HDFC to merge with subsidiary HDFC Bank today

PTI, Jul 1, 2023, 9:57 AM IST

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New Delhi: Housing finance major HDFC will merge with its subsidiary HDFC Bank on Saturday as their respective boards have cleared the proposal on Friday.

Following the reverse merger, the 44-year-old institution HDFC Ltd would cease to exist from July 1 onwards. HDFC Ltd, the country’s first home finance company, will lose its identity on Saturday.

“Saturday, July 1, 2023, to be the ‘Effective Date’ of the composite scheme of amalgamation, on which date the certified order of the NCLT sanctioning the Scheme will be filed by HDFC Investments, HDFC Holdings, HDFC Limited and HDFC Bank with the RoC,” HDFC Bank said in a regulatory filing.

The board of directors of HDFC Bank in consultation with the board of directors of HDFC Limited has fixed July 13, 2023, for determining the shareholders of HDFC Ltd who would be issued and allotted the shares of HDFC Bank, it added.

Besides, July 13 has been fixed for the continuation of warrants of HDFC Limited in the name of HDFC Bank.

The board has fixed July 12, 2023, for the transfer of non-convertible debentures while July 7 for the transfer of commercial papers of HDFC Ltd in the name of HDFC Bank.

Termed as the biggest transaction in the history of India Inc, HDFC Bank on April 4, 2022, agreed to take over its parent, which is the largest pure-play mortgage lender, in a USD 40-billion all-stock deal, creating a financial services titan with a combined asset of over Rs 18 lakh crore.

The total business of the merged entity stood at Rs 41 lakh crore at the end of March 2023. With the merger, the networth of the entity would be over Rs 4.14 lakh crore.

The combined profit of both entities was to the tune of about Rs 60,000 crore at the end of March 2023.

The combined shares of the HDFC twins will have the highest weighting on the indices at close to 14 per cent, much higher than the present index heavyweight Reliance Industries with a 10.4 per cent weightage.

The merger of HDFC Bank and HDFC creates a lender that ranks fourth in equity market capitalisation, behind JP Morgan Chase & Co., Industrial and Commercial Bank of China Ltd (ICBC) and Bank of America Corp, according to data compiled by Bloomberg. It’s valued at about USD 172 billion.

With the deal getting effective, HDFC Bank will be 100 per cent owned by public shareholders, and existing shareholders of HDFC will own 41 per cent of the bank. Every HDFC shareholder will get 42 shares of HDFC Bank for every 25 shares they hold.

The merged entity brings together significant complementarities that exist between both entities and is poised to create meaningful value for various stakeholders, including respective customers, employees and shareholders of both entities from increased scale, comprehensive product offering, balance sheet resiliency and ability to drive synergies across revenue opportunities, operating efficiencies and underwriting efficiencies, a statement said.

Speaking on the completion of the merger, HDFC Bank CEO & MD Sashi Jagdishan said the combined strength will enable to create a holistic ecosystem of financial services.

“We’re truly happy to welcome the talented team of HDFC Ltd into the HDFC Bank family. I believe our journey will be defined by agility, adaptability, and a relentless pursuit of excellence. As we navigate the path ahead, we will embrace challenges as opportunities, learn from our experiences, and strive to be the benchmark of success and integrity in the financial services industry,” he said.

It also marks the transformation of HDFC Bank into a financial services conglomerate that offers a full suite of financial services, from banking to insurance, and mutual funds through its subsidiaries, the bank said.
So far, the bank was a distributor for these products.

The merger of India’s largest housing finance company HDFC Ltd with the largest private sector bank in India combines the strengths of a trusted home loan brand with an institution that enjoys a lower cost of funds.

The larger net worth would allow a greater flow of credit into the economy, it said, adding it will also enable the underwriting of larger ticket loans, including infrastructure loans and contribute further to nation-building and employment generation.

All employees of HDFC Ltd as of the effective date become HDFC Bank employees.

Over the past months, the Bank has been preparing for smooth integration not only of systems and processes but also of all aspects that will make HDFC Bank a welcoming place of work for the employees from HDFC Ltd.

Post-merger, the key HDFC Bank subsidiaries include HDFC Securities Ltd, HDB Financial Services Ltd, HDFC Asset Management Co Ltd, HDFC ERGO General Insurance Co Ltd, HDFC Capital Advisors Ltd, and HDFC Life Insurance Co Ltd.