This project provide you with description of what is M&A, about its factors, challenges and development with respect to Cross Border. It also talks about Defense Takeover, types of takeover and different types of tactics used for defense takeover. This basically summarises Cross border merger and acquisition as well as defense takeover with a very basic pointers.

1. CROSS BORDER
ACQUISITION AND
MERGER, TAKEOVER
DEFENSES

2. MERGER
Company A and Company B are willing to
come together co-equal basis.
ACQUISITION
Company A buys Company B's stock in
order to have mnaagement control.
WHAT IS A
MERGER AND
ACQUISITION?

3. WHAT IS
CROSS
BORDER
M&A?
It's cross border transaction where
legal barriers are more complex and
the business culture is wide.
FOR A BASIC CONCEPT:
It's an international "marriage" between
two companies to form a "family" where
the two parties will bee equally
responsible for the finance and the
management strategies. The two parties
will share the profits and losses
acccordingly.

4. FACTORS TO BE
CONSIDERED
• Imposition caps
• Relevant information
• disclosure and reporting
• Complex tax structures
• Costlier and complex
• Expenses and compliance
• Political challenges and government interference

5. EFFECTS OF CROSS
BORDER M & A
• CAPITAL BUILD UP
• CAPITAL CREATION
• TECHNOLOGY HANDOVER

6. • Political concerns
• Cultural Challenges
• Legal Considerations
• Tax and Accounting
considerations
• Due diligence
ISSUES AND
CHALLENGES

7. • Horizontal M&As
• Vertical M&As
• Conglomerate M&As
• Outlined, motives underlay the cross
border M&As
CROSS-BORDER MERGER
AND ACQUISITION
MOTIVES

8. • FOREIGN DIRECT INVESTMENT
MOTIVE
• INTANCIAL MOTIVE
• STRATEGIC MOTIVE
FURTHER IMPORTANT
MOTIVES

9. TYPES OF CROSS
BORDERS
• Inward cross border M&A
• Outward cross border
M&A

10. • IN RELATION WITH CROSS BORDER
MERGERS AND ACQUISITIONS
• GROWTH OF ECONOMY
• OPERATING SYNERGY
• TRENDS
INTERNATIONAL
GROWTH

11. BENEFITS OF
CROSS
BORDER M&A
ELEVATION IN CAPITAL
GENERATION OF EMPLOYMENT
OPPORTUNITIES
TECHNOLOGY EXCHANGE

12. CASE STUDY
TATA MOTORS' ACQUISITION OF JAGUAR AND LAND ROVER
• What was the deal between Tata and JLR?
• Why did Tata go for JLR?
• What were thee benefits gained by Tata Motors?
• Was it a disadvantage for Tata Motors?

13. TAKEOVER
BID
TYPES OF TAKEOVER BID
• FRIENDLY
TAKEOVER
• HOSTILE
TAKEOVER
• REVERSE
TAKEOVER
• BACKFLIP
TAKEOVER

14. TAKEOVER DEFENSE
Takeover defenses include all actions by managers to resist having their firms acquired.
Attempts by target managers to defeat outstanding takeover proposals are overt forms of
take- over defenses. Resistance also includes actions that occur before a takeover offer is
made which make the firm more difficult to acquire.

15. RATIONALE
FOR
RESISTANCE
• MANAGERS BELIEVE THE
FIRM HAS HIDDEN VALUES
• MANAGERS BELIEVE
RESISTANCE WILL
INCREASE THE OFFER
PRICE
• MANAGERS WANT TO
RETAIN THEIR POSITIONS

16. STRATEGIES
OF TAKEOVER
DEFENSE
PAC-MAN DEFENSE
WHITE KNIGHT
GOLDEN PARACHUTES

17. PAC-MAN DEFENSE
The Pac-Man defense is a
defensive tactic used by a targeted
firm in a hostile takeover situation.
In a Pac-Man defense, the target
firm then tries to acquire the
company that has made a hostile
takeover attempt.

18. WHITE KNIGHT
• A white knight is a hostile takeover defense
whereby a friendly company purchases the target
company instead of the unfriendly bidder.
• While the target company still loses its
independence, the white knight investor is
nonetheless more favorable to shareholders and
management.
• A white knight is just one of several strategies that
a company can employ to try to avert a hostile
takeover.

19. GOLDEN PARACHUTE
• Golden parachutes are lucrative severance packages inked into the
contracts of top executives that compensate them when they are
terminated.
• In addition to large bonuses and stock compensation, golden
parachutes may include ongoing insurance and pension benefits.
• The practice is controversial as poorly performing or short-lived
CEOs and other top executives can get paid large sums for little or
poorly perceived work.

20. STRATEGIES
OF TAKEOVER
DEFENSE
THE CROWN JEWEL STRATEGY
BUYBACK STRATEGY
SHARK REPELLENTS
POISON PILL DEFENSES
JUST SAY NO!
ADJUSTMENTS IN ASSETS AND
OWNERSHIP STRUCTURE

21. ADJUSTMENTS IN ASSETS AND OWNERSHIP
STRUCTURE
• CONSIDERATION TO OTHER BIDDER
• VETO VOTE OF MANAGEMENT
• DILUTING THE BIDDER'S VOTE
PERCENTAGE

22. THE CROWN JEWEL
STRATEGY
The target company spins off its major
attractive assets to specially formed for
that purpose.
EX. Birla's hostile take over of L&T

23. BUYBACK STRATEGY
Buyback of shares from acquirer or
shareholder at a premium.
The repurchase skews the distribution of
remaining shareholders towards a more
expensive pool.

24. SHARK
REPELLENT
MACARONI DEFENSE
SUPER MAJORITY PROVISION
STAGGERED BOARD OF
DIRECTORS

25. Poison Pill is a strategy used by target
company to avoid hostile takeovers
completely or atleast slow down aquiring
process, by making it expensive and
unattractive.
POISON PILL

26. REFUSAL TO
TRANSFER OF
SHARES
IT TAKES PLACE WHEN BOARD OF
DIRECTORS REFUSE TO TRANSFER OF
SHARES.

27. THANK YOU