Valuing Sify's Acquisition in India World

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Case study
Valuing Sify's Acquisition of IndiaWorld
- VS Murthy
The case provides details of Sify's acquisition of IndiaWorld, including the structure
of the deal, its perceived synergies and the criticisms leveled against the huge
amount paid for the acquisition. It highlights the problems encountered when
valuing dotcom companies using traditional models of valuation and describes
certain valuation models that were devised for valuing dotcom companies.
This is the first time an Indian company has paid for a strategic value of this size to
demonstrate leadership. People will realize this is necessary eventually.
Rajeev Memani, Partner, Ernst & Young.
A Landmark Acquisition
Established in December 1998 in Secunderabad (Andhra Pradesh, India), Satyam
Infoway Limited (Sify) was one of the first private Internet Service Providers 1 (ISP)
in India. On November 29, 1999, the company announced that it would acquire the
entire equity stake of IndiaWorld Communications Private Limited for Rs. 4.99 bn.
This was one of the first and the largest dotcom acquisition 2 in terms of deal
amount in India.
The acquisition was done through an all cash deal3, which had to be executed in two
phases. In the first phase, Sify had to acquire a 24.5% stake (49,000 shares) in
IndiaWorld for Rs. 1.22 bn, after the deal was announced in November 1999. In the
second phase, Sify had to purchase the remaining 75.5% stake (1,51,000 shares)
at Rs. 3.25 bn, in cash, before September 30, 2000. Sify also had to pay a
nonrefundable deposit of Rs. 513 mn, which it would forfeit, if it did not complete
the second phase of the deal.
The deal surprised stock market analysts and merger and acquisition gurus both in
India and abroad. According to an employee at Rediff.com4, "People didn't believe
that the value of the deal could be Rs. 4.99 bn. Some of us felt it was a wire agency
mistake." Financial analysts too were taken aback. The question on everyone's
mind wasDid Sify take the right decision, investing Rs. 4.99 bn in IndiaWorld, which
had reported a net profit of Rs. 2.7 mn on revenues of Rs. 13 mn in the financial
year 1998-1999? How did Sify arrive at a figure of Rs. 4.99 bn figure while valuing
the acquisition? What strategic and financial benefits accrued to Sify from this
acquisition? Does it really make sense for Sify to invest Rs. 4.99 bn for IndiaWorld's
0.2 million shares, paying a whooping amount of Rs. 24,950 for each share of
IndiaWorld, which had a face value of Rs. 10?
Some analysts were of the opinion that the deal was grossly overvalued. Expressing
his concerns, Manish Gunwani, a Financial Analyst at SSKI,5 said, "There aren't too
many popular Indian portals and IndiaWorld had a high profile. Even then, the
valuation seems very stretched. It's based on what may happen, not on current
realities." Analysts also drew comparisons with leading software company Infosys,
whose Rs. 10 paid up shares quoted at Rs. 9,250 on November 30, 1999.
However, Sify's CEO and Managing Director, R Ramaraj, remained confident about
the deal. He said, "The acquisition would be a good strategic fit to Satyam
Infoway's portal business, adding a large overseas Indian audience to the large
India-based audience that www.satyamonline.com currently enjoys. The combined
portal network is expected to be a mega portal for India interest audience in India
and elsewhere."
Valuing Dotcoms
The objective of valuing any company is to determine a fair price that an investor
should pay, to buy an equity stake in the company. Traditional methods for valuing
firms were developed for Brick and Mortar (B & M) companies which had tangible

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