Case Study on Kotak Mahindra and ING Vysya Bank Amalgamation

Amalgamation of ING Vysya by Kotak Mahindra Bank

November 20

2014

Case study on the amalgamation of ING Vysya bank with the Kotak Mahindra Bank and showing the synergy between the banks.

Mergers and Acquisition

Amalgamation of ING Vysya by Kotak Mahindra Bank

INTRODUCTION KOTAK MAHINDRA BANK Kotak Mahindra Bank is the fourth largest Indian private sector bank by market capitalization, headquartered in Mumbai, Maharashtra. The Bank’s registered office (headquarter) is located at 27BKC, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra, India. In February 2003, Kotak Mahindra Finance Ltd, the group's flagship company was given the license to carry on banking business by the Reserve Bank of India (RBI). Kotak Mahindra Finance Ltd. is the first company in the Indian banking history to convert to a bank.

Figure 1: KOTAK MAHINDRA BANK LOGO

As on June 30, 2014, Kotak Mahindra Bank has over 600 branches and over 1,100 ATMs spread across 354 locations in the country. Kotak Mahindra group, established in 1985 by Uday Kotak, is one of India’s leading financial services conglomerates. In February 2003, Kotak Mahindra Finance Ltd. (KMFL), the Group’s flagship company, received a banking license from the Reserve Bank of India (RBI). With this, KMFL became the first non-banking finance company in India to be converted into a bank – Kotak Mahindra Bank Limited (KMBL). In a study by Brand Finance Banking 500, published in February 2014 by the Banker magazine (from The Financial Times Stable), KMBL was ranked 245th among the world’s top 500 banks with brand valuation of around half a billion dollars ($481 million) and brand rating of AA+. KMBL is also ranked among the top 5 Best Ranked Companies for Corporate Governance in IR Global Ranking.

1

Amalgamation of ING Vysya by Kotak Mahindra Bank ING VYSYA BANK ING Vysya Bank is a privately owned Indian multinational bank based in Bangalore, with retail, wholesale, and private banking platforms formed from the 2002 purchase of an equity stake in Vysya Bank by the Dutch ING Group. This merger marks the first between an Indian bank and a foreign bank. Prior to this transaction, Vysya Bank had a seven-year-old strategic alliance with erstwhile Belgian bank Banque Bruxelles Lambert, which was also acquired by ING Group in 1998. As of March 2013, ING Vysya is the seventh largest private sector bank in India with assets totaling

Figure 2: ING VYSYA BANK LOGO

54836 crore (US$8.9 billion) and operating a panIndia network of over 1,000 outlets, including 527 branches, which service over two million customers. ING Group, the highest-ranking institutional shareholder, currently holds a 44% equity stake in ING Vysya Bank, followed by Aberdeen Asset Management, private equity firm Chrys Capital, Morgan Stanley, and Citigroup, respectively. ING Vysya has been ranked the "Safest Banker" by the New Indian Express and among "Top 5 Most Trusted Private Sector Banks" by the Economic Times. In 2002, Vysya Bank's Board of Directors and the RBI approved Vysya Bank's formal merger with the ING Group. Under Indian law, this move allowed ING to increase its total equity holdings in Vysya Bank from 20% to 44%. Peter Alexander Smyth and Jacques PM Kemp were appointed to the board of the newly formed ING Vysya Bank. ING Vysya Bank then appointed Bart Hellemans as CEO and managing director (MD) and G. Mallikarjuna Rao as chairman of the board.

2

Amalgamation of ING Vysya by Kotak Mahindra Bank

THE DEAL Kotak Bank Buys ING Vysya in Record $2.4 Billion Share Deal Kotak Mahindra Bank has agreed to buy ING Vysya in an all-share deal valuing its smaller rival at $2.4 billion, bulking up as analysts predict the start of long-awaited consolidation in a crowded banking sector. Dutch lender ING Groep NV owns roughly a 43 per cent stake in ING Vysya. It will be the second-largest shareholder in Kotak Mahindra after the deal -- the largest in the Indian banking sector to date -- with a holding of about 7 per cent. India has 40 publicly traded banks, 24 of

them

majority

owned

by

the

government. The state banks account for over 70 per cent of a total of $1 trillion advances in India, leaving dozens of small lenders in their wake with tiny market shares. Analysts expect the sector to begin coalescing around a few major players

