This document outlines modules for a course on international trade and business laws related to mergers and acquisitions. It covers key concepts like definitions of mergers, acquisitions, and amalgamations. It discusses regulations and laws governing cross-border mergers from organizations like the WTO, EU, UK, and US. It also covers merger laws and processes specific to countries like India. The document provides an overview of the course structure and topics to be discussed.
Tata Steel acquired Corus Group in 2007 for $12 billion, making it the largest acquisition in India's history. After months of negotiations and competing offers from CSN, Tata Steel increased its bid to 608 pence per share to win approval from Corus shareholders. The acquisition created a global steel giant and helped Tata Steel gain a strong foothold in developed markets in Europe and North America. Financing for the deal included $3.38 billion in equity from Tata Steel and $8.12 billion in debt financing led by Credit Suisse and other banks. Cultural integration focused on aligning the companies' continuous improvement programs to capture synergies from the combination.
The document discusses mergers and acquisitions, providing definitions and examples. It describes the typical stages in an M&A deal including preliminary assessment, proposal, exit planning, and integration. Key factors driving M&A activity in India are also summarized such as increasing competition and globalization.
Ppr merger and_acquisition.pptxpprmerger and acquisitionAlok upadhayay
Group 6 presented information on mergers and acquisitions (M&A). The document defined mergers as combining two corporations where one maintains its identity, while acquisitions refer to purchasing assets or ownership of a company. It discussed the history, importance, process, differences between mergers and acquisitions, reasons for M&A failures, types of M&A, impacts, and legal provisions. M&A activity has increased in Nepal since 2004, with several bank and financial institution mergers occurring since 2011 when regulations were established to facilitate such combinations.
This document discusses different forms of business combinations including trade associations, chambers of commerce, pools, cartels, and vertical, horizontal, circular, and diagonal combinations. It provides details on what each type of combination is, how it is formed, and examples. The advantages and disadvantages of business combinations are also summarized, such as combinations can increase capital and efficiency but also create monopolies and concentrate wealth. Finally, the document outlines various causes for the growth of business combinations like eliminating competition, solving capital problems, and achieving economies of scale.
A merger occurs when one company is absorbed by another, while an acquisition takes place when a larger company takes over the shares and assets of a smaller company. Mergers and acquisitions allow companies to achieve economies of scale, gain market share, and increase competitiveness. However, they can also lead to integration difficulties and excessive debt if not managed properly. Some major mergers and acquisitions in India include the Reliance-BP deal, Essar exiting Vodafone, and Vedanta acquiring Cairn India. Reverse mergers allow private companies to go public by acquiring shell public companies.
Mergers and acquisitions are used as instruments of momentous growth and are increasingly getting accepted by Indian businesses as critical tool of business strategy. They are widely used in a diverse array of fields such as information technology, telecommunications, and business process outsourcing as well as in traditional business to gain strength, expand the customer base, cut competition or enter into a new market or product segment. Mergers and acquisitions may be undertaken to access the market through an established brand, to get a market share, to eliminate competition, to reduce tax liabilities or to acquire competence or to set off accumulated losses of one entity against the profits of other entity.
The project stands to demystify the mysteries regarding the various strategies of the subject, the mysteries relating to select notations like valuation and different restructuring activities, the mysteries of the process of Merger and Acquisition.
The document provides an overview of mergers and acquisitions in India, including:
1) It describes different types of mergers such as horizontal, vertical, congeneric, and conglomerate mergers. It also describes different types of acquisitions such as friendly, hostile, leveraged buyouts, and bailout takeovers.
2) It explains the legal and regulatory process for M&As in India, including the letter of intent, due diligence, transition agreements, representations and warranties in the agreement, and confidentiality agreements.
3) Key steps in the M&A process include negotiating a letter of intent, conducting due diligence, drafting the merger agreement to address issues found in due dilig
Tata Steel acquired Corus Group in 2007 for $12 billion, making it the largest acquisition in India's history. After months of negotiations and competing offers from CSN, Tata Steel increased its bid to 608 pence per share to win approval from Corus shareholders. The acquisition created a global steel giant and helped Tata Steel gain a strong foothold in developed markets in Europe and North America. Financing for the deal included $3.38 billion in equity from Tata Steel and $8.12 billion in debt financing led by Credit Suisse and other banks. Cultural integration focused on aligning the companies' continuous improvement programs to capture synergies from the combination.
The document discusses mergers and acquisitions, providing definitions and examples. It describes the typical stages in an M&A deal including preliminary assessment, proposal, exit planning, and integration. Key factors driving M&A activity in India are also summarized such as increasing competition and globalization.
Ppr merger and_acquisition.pptxpprmerger and acquisitionAlok upadhayay
Group 6 presented information on mergers and acquisitions (M&A). The document defined mergers as combining two corporations where one maintains its identity, while acquisitions refer to purchasing assets or ownership of a company. It discussed the history, importance, process, differences between mergers and acquisitions, reasons for M&A failures, types of M&A, impacts, and legal provisions. M&A activity has increased in Nepal since 2004, with several bank and financial institution mergers occurring since 2011 when regulations were established to facilitate such combinations.
