Various aspects of M&A

1. Mergers & Acquisitions
Anuroop Omkar & Kritika Krishnamurthy,
Lakshmikumaran & Sridharan

2. M versus A
Merger Acquisition
Meaning Merging of two
companies into one
A+B=A
Buying one company
by another
Hold Co-Sub Co or
common promoters
Decision Making Mutual Friendly or Hostile
Time More Less
Dilution of
ownership
Yes No, full ownership
acquired
Surrender/Swap of
Shares
Yes, in lieu of shares
of merged entity
No. Only transfer of
shares from one
entity to other

3. Key Drivers

4. Overview

5. Court Approved M&ACourt Approved M&A
 Types
 Regulatory Framework
 Key Pointers

6. Types

7. Regulatory Framework

8. Procedure

9. New Provisions

10. Key Pointers
Visualize vital
connections before,
during & after
merger
Identify Areas &
Opportunities for
better
integration
Pinpoint barriers to
information and
decision flow
Find employees
who are key to
transition &
integration process
Improve talent
retention and
accelerate cultural
retention

11. Acquisitions & TakeoversAcquisitions & Takeovers
 Categories
 Process
 Key Terms

12. Categories
 Pre-emptive clauses
in Shareholders
Agreement
 FEMA requirements
 Meaning of ‘going
concern’
 Direct Tax
considerations
 Valuation
 Stamp Duty
Considerations
 Movable v.
Immovable

13. Structure of a Share Purchase Agreement
 Fair Market
Value
 Internationally
accepted pricing
methodology
 Authorizations
 Valuation
Certificate
 Agreed Form of
Documents
 FC-TRS
 Clearing cogs
 Remittance
 Delivery of Share Certificates
& SH 4
 Instruction with Depository
 Resignation and Appointment
of Directors
 Approval of Shareholders
Agreement

14. Glossary

15. Slump Sale
 Approvals
 Property-
Movable &
Immovable
 Contracts
 Employees
 Liabilities
 Goodwill
 Advances
 Consideration
 Deliver
movables
 Sale Deeds
 Link Documents
 Security
Deposits &
Bank
Guarantees
 Employees

17. Value Creation
Make M&A an extension of your
growth strategy
-Logical identification of targets
-Clear plan to create value
Think out-of-the-box
-Apply or leverage capabilities
to build value in target
-Expand capabilities or fill
capability gaps to create
opportunities you didn’t have
Set the Walk Away Price
-Identify your BATNA
-Do a reality check
Focused Mobilization to
Effectively Capture Value
-Shortlist critical actions
mandatory for success of M&A
-Execute long list of
integration tasks stringently
Identify what needs to be
integrated
-Articulate value creation
roadmap
-Plan to integrate where it
matters

18. International Transactions