Figure 3: About the Deal

after the country's central bank in April granted licences to set up two new banks. Deals, though, have been rare in a banking industry hampered by restrictive regulation, reluctant investors and strong unions. (Also read: ING Vysya Bank Acquisition Will be Good Fit for Kotak, Says Nomura)

Thursday's deal, subject to regulatory approvals, is the first major bank takeover since top privately held lender ICICI Bank bought Bank of Rajasthan four years ago.

3

Amalgamation of ING Vysya by Kotak Mahindra Bank "Most private sector banks ... do not really have coverage across India and are regional players at best," Aman Bhargava, director of financial services advisory at Grant Thornton India LLP, said. "Consolidation, especially amongst the private sector players, is probably the quickest and most efficient way forward to attain the size and geographical coverage to compete for retail customers in a growing India." The combination of Kotak Mahindra and ING Vysya will create India's fourth largest private sector bank by branch network. The share exchange ratio indicates a price of Rs 790 rupees for each ING Vysya share based on the average closing price of Kotak shares during the month to Wednesday, valuing the deal at $2.4 billion, according to Reuters calculations. That compares to ING Vysya's closing price of 816.95 rupees on Thursday. The combined banking entity will have 1,214 branches with a widespread network across the country, the two banks said in a statement. The merged bank will also leverage ING's network to tap international business. Kotak Mahindra's bolstered balance sheet and expanded branch network -- assuming the deal completes -- will also put it in a better position to tap a pickup in demand for credit from Indian corporates and individuals in the near future, analysts said. The transaction is expected to close in the second half of 2015, the statement said. ($1 = Rs 61.88)

4

Amalgamation of ING Vysya by Kotak Mahindra Bank

SYNERGY: Kotak Mahindra Bank's acquisition of ING Vysya Bank to beef up its network The 55-year-old investment banker turned banker Uday Kotak has pounced at his first chance in the highly regulated banking space to acquire Ing Vysya Bank in an all-stock deal. The last merger the market saw was in 2010 when ICICI Bank acquired Bank of Rajasthan. In 2008, HDFC Bank had acquired Centurion Bank of Punjab. The acquisition will straightaway give Kotak Mahindra Bank access

to ING Vysya's huge

network in south India. ING has 573 branches of which 64 per cent are in south India. Kotak has 641 branches, of which 46 per cent are in the west. The move will also help Kotak meet its target of 1,000 branches by 2016. Figure 4: Kotak and ING Vysya Bank

"We are getting businesses like SMEs, MNC clients, HNIs, forex and trade advisory where ING is very strong," said Uday Kotak, Vice Chairman and MD, Kotak Mahindra Bank, soon after sealing the deal here today. A beaming Uday Kotak said the objective of the merger was growth. "I firmly believe this merger will pave the way for a bigger and better financial services player with deep Indian roots and global standards of service," he said. Many see the acquisition as a masterstroke by Kotak who has also managed to reduce his stake from 40 per cent to 34 per cent in all-stock deal. The RBI had asked Kotak to reduce his stake to 30 per cent by 2016, which now appears not so difficult. The bank along with Yes Bank had got the banking licence in 2003 and has created a much bigger balance sheet among the mid-sized banks. Its total assets will now increase from Rs 1,34,401 crore to 1,98,983 crore, which is almost double that of its nearest rival Yes Bank. ING was a minority stakeholder in the bank way back in 2007 and had sold its stake in 2010. However, Uday Kotak was always in touch with the ING promoters.

