Case 011Capital allocation and corporate actionsCore
Serovan Pharma holds Rs 4,000 crore of net cash and trades at 25x earnings. Rank three uses of the cash: a buyback, an acquisition at 15x EBIT of a business earning a 12% return on capital, or a special dividend.
1The situation
Serovan Pharma earns Rs 1,600 crore after tax, including Rs 210 crore of after-tax interest on Rs 4,000 crore of net cash earning 7% before tax. There are 50 crore shares, so EPS is Rs 32.00, and at 25x the shares trade at Rs 800, a market value of Rs 40,000 crore. Your own valuation of the operating business, excluding cash, is Rs 36,000 crore, so you think the shares are fairly priced. Serovan's cost of capital is 11% and tax is 25%.
The board has three options for the cash: buy back shares at Rs 800; buy a smaller drug maker for Rs 4,000 crore, 15x its EBIT, a business that earns a 12% return on its own capital and grows 5% a year; or pay a special dividend of Rs 80 a share.
2Your task
Rank the three on value per share, not EPS, show why the rankings differ, and say what the tax treatment changes.
Quick check
Which option raises Serovan's EPS the most, or cuts it the least?
Worked solution
Try it on paper, then open one step at a time.
30-second answerThe answer to give first
On value, the buyback and the special dividend tie at no change before tax, and the acquisition is last, losing about Rs 41 a share. The acquisition earns 5% after tax on its Rs 4,000 crore price against an 11% cost of capital; the 12% return is on the target's own books, not on what Serovan pays. On EPS the order reverses, which is why EPS is the wrong test. Tax decides between the buyback and the dividend.
Step 1Why does EPS rank the options the wrong way round?
Suppose you move money from a fixed deposit paying 5% after tax into a shop that returns 5% on what you paid. Your monthly income barely changes, so it looks fine, but you now carry a shop's risk for a deposit's return. EPS compares the new income with the old; value compares the return with what that risk of capital should earn. Serovan's cash earns 5.25% after tax. The acquisition earns 5.0%: EBIT of Rs 266.7 crore, one fifteenth of the price, less tax. That keeps EPS nearly flat, but 5% is far below the 11% an operating business must earn.
Step 2What does each option do to value per share?
Take the operating business at your Rs 36,000 crore. A buyback retires 5 crore shares at Rs 800, leaving Rs 36,000 crore across 45 crore shares: still Rs 800 a share, because you bought at fair value. A special dividend hands each holder Rs 80 of cash and leaves Rs 720 of shares, also Rs 800 before tax. The acquisition is worth about Rs 1,944 crore on its cash flows, NOPAT of Rs 200 crore less the reinvestment 5% growth needs at a 12% return, discounted at 11%, so Serovan pays Rs 4,000 crore for about Rs 1,944 crore. Value per share falls to about Rs 759.
| Option | EPS, Rs | EPS change | Value per share, Rs |
|---|---|---|---|
| Keep the cash | 32.00 | 800.0 | |
| Buyback at Rs 800 | 30.89 | -3.5% | 800.0 |
| Special dividend of Rs 80 | 27.80 | -13.1% | 800.0 |
| Acquisition at 15x EBIT | 31.80 | -0.6% | 758.9 |
Step 3What decides between the buyback and the dividend?
Two things. First, price against value: a buyback creates value for the shareholders who stay only if the shares are bought below what they are worth. At your Rs 800 it is neutral; if you valued the operating business at Rs 40,000 crore, the buyback would add about Rs 9 a share, and if at Rs 32,000 crore it would lose value. Second, tax. India has changed how dividends and buybacks are taxed more than once in recent years, and the answer depends on the shareholder's own tax position, so state the framework, that each route is taxed differently in the holder's hands, and confirm the current rules before ranking them.
Close with the principle an interviewer is listening for: judge a use of capital by its return against the cost of capital, then by price against value, and only last by what it does to next year's EPS.
Where candidates lose it
The trap is ranking by EPS accretion, the number a board presentation usually leads with. It puts the value-destroying acquisition first because it replaces interest income almost rupee for rupee.
The second miss is reading the 12% return on capital as Serovan's return. The target earns 12% on its own book capital; Serovan earns only about 5% on the Rs 4,000 crore it would pay.
What the interviewer asks next
- At what EBIT multiple would the acquisition be value neutral for Serovan?
- The shares fall to Rs 650 with no change in the business. How does the ranking change?
- Why might a board still prefer the acquisition, and what would you ask to test that reason?
Company names and figures are illustrative.
