SlideShare a Scribd company logo
Presented by
Faiz Ahmad
Gaurav Gupta
Introduction
 Acquisition of a target company is one type of an







investment in an expansion or a diversification project.
However, when it comes to funding of acquisitions it is
very different from the funding in an expansion or a
diversification.
Main reasons are:More risky
Correct Valuation
Undisclosed off-balance sheet liabilities.
Methods of Effecting Payment of
Consideration
 By issue of equity shares of the acquirer company.
 By issue of preference shares of the acquirer company.
 By issue of secured debt instruments of the acquirer

company.
 By payment in cash.
 By any combinations of the above.
Issue of Equity shares of the
acquirer company
An acquirer issues its shares to the shareholders of the
target company in exchange of the target company in a
specified ratio known as swap ratio.
Issues in using share swap method : Determine the correct swap ratio
 Determine correct long-term intrinsic value of the
acquirer company’s shares.
 It may lead to dilutions of the EPS and also reduced
the stake of the acquirer company's promoters in the
acquiring company.
Contd.
 Under the SEBI Act 20(2) of takeover regulations, the

acquirer company would have to give options to the
tendering shareholders to accept either cash or equity
shares.
 Under the IT act, there is no exemption nor deferment
available from payment of capital gain tax even if there
is no cash consideration flowing from the acquirer to
the tendering shareholder in the pure swap method.
Issue of preference shares of the
acquirer company
 SEBI prohibits it, in the course of open offer.
 Not applicable in case of negotiated deal.

 If takeover is initiated by institutional investors due to

there unhappiness with the present promoters.
Issue of secured debt instruments
of the acquirer company
 Chances of acceptance of this instruments is better if

company resorts to differential pricing.
 Also if the debt instruments is listed on a stock

exchange with national trading.
 Lastly, the most favored is always the cash option,

which is always liked by the tendering shareholders.
SOURECES OF FUNDS
 DOMESTIC ACQUISITIONS:
1)
a)
b)

c)
d)
e)

EQUITY
Internal Accruals
IPO/FPO
Rights Issue
PE funds
ADRs / GDRs
Contd.
2. Borrowed

Funds

a) Banks and FIs
b) External Commercial Borrowings(ECBs)
Cross-Border Acquisitions by Indian
Companies
 Peculiarities of cross-border acquisitions
a) Size of the acquisitions
b) Corporate and Funding Structure

c) RBI regulations

(i) LIMIT:-Investments not exceeding 400 % of the net
worth of the acquiring company.
Contd.
 Source of Funds:a) Drawl of foreign exchange from an AD bank in India.
b) Capitalization of exports
c) Swap of shares

d) Proceeds from ECBs/FCCBs
e) In exchange of ADRs/GDRs
f) Balances held in EEFC account of the Indian

company.

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BASIC TOOLS OF FINANCE

  • 2. Introduction  Acquisition of a target company is one type of an     investment in an expansion or a diversification project. However, when it comes to funding of acquisitions it is very different from the funding in an expansion or a diversification. Main reasons are:More risky Correct Valuation Undisclosed off-balance sheet liabilities.
  • 3. Methods of Effecting Payment of Consideration  By issue of equity shares of the acquirer company.  By issue of preference shares of the acquirer company.  By issue of secured debt instruments of the acquirer company.  By payment in cash.  By any combinations of the above.
  • 4. Issue of Equity shares of the acquirer company An acquirer issues its shares to the shareholders of the target company in exchange of the target company in a specified ratio known as swap ratio. Issues in using share swap method : Determine the correct swap ratio  Determine correct long-term intrinsic value of the acquirer company’s shares.  It may lead to dilutions of the EPS and also reduced the stake of the acquirer company's promoters in the acquiring company.
  • 5. Contd.  Under the SEBI Act 20(2) of takeover regulations, the acquirer company would have to give options to the tendering shareholders to accept either cash or equity shares.  Under the IT act, there is no exemption nor deferment available from payment of capital gain tax even if there is no cash consideration flowing from the acquirer to the tendering shareholder in the pure swap method.
  • 6. Issue of preference shares of the acquirer company  SEBI prohibits it, in the course of open offer.  Not applicable in case of negotiated deal.  If takeover is initiated by institutional investors due to there unhappiness with the present promoters.
  • 7. Issue of secured debt instruments of the acquirer company  Chances of acceptance of this instruments is better if company resorts to differential pricing.  Also if the debt instruments is listed on a stock exchange with national trading.  Lastly, the most favored is always the cash option, which is always liked by the tendering shareholders.
  • 8. SOURECES OF FUNDS  DOMESTIC ACQUISITIONS: 1) a) b) c) d) e) EQUITY Internal Accruals IPO/FPO Rights Issue PE funds ADRs / GDRs
  • 9. Contd. 2. Borrowed Funds a) Banks and FIs b) External Commercial Borrowings(ECBs)
  • 10. Cross-Border Acquisitions by Indian Companies  Peculiarities of cross-border acquisitions a) Size of the acquisitions b) Corporate and Funding Structure c) RBI regulations (i) LIMIT:-Investments not exceeding 400 % of the net worth of the acquiring company.
  • 11. Contd.  Source of Funds:a) Drawl of foreign exchange from an AD bank in India. b) Capitalization of exports c) Swap of shares d) Proceeds from ECBs/FCCBs e) In exchange of ADRs/GDRs f) Balances held in EEFC account of the Indian company.