5

Amalgamation of ING Vysya by Kotak Mahindra Bank Uday Kotak, whose father was a cotton trader, has been building a financial supermarket kind of

model with interests in mutual fund, insurance, private equity, commodity and so on. This merger with an European giant will provide further strengths especially in investment banking areas in Europe. The huge client base of ING's high net worth individuals can be used to cross sell opportunities in insurance and mutual fund. ING Deal Precursor to 'Acche Din': Uday Kotak Taking a leaf out of Prime Minister Narendra Modi's poll campaign, eminent banker Uday Kotak said that the Rs 15,000-crore merger between Kotak Mahindra Bank and ING Vysya Bank is a precursor to 'Acche Din' and would create a world-class financial institution of size and scale. The all-share deal, for which he expects all necessary regulatory approvals by March 2015, would create India's fourth largest bank with a combined balance-sheet size of over Rs 2 lakh crore and market value of over Rs 1 lakh crore. Mr Kotak, who heads the nearly 12-year-old Kotak Mahindra Bank, also allayed concerns that the merger would result into any job loss and said that the synergies from the transaction would instead provide new growth opportunities for staff of the two banks and also create new jobs over a period of time. "This is a merger for growth and a merger for 'acche din' coming. This deal is for a belief that the future of India over the next ten years is bright and for that we need to create capacity and build muscles." "This is the time to build financial institutions which are able to meet India's future needs. If India is on a marathon growth track over the next ten years, we in the banking industry have to prepare ourselves for that and this merger is a step towards that," Mr Kotak told PTI in an interview here. He also expressed confidence that the deal would provide significant opportunities for international cooperation, in addition to huge synergies in domestic

markets

and

in

various

product

segments

and

on

digital

platform.

After the merger, Dutch financial services giant ING, currently the main promoter of the over 80-year-old ING Vysya Bank, would become a shareholder in the merged entity and would remain invested for minimum one year. "The main purpose of doing this is that we believe that there is a significant compatibility between the two banks... Kotak Mahindra Bank has very significant presence in the West and the North and our total branch network between these two regions is 80 per cent and in case of ING Vysya Bank, their network in South is 64 per cent of their total branch network." "Therefore it is almost like a perfect fit if you look at the two branch

6

Amalgamation of ING Vysya by Kotak Mahindra Bank networks together. We have a total of 1,200 branches combined. Therefore, it enables us to focus on building synergies together. We also see a very significant opportunity in products and distribution together," he said. "For example, Kotak Mahindra Bank is a very significant lender and the largest bank financier in the tractor finance business. ING Vysya Bank has a very limited presence in tractor finance, but it has got a large number of branches in South including 170 branches in erstwhile Andhra Pradesh, which is one-third of their network," Mr Kotak added.

Kotak Mahindra Bank’s general insurance venture gets RBI nod Private sector bank Kotak Mahindra Bank Ltd on Tuesday said it has received Reserve Bank of India (RBI) approval to start its general insurance business through a new subsidiary. The RBI approval follows the in-principle approval the bank has already received from the Insurance Regulatory and Development Authority (Irda). Kotak will now apply to complete the registration of the new company with Irda, the bank said in a press release. Mahesh Balasubramanian, currently executive vice-president and co-head of branch banking at Kotak Mahindra Bank, will take over as chief executive officer (CEO) of the new venture. Kotak already has a life insurance company called Kotak Mahindra Old Mutual Life Insurance Ltd, in association with South Africa-based Old Mutual Public Ltd Co. Last week, Kotak Mahindra Bank announced that it will acquire ING Vysya Bank Ltd in a $2.5 billion all-share deal, which is the largest banking acquisition and the first such deal in India in four years. In a note earlier on Tuesday,

Figure 5: Insurance Compnay of Kotak

rating agency Standard and Poor’s Ratings Services (S&P) said Kotak’s credit profile will “improve marginally” because of the bank’s increased size and reach after the acquisition. “The acquisition is likely to improve Kotak Mahindra Bank’s growth potential and bring about revenue synergies and cost efficiencies. Nevertheless, we anticipate a slight deterioration in the bank’s capitalization following the deal. We assess Kotak Mahindra Bank’s stand-alone credit profile as ‘bbb-’,” S&P said in the note. S&P said the merged entity faced integration issues around human resources, technology and

7

Amalgamation of ING Vysya by Kotak Mahindra Bank alignment of credit policies and processes. “Nevertheless, we believe that the Kotak Mahindra Bank management will be able to manage the integration challenges. We expect the capitalization of the combined entity to remain strong post the merger, despite ING Vysya’s relatively weaker capitalization,” S&P credit analyst Amit Pandey was quoted as saying in the note. “We expect the merged entity’s risk position to remain adequate for the next 12-24 months. The key risks to asset quality will continue to be from Kotak Mahindra Bank’s commercial real estate business. The stable outlook reflects our expectation that Kotak Mahindra Bank will maintain its financial profile over the next 12-24 months, despite some deterioration in its capitalization,” S&P said.

