They also
focus on identifying the right-size deals, ideally beginning with
smaller transactions and building up to larger ones as they develop
their expertise. A study by Bain & Company found that large,
one-off transactions are harder for inexperienced acquirers to
digest, greatly increasing the likelihood of failure.
2) Know when to walk away. Successful dealmakers carefully
build a bottom-up view of their target company to determine its
stand-alone value. But they also actively look for potential
problems that would cause them to walk away before the deal is
consummated.
Potential acquirers of Taiwan banks should heed several watch-outs
that could be deal-killers, including asset quality, key management
defections or weakening customer loyalty and retention. Acquirers
should also stay closely attuned to governance issues; many private
banks are family owned with strong corporate identities that could
clash with acquirers' organizations. Government policies, too, are
still a complex work in progress. For example, the government is
proposing measures that would reduce and cap certain lending
interest rates, potentially undermining an already fragile source
of profits.
3) Integrate where it matters. Even before the deal is
done, acquirers pivot quickly and begin acting like owners. Every
integration project-like every merger-is different, revolving
around such critical issues as identifying operations that most
urgently need to be combined, shoring up relationships with most
important customers, and retaining key employees.
A survey by Bain & Company of 250 global business executives
found that failure to pay sufficient attention to the right
integration issues are a major source of problems in fully
two-thirds of all consummated deals. That's why seasoned acquirers
set up a dedicated merger-integration team to plan and work on the
highest-priority integration tasks, enabling the rest of the
organization to get on with running the business, freed from
post-merger distractions.
4) Expect the unexpected. Successful acquirers establish a
merger integration steering committee, put strong early-warning
systems in place to track key financial and operating measures, and
respond rapidly to even the faintest distress signals.
In today's tumultuous environment, bank balance sheets can take
sudden and dramatic hits. With their capital adequacy bumping up
against legal limits, several Taiwan banks are highly vulnerable.
According to one recent analysis, a one percentage point rise in
non-performing loans this year would wipe out 84% of Taiwan banking
industry profits. Inattentive acquirers could find themselves on
the line to make big equity infusions. And competitors will use any
distractions to lure away key customers and staff. Acquirers need
to be prepared for these contingencies from the very start and
formulate plans to quickly mitigate the risk.
Challenging even in the best of times, Taiwan's crowded banking
market harbors hidden perils with the economy in tumult. Only
acquirers who are alert to the many pitfalls as well as its
potential opportunities will emerge as winners.
Nick Palmer is a partner with Bain & Company, based in Hong
Kong. Keng Koay is a manager in Bain's Hong Kong office.
Article was published on FEER.com and is reprinted with
permission.