HDFC Bank’s $40bn megamerger faces regulatory scrutiny

India’s largest private lender HDFC Bank’s $40bn acquisition of its biggest shareholder could face regulatory hurdles due to the stake it would give the bank in the insurance sector, say analysts.

Sources said last year the Reserve Bank of India (RBI), which acts as regulator for the financial industry, wanted banks to limit ownership stakes in insurance companies.

HDFC Bank’s acquisition of shareholder HDFC Ltd, which was announced on Monday, will create an entity with a combined balance sheet worth $237bn and will include the target’s insurance and other financial subsidiaries.

HDFC Life and HDFC Ergo are among the leading life and general insurance companies in the private sector, and analysts say the RBI is unlikely to be comfortable with the size of the insurance operations the deal will give the bank. HDFC Bank’s management said on Monday they have asked the regulator for clarity on complying with its rules, but analysts believe it may not be easy to come by.

“Considering there are lot of subsidiaries that need to be merged, there could be some regulatory overhang, particularly in the insurance business where the central bank is not very comfortable with banks increasing their stake,” said an analyst at a domestic brokerage house.

HDFC Bank did not immediately respond to a request for comment on Tuesday. The RBI also did not respond to a request for comment.

One way of folding the subsidiaries into HDFC Bank could be to create a holding company structure, but that could have a negative effect on the balance sheet in the short term, said analysts.

“If a holding company structure is enforced then the equation changes. Cost goes up as stamp duties and taxes will go up,” Macquarie said in a note on Tuesday.

In the short term, return on equity, a key financial metric, will also go down as a result of meeting certain regulatory requirements, the Macquarie note said.

As a shadow bank — a finance company outside the scope of traditional banking regulation — HDFC Ltd has a higher cost of funds compared with those of the bank.

Post merger, the entity may therefore in the short term also see a higher cost of funds, which could affect its margin, said a portfolio manager at a retail brokerage firm.

“Due to this and other ambiguities regarding the deal and the performance, the stock may not see a big valuation rerating immediately,” he said.

HDFC Bank share price fell nearly 3% on Tuesday, while HDFC Ltd slipped more than 2%. Both stocks had surged about 10% on Monday.

If it clears the hurdles to a deal, HDFC Bank will shrink the gap in size with state-run lender and bigger rival State Bank of India, and pull further away from peers such as ICICI Bank and Axis Bank. 

Reuters