8

Amalgamation of ING Vysya by Kotak Mahindra Bank

POST MERGER EFFECTS Kotak Mahindra, ING Vysya Bank shares surge on merger report Kotak Mahindra Bank rises as much as 7.6% to Rs1,160.05, while ING Vysya Bank climbs 7% to Rs812.85 Shares of Kotak Mahindra Bank Ltd and ING Vysya Bank Ltd surged in morning trade on Thursday after a news report said Kotak is in final stages of acquiring ING Vysysa. Kotak Mahindra Bank rose as much as 7.6% to Rs.1,160.05, while ING Vysya Bank climbed 7% to Rs.812.85. However, Kotak Mahindra Bank clarified in a notification to the National Stock Exchange (NSE) on Thursday that no decision has been made by the bank in relation to any merger or acquisition transaction. “If the bank takes a decision to undertake such a transaction, the same being

unpublished

price-sensitive information, the bank shall

make

a

disclosure

in

accordance

with

Clause 36 of the listing agreement,”

it

Figure 6: Stock Prices of ING Vysya and Kotak Mahindra Bank

added.

Acquiring ING Vysya Bank may strategically fill many gaps for Kotak Mahindra Bank, Reuters said quoting Nomura report. Both banks have low geographical overlap, similar liability mix and the merger will provide Kotak with an SME (small and medium enterprises) banking platform, the report said. Potential acquisition will also help Kotak comply with the Reserve Bank of India’s (RBI’s) deadline on reducing promoter stake, it added. Earlier, ET Now business news channel reported that Kotak is close to acquiring ING Vysya bank and deal is valued at Rs.16,500 crore.

9

Amalgamation of ING Vysya by Kotak Mahindra Bank Dutch ING Group to cut almost 2,000 jobs Dutch banking group ING has announced it is shedding thousands of jobs to streamline its operations and save costs. The lender said it wanted to push ahead with its digitalization program to adapt to new realities. The Netherlands' second-largest lender, ING Group, reported Tuesday it would have to cut 1,700 jobs over the next three years in a bid to save costs. An additional 1,000 positions would be lost at external suppliers, the bank announced in Amsterdam. ING explained the cuts were part of a move to expand its digital operations, with "jobs to be lost at the headquarters of ING Retail Banking and in the back offices, call centers and IT departments." Making the figures add up The company said it would book a 320 million-euro ($400-million) charge to cover one-off costs, adding that it expected to save 270 million euros annually from 2017.lashback: ING breakup (2009) Earlier this month, ING paid back the remainder of a 10 billion-euro bailout it received from the state during the global financial crisis. In return for the rescue fund, the lender had to undergo large-scale restructuring and was forced to part with its insurance business. State-owned Dutch bank ABN Amro had also reported on its plans to cut 1,000 jobs by 2018 as an increasing number of customers have switched to online banking, making a lot of the lender's offices redundant. After Kotak-ING Vysya deal, more bank takeovers on cards in India India is set for more banking acquisitions after a record $2.4 billion takeover last week ended four years of a deals drought, as lenders fight for market share and wider reach amid looming competition from a new breed of players. Kotak Mahindra Bank agreed last week to buy ING Vysya in India's biggest bank deal.

