MAM
Kotak Mahindra Bank and ING Vysya Bank announce merger
MUMBAI: The Board of Directors of Kotak Mahindra Bank Ltd (“Kotak”) and the Board of Directors of ING Vysya Bank Ltd (“ING Vysya”) at their respective meetings held today have approved an all-stock amalgamation of ING Vysya with Kotak.
The amalgamation is subject to the approval of the shareholders of Kotak and ING Vysya respectively, Reserve Bank of India under the Banking Regulation Act, the Competition Commission of India and such other regulatory approvals as may be required.
Upon obtaining all approvals, when the merger becomes effective, ING Vysya will merge with Kotak. Shareholders of ING Vysya will receive shares of Kotak in exchange of shares in ING Vysya at the approved share exchange (“swap”) ratio. All shareholders of Kotak and ING Vysya will participate thereafter in the (merged) Kotak business. All ING Vysya branches and employees will become Kotak branches and employees. ING Vysya’s CEO designate, Mr Uday Sareen, will be inducted into the top management of Kotak reporting directly to Mr Uday Kotak, Executive Vice Chairman and Managing Director of Kotak.
Merger terms
The Boards of Kotak and ING Vysya respectively considered the results of a due diligence review covering areas such as advances, investments, deposits, properties & branches, liabilities, material contracts etc.
S.R.Batliboi & Co., LLP, Chartered Accountants, and Price Waterhouse & Co LLP, the independent valuers appointed by Kotak and ING Vysya respectively, have recommended a share exchange ratio, which has been accepted by the respective Boards. Avendus Capital Private Ltd. provided a Fairness Opinion to Kotak on the share exchange ratio and Edelweiss Financial Services Ltd. provided a Fairness Opinion to ING Vysya.
Accordingly ING Vysya shareholders will receive 725 shares in Kotak for 1,000 shares of ING Vysya. The share exchange ratio is considered fair and reasonable given the underlying value of ING Vysya, as also giving shareholders the ability to benefit from the potential that can be realised upon merging into Kotak.
This exchange ratio indicates an implied price of Rs.790 for each ING Vysya share based on the average closing price of Kotak shares during one month to November 19, 2014, which is a 16% premium to a like measure of ING Vysya market price.
The proposed merger would result in issuance of approximately 15.2% of the equity share capital of the merged Kotak.
One of ING Vysya’s directors will be joining the Board of Directors of Kotak.
Strategic Rationale and benefits
Kotak, with 641 branches and relatively deeper presence in the West and North, has a differentiated proposition for various customer segments including HNIs, deep corporate relationships including emerging corporates, a wide product portfolio, including agricultural finance and consumer loans, and a robust capital position.
ING Vysya has a strong customer franchise for over 8 decades, with a national branch network of 573 branches and deep presence in South India, particularly in Andhra Pradesh, Telengana and Karnataka. ING Vysya has a large customer base across all segments. It is particularly noted for a best-in-class SME Business, as also for serving large international corporates in India by access to the international relationships of ING Group.
The combined Kotak will have 1,214 branches, with a wide-spread pan-India network, getting both breadth and depth given the strong geographic complementarity between Kotak and ING Vysya.
Substantial efficiencies will arise out of the proposed merger, which is likely to result in significant benefits for all stakeholders, be it shareholders, employees or customers, and ultimately the banking industry:
· Customers and employees will benefit from the combined Kotak having a wider geographical spread, expertise across customer segments, such as SME, HNI, Corporates, and on products such as private banking, asset management, insurance, investment banking, NRI offerings etc.
· Kotak’s strong capital position potentially avoids capital raising and attendant dilution in the near to medium term for ING Vysya shareholders.
· Additionally, with ING Vysya nearing the cap for foreign shareholding, the merger would yield more liquidity with significant foreign headroom in Kotak even after merger, with foreign shareholding at ~47%.
Commenting on the announcement, Mr Uday Kotak, Executive Vice Chairman and Managing Director, Kotak Mahindra Bank, said – “This is a momentous occasion that brings together two banking institutions with significant complementary strengths. The opportunities and synergies that this merger will create will place Kotak and its incoming stakeholders from ING Vysya on a new trajectory of excellence and leadership. 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. Kotak values the diversity of ING Vysya, welcomes them as its family, and will work towards integrating them smoothly on this exciting journey that is ahead of us.”
Commenting on the announcement, Mr. Shailendra Bhandari, presently MD & CEO of ING Vysya Bank Ltd, said — “Our two companies are a perfect match at a perfect time. Our customers will see tremendous value from the combined entity as we fill the gaps, in terms of a much larger footprint and a complete product suite, both national and international. Together, both companies will participate in the growth of one of India’s strongest and most successful banking franchises.”
