3 days ago
The inside story of how Parth Jindal came from behind to win the biggest prize of his career: Akzo Nobel India
Sometime around mid-May, a confident Parth
Jindal
was just about to pop the champagne he had just received as a gift from a senior official, almost certain that he had outbid competition to snap up his biggest prize to date --- the India business of Dutch major
Akzo Nobel NV
. A sudden message from the same official, also in the thick of the deal, threw him off kilter within 24 hours.
It read: 'Twist in the Tale.'
A revised counter, higher in value than
JSW
by around 7-8%, was sent directly to the supervisory board of Akzo Nobel NV in Amsterdam by the consortium of PE group Advent International and Indigo Paints, the other serious contender. Jindal, by then, already had improved his initial binding offer and was in pole position.
The board was also made aware of the Supreme Court's decision from earlier that month rejecting the Rs 19,700 crore resolution plan submitted by
JSW Steel
for
Bhushan Power and Steel
Ltd. (BPSL) in 2019 and directed the initiation of liquidation proceedings.
Suddenly what seemed like a slam dunk was not so straight forward for both Jindal and his counterpart
Greg Poux-Guillaume
- CEO, Akzo Nobel NV.
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ET spoke to multiple people to piece together how Jindal came from behind to snap up the business, as twists and turns and backroom negotiations made the paints M&A even more colourful than it seemed on canvas. Several spoke off the record as the negotiations were in private domain.
An Indophile, Guillaume was very familiar with the Jindal family and their businesses. In his earlier stints in the power grid and industrial air pollution sectors with Sulzer, GE-Alstom Grid Solutions Business, he dealt and even visited JSW Steel's flagship Vijayanagar plant as a key supplier.
There was also another connection: Between 2009 and 2011, Guillaume had also spent time in private equity at CVC Capital Partners as a Senior MD. The son of CVC's co-founder Rolly van Rappard was Parth's roommate for two years at Harvard Business School. 'So when he did a reference check on us, he heard things from him as well,' Jindal told ET.
'I've always been a fan of the Jindal family. There are a few successful Indian industrial families that are true entrepreneurs and stand out for having the same values,' said Guillaume. 'It's not just business acumen.'
But when a board-run MNC has decided to exit a market as part of a global portfolio rejig, no professional CEO can ride rough shots over the board and ignore the best price on the table. 'Value is important since we have a fiduciary duty to our shareholders to extract the best value out of this transaction, but finding the right home for the business and having the right long-term partner is also invaluable,' he added.
In Mumbai, at the JSW HQ, the key members of 'Project Lakshmi' -- the internal code name – including Sundaresan Arumbakkam, Joint MD and CEO of
JSW Paints
, and Parth Jindal had to immediately put on war paint and go into a huddle with their external deal advisors from
Morgan Stanley
as well as Jindal family's most trusted hand, Seshagiri Rao, former Group CFO, currently an advisor.
ALL OR NOTHING
Since January, Jindal had made his intentions clear. Akzo was the 'transformative deal' for his 6-year old paints venture that till date has only seen a middling growth while late entrants like Birla Opus from Grasim stormed the $9 billion Indian paints market.
'There is no choice,' Jindal said during WEF in Davos. 'I have to give everything I've got for Akzo Nobel India.'
Four months down the line, it was tough to step away so late in the game. JSW Paints' offer was in fact the lowest after the non-binding stage was over in January. Both
Pidilite Industries
and Advent-Indigo made higher offers. So from get-go, it was time to crank up.
From Geneva, Jindal flew directly to Amsterdam to meet the Akzo top brass, especially Guillaume. 'From Holcim days (which JSW Group lost to Adani), I have learnt it's important to strike a rapport with the international management,' quipped Jindal. 'Not that they would share anything extra in the middle of a transaction but chemistry is equally important. Much to my surprise, Guillaume was very familiar with our family. The moment I entered the room, he asked if I was the son of Sajjan, Navin or Ratan…(Parth's uncles are Navin and Ratan Jindal).'
That bond got stronger when Guillaume visited India and met the team at JSW and even visited the Jindal residence to share a meal with the entire family, including group Chairman Sajjan Jindal and wife Sangita.
BUSINESS LOGIC
Chemistry aside, business wise JSW Paints and Akzo's operations are perfectly complementary. Dulux is a premium player in the decorative segment, the lion's share of the industry with a 9-10% market catering to primary urban centres while JSW Paints has been a mass player. But as a combined entity, JSW-Dulux (the likely name of the new company) will have more financial heft and market share nationwide. Together the two operations will have a Rs 6200 crore topline (decorative and industrial), inching close to the around Rs 6900 crore sales of the 3
rd
in the market – Kansai Nerolac. The cumulative retail footprint of 28,000 will also have limited overlaps. This translates to a combined advertising muscle and helps doubling down on one brand. 'Despite its premium positioning, Dulux for years has remained under invested. We want to bring the mojo back,' explains Jindal.
With competition intensifying, advertising and marketing (A&M) spends have gone up across the industry, squeezing margins. But now the joint budgets of around Rs 350 crore will be at his disposal. Akzo is also relinquishing the 3.5% royalty or Rs 80 crores that it charged from its Indian arm for decorative paints giving additional firepower to Jindal to take on larger incumbents Asian Paints or newcomer Birla Opus, both of whom is estimated to have spent Rs 450 crores on A&M alone.
Jindal is willing to absorb the 'pain' in the decorative segment for the next 2-3 years. ' We are willing to even put a Rs 100 crore extra from our side to be in the top 3 in the share of voice,' he said.
But the real game will be the industrial segment where Kansai Nerolac has strong links with Korean and Japanese steel and auto OEMs. 'We want to become the number one in industrial. We believe that with the technology of Akzo International, which we still have access to post this transaction, we will have a real shot at scaling up the industrial franchise and double it Rs 5000 crore over the next three years.'
In all this, Pidilite remained the joker in the pack and were in parallel talks with JSW and Asian Paints and a few others, but they were only keen on the decorative business, leaving out the industrial piece. Their offer, though much higher than both Advent-Indigo and JSW, was only for a part. 'They wanted somebody else to take industrial,' said an official. 'JSW said in case they lose out, they will re-engage.'
That wasn't necessary once Jindal matched the new offer but insisted both sides get into exclusivity by May end. Akzo and its observers were too happy to oblige. With the promoter family entities, their consortium of bank lenders and potential PE partners queuing up to show support and the chequebook, it was indeed time to pop that bottle.