10

Amalgamation of ING Vysya by Kotak Mahindra Bank "Deals will happen in the banking sector, but relatively fewer compared to mergers in other nonregulated sectors," said Sanjay Doshi, a partner at consultancy KPMG, referring to segments such as industrials and consumer where there is no sector-specific regulator. Any deals, though, will be subject to close regulatory scrutiny and may face other hurdles, meaning they are expected at a steady clip rather than in a torrent. A banking sector consolidation should support an expected recovery in Asia's third-largest economy through creation of stronger lenders that will control the growth of bad loans and make credit availability easier. The Indian banking sector is fragmented, with 46 commercial banks jostling for business with dozens of foreign banks as well as rural and co-operative lenders. State banks control 80 percent of the market, leaving relatively small shares for private rivals. The state-run banks are unlikely to be part of any takeovers involving private sector rivals as the government has not been keen to bless such transactions. But the private sector, which accounts for nearly half the total number of commercial banks, could see deal activity. New private players were earlier this year allowed to enter the sector for the first time in a decade, and the central bank plans to grant more bank licences. As a result, some large conglomerates are expected to jump in the fray. With the incumbents keen to fortify themselves against the new competition and as the new players try to scale-up quickly, takeovers are clearly on the cards, say financial industry executives. Among the conglomerates, the Aditya Birla group and billionaire Anil Ambani's Reliance Capital are keen on the banking sector and will be eyeing deals to expand quickly after they get permits, say investment bankers. The central bank's stance on allowing conglomerates into banking is unclear. Some of the bigger private sector players - No. 3 private sector lender Axis Bank, IndusInd Bank and Yes Bank - are also potential acquirers, dealmakers say. Axis, IndusInd, Yes Bank, Reliance and Birla Group did not respond to requests for comment.

11

Amalgamation of ING Vysya by Kotak Mahindra Bank Targets include smaller banks that are localised, but with a high number of urban branches, like western India's DCB Bank and Karnataka Bank, investment bankers said. DCB's Chief Executive Murali Natrajan said the bank had no plan to merge with any bank, adding they aimed to double the balance sheet size in 36-42 months. Karnataka Bank did not respond to a request for comment. HURDLES The central bank is also facilitating the setting up of 'payments banks', which take deposits and facilitate transactions but do not lend, and which could eat into the banks' margins. While the economic rationale for the deals is growing, they face practical hurdles. Pricing of deals is one such. Many founders of small banks see their licenses as prized assets for which they will demand a high price, even though most private sector banks are already trading at significant premiums to their book values. Bank employee unions also can pose problems, if they fear major job losses in a takeover. "The banking sector needs consolidation, but ... consolidation will move at a moderate pace in India in the near to medium term," said the head of M&A for India at a large European bank in Mumbai. (Additional reporting by Suvashree Choudhury in Mumbai and Shilpa Murthy in Bangalore) - Reuters

Kotak - ING bank deal would not shake the dominance of Big Three Kotak Mahindra Bank Ltd’s $2.5 billion (around Rs.15,475 crore) all-stock deal to acquire ING Vysya Bank Ltd has rekindled possibilities of mergers and acquisitions in the banking sector and catapulted the Mumbai-based lender to a clear number four among private sector banks in India. The deal, however, will do nothing to shake the dominance of the top three private sector banks—ICICI Bank Ltd, HDFC Bank Ltd and Axis Bank Ltd in the foreseeable future, analysts said. More importantly, the new entity, though bigger and hence more competitive, is unlikely to expand aggressively or eat into the business of its bigger rivals. Kotak Mahindra, with total assets of Rs.95,430 crore on a stand-alone basis, was behind Yes Bank Ltd’s Rs.1.16 trillion of