ING Vysya’s CEO designate, Mr. Uday Sareen, said – “This is a historic day in our 84 year heritage. I truly believe that the merger is a game-changer for us, laying the foundation to help us leap-frog by several years and be part of, and further scale a truly national franchise. The combination creates a company that will deliver maximum value for our shareholders, enormous opportunities for employees and deliver the entire suite of financial products and services to our customers.”
Employees
Kotak has been rated among the best employers in the country and is renowned for its employee orientation and retention of talent. ING Vysya has a diverse set of employees, who have expertise in dealing with different customer segments. The combined entity will generate ample career opportunities for staff as well as a wider array of products to serve their customers, aided by management development opportunities across different businesses of Kotak Group.
Both organizations have strong cultures and employee best practices and the combined entity will work towards imbibing these and building a world-class organization.
ING Group
ING Group, which owns ~43% in ING Vysya, has indicated that it supports the proposed transaction. ING Group will become the largest non-promoter shareholder in combined Kotak.
ING Group and Kotak intend to explore areas of cooperation in cross border business, on the basis of a Framework for Future Cooperation that has been entered into, subject to mutual agreement on specific terms and all laws and regulations.
In addition to the experts who undertook valuation and issued fairness opinions, Ernst & Young LLP undertook due diligence review of ING Vysya for Kotak, and Amarchand & Mangaldas were legal advisors to Kotak. PricewaterhouseCoopers Private Limited carried out due diligence for ING Vysya and AZB & Partners were ING Vysya’s legal advisors.
Brands
YES Bank hands the keys to SBI veteran Vinay Tonse as it bets on a new era
Former SBI managing director appointed as YES Bank’s new MD and CEO
MUMBAI: YES Bank is done rebuilding. Now it wants to grow. The private sector lender has appointed Vinay Muralidhar Tonse as managing director and chief executive officer-designate, with RBI approval secured and a start date of April 6, 2026 confirmed. The three-year term signals the bank’s intent to shift gears from crisis recovery to full-throttle expansion.
Tonse, 60, is no stranger to scale. Most recently managing director at State Bank of India, he oversaw a retail book of roughly $800bn in deposits and advances, one of the largest in the country. Before that, he ran SBI Mutual Fund from August 2020 to December 2022, a stint that saw assets under management surge from Rs 4.32 lakh crore to Rs 7.32 lakh crore across market cycles. Add stints in Singapore and four years leading SBI’s overseas operations in Osaka, and the incoming chief arrives with a genuinely global CV.
His academic grounding is equally solid: a commerce degree from St Joseph’s College of Commerce, Bengaluru, and a master’s in commerce from Bangalore University.
The appointment follows an extensive search and evaluation process by the bank’s Nomination and Remuneration Committee. NRC chairperson Nandita Gurjar said the committee unanimously backed Tonse, citing his leadership track record, governance credentials and ability to drive the bank’s next phase of transformation.
Non-executive chairman Rama Subramaniam Gandhi was unequivocal. “I am certain that Vinay Tonse, with his vast experience as a senior banker, will propel YES Bank to its next phase of growth,” Gandhi said, adding that the bank remains focused on strengthening its retail and corporate banking franchises and expanding its branch network.
Rajeev Kannan, non-executive director and senior executive at Sumitomo Mitsui Banking Corporation, the bank’s largest shareholder, said Tonse’s experience across retail, corporate banking, global markets and asset management positioned him well to lead the lender. SMBC said it looks forward to working with Tonse and the board as YES Bank pursues its ambition of becoming a top-tier private sector lender anchored in strong governance and sustainable growth.
Tonse succeeds Prashant Kumar, who took the helm in March 2020 when YES Bank was in freefall following a severe financial crisis, and spent six years painstakingly stabilising the institution, rebuilding governance and restoring operational scale. Gandhi was generous: “The bank remains indebted to Prashant Kumar, who is responsible for much of what a strong financial powerhouse YES Bank is today.”
Tonse, for his part, struck a purposeful note. “Together with the board and my colleagues, I remain deeply committed to creating long-term value for all our stakeholders,” he said, pledging to build on Kumar’s foundation guided by his personal motto: Make A Difference.
Beyond the balance sheet, Tonse played cricket at college and club level and represented Karnataka in archery at the national championships — sports he credits with teaching him teamwork, situational leadership, discipline and focus. In quieter moments, he reaches for retro Kannada music, classic Hindi songs, and the crooning of Engelbert Humperdinck, Mukesh and Kishore Kumar.
YES Bank has its steady-handed rebuilder in Kumar to thank for survival. Now it has a scale-obsessed growth banker at the wheel. The next chapter starts April 6.
