Case 020M&A strategyCore
A cement company needs new capacity. Building a plant is cheaper but takes two years; buying a rival's plant earns from day one. Compare the two on value and timing and give the board a view.
1The situation
Tarkesh Cement needs 2 million tonnes of extra capacity to keep its share in a growing region. It can build a new plant for Rs 1,400 crore, spending Rs 700 crore now and Rs 700 crore at the end of year 1, with EBITDA of Rs 200 crore a year from year 3.
Or it can buy a rival's operating plant of the same size for Rs 1,800 crore, paid now, which earns Rs 200 crore of EBITDA from year 1. Tarkesh's WACC is 11%. Assume both plants then run for the same long life, and use EBITDA as a stand-in for cash flow.
2Your task
Which option is worth more, by how much, and what would change the answer? What do you tell the board?
Quick check
Buying costs Rs 400 crore more on the headline. In today's money, is the premium larger or smaller than that?
Worked solution
Try it on paper, then open one step at a time.
30-second answerThe answer to give first
On these numbers building is worth about Rs 127 crore more, but the margin is thin enough that a one-year delay would flip it. Buying costs about Rs 469 crore more in today's money and buys two extra years of EBITDA worth about Rs 343 crore. A build that slips a year loses Rs 146 crore of value, more than its lead. Tell the board: build, if the region can wait and the project is well controlled; otherwise the premium buys certainty worth paying.
Step 1What exactly does the premium for buying pay for?
Time and certainty. Both options end with the same plant earning the same Rs 200 crore a year; the only differences are what you pay, when you pay it, and when the earnings start. So compare just those differences, rather than valuing two whole plants. It is like choosing between building a house and buying a finished one next door: the finished house costs more, but you stop paying rent two years sooner.
Step 2What do the numbers say?
Cost first. Building is Rs 700 crore now plus Rs 700 crore in a year, worth Rs 1330.6 crore today. Buying is Rs 1,800 crore now. The premium for buying is about Rs 469 crore, and what it buys is EBITDA in years 1 and 2, worth Rs 200 crore over 1.11 plus Rs 200 crore over 1.11 squared, about Rs 343 crore. Building comes out ahead by about Rs 127 crore.
| Rs crore, today's money | Build | Buy | Difference |
|---|---|---|---|
| Cost | 1,330.6 | 1,800.0 | (469.4) |
| EBITDA in years 1 and 2 | 0.0 | 342.5 | 342.5 |
| EBITDA from year 3 on | same | same | 0.0 |
| Build ahead by | 126.9 |
Step 3What would change the answer?
Run the risks that sit only on the build side. A one-year delay pushes Rs 200 crore of EBITDA from year 3 into the future and costs about Rs 146 crore, more than the Rs 127 crore lead; a cost overrun of about 10% wipes the lead out too. Greenfield cement plants face land, permits and equipment delivery, so neither is unlikely. Two points cut the other way: real cash flow is EBITDA less tax and maintenance capex, which shrinks the value of the two early years, and an acquired plant is older, so it may need more maintenance and have a shorter life. At 75% cash conversion, the build lead grows to about Rs 212 crore.
Then the strategic point the numbers cannot hold: if a rival will add capacity in the region within two years, buying the plant now both adds Tarkesh's capacity and removes a competitor's, and the price of the market share lost while building could exceed the whole difference. The board recommendation should say which of these the decision hangs on, not just which number is bigger.
Where candidates lose it
The common error is comparing Rs 1,400 crore with Rs 1,800 crore and declaring building Rs 400 crore cheaper. That ignores both the timing of the build spending and the two years of earnings the bought plant delivers.
The second miss is treating the build timetable as certain. A build case that looks better by Rs 100 crore but loses Rs 146 crore for each year of delay is a judgement about execution, and the board needs to hear that.
What the interviewer asks next
- What price for the rival's plant would make Tarkesh indifferent?
- How would you value the rival's lost capacity as part of the acquisition case?
- The acquisition can be paid half now and half in two years. Does that change your view?
Company names and figures are illustrative.