12

Amalgamation of ING Vysya by Kotak Mahindra Bank assets at the end of September. The acquisition of ING Vysya Bank will take Kotak Mahindra Bank’s assets to Rs.1.6 trillion, giving it a sizeable lead over Yes Bank. The deal has “no material implications” on the banking sector or competition among private banks, said Vaibhav Agrawal, vice-president (research) at Angel Broking Pvt. Ltd. “Both Kotak as well as ING Vysya are conservative banks. They are risk-averse with a clear focus on the bottom line. In fact, both have been losing market share in the last few years. Yes, this deal gives Kotak branches, more deposits and also some businesses like SME (small and medium enterprises), but it does nothing disruptive to change the top three hierarchy,” he said. Even with the added numbers, the new Kotak Mahindra Bank is half the size of Axis Bank which, with Rs.3.94 trillion in assets and 2,505 branches, is way ahead. Kotak Mahindra Bank will have around 1,200 branches after the purchase of ING Vysya. The combined entity will not pose serious competition to its bigger rivals and will have little impact on their business strategies, said Rajiv Mehta, an analyst at IIFL Holdings Ltd. “Banks like ICICI Bank, HDFC Bank or even Axis are all pan-India franchises and still growing. The only thing that will change is these larger banks would now have to compete with Kotak in smaller towns or other cities just like they were in Mumbai or Delhi, so in that sense they will face tougher competition, but the big guys are used to it by now,” he said. The deal allows Kotak to achieve its 1,000 branch target for 2016 two years ahead of schedule. It gives the bank a wider reach, particularly in southern India. Mehta pointed out that the last few years of rapid growth of new-generation banks like Yes Bank and IndusInd Bank Ltd has done nothing to temper the growth of larger peers. “In a sense any change because of competition has been difficult to show on the ground in the Indian banking sector. One reason for that is because this is a huge market which is underpenetrated, leaving enough space for everyone to grow,” he said. Perhaps any change in the overall banking sector will be by way of sentiment. The deal could push other banks to consider acquisition opportunities within the smaller private sector bank space, said S. Ranganathan, head of research at broking firm LKP Securities Ltd. “At two times the book value, this is a fair deal and to think that the bank acquired was a well-run one means that this can be done with other banks as well which are not doing that badly. This opens new doors to companies wanting to set up banks or even banks like Axis, which may be ready for acquisitions,” he added. To be sure, while there is no indication of further consolidation within the sector, shares of smaller banks thought to be potential acquisition candidates surged on Friday. Among the gainers was South Indian Bank Ltd, which ended 5.48% higher to close at

13

Amalgamation of ING Vysya by Kotak Mahindra Bank Rs.27.90, after being up 7.75% at one stage. Dhanlaxmi Bank Ltd gained 2.31% to Rs.44.20 after rising as much as 7.18% and Karnataka Bank Ltd advanced 5.07% to Rs.143.05 after being up 7.01% at one stage in intra-day trading. ING Vysya Bank gained 0.32% to Rs.816.80 after rising 4.27% in intra-day trading, while Kotak Mahindra increased 3.68% to Rs.1,199.65 after rising 8.98% earlier. The broader BSE Bankex gained 2.37% to close at 20,683.54 points. BSE’s benchmark Sensex rose 0.95% to close at 28,334.63 points. Mehta of IIFL said the deal signifies that this probably is the “right time to get aggressive”. “ING Vysya was a good bank, but don’t forget that this deal happened at a time when there has been a trough in the credit cycle. This could spur smaller private sector bank promoters to consider mergers,” he added. Credit growth, currently at 11.2%, is at a five-year low as corporate demand for loans has slackened. The banking sector is also weighed down by non-performing assets (NPAs) after two years of sub5% economic growth. Ranganathan of LKP Securities said this could be the change in sentiment the sector needed. “Everyone was fed up with the low credit growth and high NPAs. This deal could

change

that,”

he

added.

Kotak Mahindra faces job surety demand from ING Vysya workers The All India ING Vysya Bank Employees Union will approach the nation’s central bank and the finance ministry to ensure jobs aren’t cut. Workers at ING Vysya Bank Ltd, which is being purchased by Kotak Mahindra Bank Ltd, have sought job and wage guarantees from the billionaire founder of the acquirer. The All India ING Vysya Bank Employees Union will approach the nation’s central bank and the finance ministry to ensure jobs aren’t cut, said K.J. Ramakrishna Reddy, head of the Bengaluru-based union, which represents 25% of ING Vysya’s employees. Billionaire Uday Kotak’s bank on 20 November agreed to acquire ING Vysya for $2.4 billion and in a statement on Friday said it will welcome all employees from ING Vysya. There is “no clarity regarding our employment and service conditions,” Reddy, said in a phone interview yesterday. The leaders of the union will meet on 7 and 8 December to decide on “further course of actions,” he said. The acquisition, which will help Kotak become the fourthlargest bank outside state control, may get bogged down by the unions, Morgan Stanley said in a note on 20 November. About 35% of ING Vysya’s 10,591 employees are affiliated to one of the two unions, according to the report by the New York-based owner of the world’s largest

