New Delhi: State-owned Oil and Natural Gas Corp (ONGC) is keen to acquire India’s third-biggest fuel retailer Hindustan Petroleum Corp Ltd (HPCL) in a Rs42,254 crore deal after finding Bharat Petroleum Corp Ltd (BPCL) too expensive to buy.

Following up on finance minister Arun Jaitley’s budget announcement of creating an integrated oil company, ONGC evaluated options of acquiring either HPCL or BPCL—the two downstream oil refining and fuel marketing companies. While acquiring either one of them made a lot of business sense, ONGC found the nation’s second-biggest fuel retailer, BPCL too expensive, people privy to the development said.

BPCL has a market cap of Rs1,01,738 crore and buying government’s 54.93% would along have entailed an outgo of Rs55,885 crore. So, ONGC is in favour of acquiring HPCL, which has a market cap of Rs54,797 crore and buying government’s entire 51.11% stake would entail an outgo of Rs28,006 crore. Another Rs14,000 crore or so would be required in case open offer has to be made.

The people said while initially the government was looking at creating an integrated oil company by merging an oil producer with a refiner, the idea was dropped for the fear of not repeating of the Air India-Indian Airlines merger. Similar differences in work culture and ethos prevail in upstream and downstream firms and so the exercise under consideration now is to only help government mop up resources and HPCL would become a mere subsidiary of ONGC. ONGC already has a refining subsidiary in Mangalore Refinery and Petrochemcials Ltd (MPRL).

The people said an open offer to buy another 26% stake from other shareholders of HPCL would at current price cost ONGC another Rs14,247 crore. As per the Securities and Exchange Board of India’s (Sebi) takeover code, if a company acquires more than 25% in another listed company, it has to make an open offer to buy at least 26% more in the target firm.

Some reports have suggested that ONGC buying government stake in HPCL may not trigger an open-offer rule as the government’s holding is being transferred to another state-run firm and the ownership is not going to change. But the people said that way back in February 2002, state- owned Indian Oil Corp (IOC) had acquired government’s 33.58% stake in fuel retailer IBP Co Ltd for Rs1,153.68 crore and had to make an open offer for additional shares. Both IOC and IBP were government-owned companies.

The people said the oil ministry and ONGC may try and seek exemption from the open offer to keep the acquisition cost low. ONGC has cash reserve of Rs13,014 crore and to fund the government stake acquisition in HPCL it will have to borrow at least Rs18,000 crore, they said. If the open offer is made, additional borrowings would have to be done.

There are only six major companies in the oil sector—ONGC and Oil India Ltd being the oil producers, IOC, HPCL and BPCL in refinery business and GAIL in midstream gas transportation business. The rest such as ONGC Videsh, Chennai Petroleum Corp (CPCL), Numaligarh Refinery Ltd and MRPL are already subsidiaries of one of these six public-sector undertakings (PSUs). The people said the options were very limited and ONGC chose HPCL over BPCL.

HPCL will add 23.8 million tonnes of annual oil refining capacity to ONGC’s portfolio, making it the third-largest refiner in the country after IOC and Reliance Industries. ONGC already is majority owner of MRPL, which has a 15 million tonnes refinery.

The people said ONGC buying HPCL will require two sets of Cabinet approval—one where the government approves sale of its all or part of its 51.11% stake to ONGC, and the other for allowing ONGC to spend the money on stake buy.

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