*This is the third merger for ICICI Bank, after it took over Bank of Madura
and Sangli Bank.*

Bank of Rajasthan’s scrip shot up 20% hitting the upper circuit ahead of a
board meeting late Tuesday evening to consider a merger of the bank with the
country’s largest private sector lender ICICI Bank. At Tuesday’s closing
scrip price, Bank of Rajasthan is valued at Rs 1,471 crore ($ 325 million).

A Reuters report said, private sector lender Bank of Rajasthan said on
Tuesday its founders have agreed to merge with ICICI Bank, India's second
largest private sector lender. Bank of Rajasthan has a market value of $296
million.

The acquisition of Bank of Rajasthan by ICICI bank is the first
consolidation of country's crowded banking sector since 2008.

ICICI is offering to pay 188.42 rupees per share, in an all-share deal, for
Bank of Rajasthan, a premium of 89 percent to the small lender's closing
price on Tuesday, valuing the business at $668 million.

The Bank of Rajasthan approved the deal, which will be subject to regulatory
agreement, earlier on Tuesday. It's board will meet on May 23 to discuss the
offer, it said in a statement to the stock exchange.

ICICI, the country's largest private sector lender, is offering the smaller
bank's controlling shareholders 25 shares in ICICI for 118 shares of Bank of
Rajasthan.

The deal, which will give ICICI a sizeable presence in the northwestern
desert state of Rajasthan, values the small bank at about 2.9 times its book
value, compared with an Indian banking sector average of 1.84.

"The deal is very expensive," said Vaibhav Agarwal, analyst with Angel
Broking in Mumbai.

The Tayal family, which owned about 29 percent of Bank of Rajasthan at the
end of December, according to Bombay Stock Exchange data, had been reported
to be negotiating with potential buyers.

"The proposed amalgamation would substantially enhance branch network and
presence in northern and western India," ICICI said in a statement.

Last month ICICI Bank said quarterly profit grew by a third and forecast
strong growth in credit demand.

Bank of Rajasthan has a network of 463 branches and a loan book of 77.81
billion rupees ($1.7 billion).

Shares in Bank of Rajasthan closed up 19.95 percent at 99.50 rupees on
Tuesday.

Listed in New York and Mumbai, ICICI's Mumbai shares ended down 1.45 percent
at 889.35 rupees in a Mumbai market up 0.24 percent and ICICI's American
Depositary Receipts were down 3.04 percent by 1738 GMT.

In March, the Reserve Bank of India appointed consulting firms to conduct a
special audit of the books and accounts of Bank of Rajasthan.

The government has called for consolidation in the banking sector in order
to make lenders more competitive but there has been little activity.

In 2008, HDFC Bank merged with Centurion Bank of Punjab in a deal valued at
about $2.4 billion.*
*

* *Bank of Rajasthan was promoted by Tayals who acquired it almost ten years
back. However, the bank has been in trouble with both the central bank and
the securities market regulator.

Early this year, Sebi had barred multiple entities allegedly owning the
bank’s shares on behalf of the promoters from all stock market activities.
Before that, RBI had imposed a penalty of Rs 25 lakh on Bank of Rajasthan
for various violations.

Pursuant to these developments, RBI had appointed a new CEO for the bank
and, at present, has five nominated directors on its board.

For the nine-month ended December’09, the bank had net loss of Rs 9 crore
with total income of Rs 1,086 crore. For the year ended March’09, Bank of
Rajasthan had net profit of Rs 117 crore with total income of Rs 1,507
crore.

ICICI Bank will gain marginally from the merger as Bank of Rajasthan has a
reasonable penetration in its home state. As of March’09, it had 463
branches across the country. The deal will also help ICICI tackle increasing
competition by HDFC Bank.

HDFC Bank, the country’s second-largest private bank, has been threatening
to take the top slot from ICICI especially in the retail segment. HDFC Bank
had acquired Centurion Bank of Punjab two years ago that expanded its India
business.


-- 
Regards

Hardik Shah

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