14

Amalgamation of ING Vysya by Kotak Mahindra Bank brokerage. “It is urged that employees of ING Vysya Bank, at all levels, should have no concerns on their career and future as employees of both banks,” Kotak Mahindra’s spokesman Rohit Rao said in an e-mailed response. “The combined entity will generate ample career opportunities for staff as well as a wider array of products to serve their customers.” Kotak Mahindra rose 1.7% to Rs.1,245 at 2:04 p.m. in Mumbai, while ING Vysya gained 0.8% to Rs.863.70. Salaries and employment of ING Vysya employees are governed by the so-called awards and bipartite settlements unlike at Kotak Mahindra, the union said. Under the bipartite settlements, the unionized bank employees negotiate with the association of bank managements to decide on salary raises. Kotak, 55, founded the Kotak Mahindra Group in 1985 as a financial-services company. It received a banking license in 2003, making it the first non-bank finance company in the nation to become a bank. ING Vysya was started about 80 years ago and has about 2 million customers. ING Vysya is controlled by Amsterdam-based ING Groep NV. ING expects the transaction to result in a $188 million gain upon closing, based on Vysya’s book value at the end of September, it said in November. ING will have a stake of about 7% in the merged company, it said.

15

Amalgamation of ING Vysya by Kotak Mahindra Bank

EXHIBITS:

Exhibit 1: The Stock prices of Kotak Mahindra Bank

Exhibit 2: Stock Prices of ING Vysya Bank

16

Amalgamation of ING Vysya by Kotak Mahindra Bank

Exhibit 3: The shareholding pattern of both Kotak Mahindra and ING Vysya bank and the future Holding's after the Merger

Exhibit 4: Details about the no. of Branches, ATM's, Employees and the Customers

Exhibit 5: The Consolidated Income Statement

17

Amalgamation of ING Vysya by Kotak Mahindra Bank

REFERENCES: http://www.livemint.com/Money/BxpKqaG2F3Cxbo6GhyMWKN/Kotak-Mahindra-INGVysya-Bank-shares-surge-on-merger-report.html https://www.equitymaster.com/research-it/compare/compare_comp.asp?symbol=KOTAKVYSY&value=KOTAK-MAH-BANK-ING-VYSYA-BANK http://www.ingvysyabank.com/IngBlog/Media/PDF/Investor-Presentation.pdf http://profit.ndtv.com/news/corporates/article-kotak-bank-buys-ing-vysya-in-record-24-billionshare-deal-700549 http://www.livemint.com/Industry/PkhJZomcvCwNZIl5wSz2QL/KotakING-deal-not-to-shakedominance-of-Big-Three.html http://businesstoday.intoday.in/story/kotak-mahindra-bank-ing-vysya-bank-buy-to-beef-upnetwork/1/212572.html http://profit.ndtv.com/news/corporates/article-ing-deal-precursor-to-acche-din-uday-kotak702236 http://www.livemint.com/Companies/HE7XMLoXfryeBZ0xQZMjjP/Kotak-Mahindra-Bankgets-RBI-approval-for-general-insurance.html http://www.dw.de/dutch-ing-group-to-cut-almost-2000-jobs/a-18084613?maca=en-rss-enbus_gc-10767-xml-mrss http://businesstoday.intoday.in/story/kotak-mahindra-bank-buys-ing-vysya-more-takeovers-inoffing/1/212884.html http://www.livemint.com/Companies/zeXgUIQGlqNSmYPvTOJLvJ/Kotak-Mahindra-faces-jobsurety-demand-from-ING-Vysya-worker.html http://en.wikipedia.org/wiki/Kotak_Mahindra_Bank http://en.wikipedia.org/wiki/ING_Vysya_Bank http://www.moneycontrol.com/india/stockpricequote/banksprivatesector/kotakmahindrabank/K MB http://www.moneycontrol.com/india/stockpricequote/banksprivatesector/ingvysyabank/ING

18