This document discusses different forms of business combinations including trade associations, chambers of commerce, pools, cartels, and vertical, horizontal, circular, and diagonal combinations. It provides details on what each type of combination is, how it is formed, and examples. The advantages and disadvantages of business combinations are also summarized, such as combinations can increase capital and efficiency but also create monopolies and concentrate wealth. Finally, the document outlines various causes for the growth of business combinations like eliminating competition, solving capital problems, and achieving economies of scale.
A merger occurs when one company is absorbed by another, while an acquisition takes place when a larger company takes over the shares and assets of a smaller company. Mergers and acquisitions allow companies to achieve economies of scale, gain market share, and increase competitiveness. However, they can also lead to integration difficulties and excessive debt if not managed properly. Some major mergers and acquisitions in India include the Reliance-BP deal, Essar exiting Vodafone, and Vedanta acquiring Cairn India. Reverse mergers allow private companies to go public by acquiring shell public companies.
Mergers and acquisitions are used as instruments of momentous growth and are increasingly getting accepted by Indian businesses as critical tool of business strategy. They are widely used in a diverse array of fields such as information technology, telecommunications, and business process outsourcing as well as in traditional business to gain strength, expand the customer base, cut competition or enter into a new market or product segment. Mergers and acquisitions may be undertaken to access the market through an established brand, to get a market share, to eliminate competition, to reduce tax liabilities or to acquire competence or to set off accumulated losses of one entity against the profits of other entity.
The project stands to demystify the mysteries regarding the various strategies of the subject, the mysteries relating to select notations like valuation and different restructuring activities, the mysteries of the process of Merger and Acquisition.
The document provides an overview of mergers and acquisitions in India, including:
1) It describes different types of mergers such as horizontal, vertical, congeneric, and conglomerate mergers. It also describes different types of acquisitions such as friendly, hostile, leveraged buyouts, and bailout takeovers.
2) It explains the legal and regulatory process for M&As in India, including the letter of intent, due diligence, transition agreements, representations and warranties in the agreement, and confidentiality agreements.
3) Key steps in the M&A process include negotiating a letter of intent, conducting due diligence, drafting the merger agreement to address issues found in due dilig
The document provides an overview of a course on mergers and acquisitions. It discusses reasons for undertaking mergers and acquisitions, including pursuing growth, defensive strategies, and financial opportunities. Key motives for mergers and acquisitions include cost cutting, positioning for future opportunities, filling gaps in competencies, and broader market access. The document defines various types of mergers and acquisitions and the roles of stakeholders in M&A transactions such as bidding companies, target companies, investment banks, and legal advisors.
Mergers and acquisitions an indian perspectiveKiran Shinde
The document discusses mergers and acquisitions from an Indian perspective. It describes how M&A activities have grown in India over the past decade but declined significantly during the recent economic downturn. Domestic M&A deals in India have remained more resilient than cross-border deals. The document also defines key M&A concepts like mergers, amalgamations, takeovers, and joint ventures.
The document discusses various types of corporate restructuring including mergers and acquisitions. It provides examples of different types of mergers such as horizontal, vertical, and conglomerate mergers. It also discusses reasons for mergers and acquisitions including increasing market power, overcoming barriers to entry, and lowering costs. Potential problems with mergers and acquisitions are outlined like integration difficulties, inadequate evaluation of targets, and managers becoming overly focused on acquisitions.
Mergers and acquisitions involve the combination of two or more companies. A merger combines two approximately equal-sized companies, while an acquisition sees one larger company purchase a smaller one. There are several types of mergers, including horizontal (between competitors), vertical (between companies in a supply chain), and conglomerate (between unrelated industries). Reasons for mergers and acquisitions include gaining synergies between companies, removing unprofitable business lines, focusing on core competencies, generating cash, withstanding competition, and facilitating further growth.
Mergers and acquisitions (M&As) allow companies to gain competitive advantages such as economies of scale, increased market share, and access to new customers and technologies. The document discusses the objectives and strategies of M&As, including international trends in M&A activity over the last century. There have been five major waves of M&A activity driven by factors like industry consolidation, globalization, and economic conditions. Currently, healthy corporate balance sheets, low interest rates, and growing M&A activity in emerging markets are fueling a new wave of cross-border M&As.
Obtaining Australian merger and acquisition clearances in 2012Martyn Taylor
An overview of the current issues and methodology for obtaining a merger and acquisition clearance from the Australian Competition and Consumer Commission in Australia.
Explanation of the differences between mergers and takeovers, Main motives for merger or takeover, Types of M&A, Historical overview of Merger and acquisition, Main problems of M&A
1. Mergers and acquisitions refer to the buying, selling and combining of different companies. There are two types of transactions - transformative which create new products or resources, and non-transformative which merely exchange existing resources.
2. Companies pursue M&A to adapt to competitive pressures, advancements in technology, and economic conditions. Mergers and acquisitions allow companies to expand their business through increased size.
3. M&A can involve mergers, acquisitions, joint ventures, and other strategic combinations between companies. The degree and nature of integration and control differentiates these transactions.
This document provides an introduction to mergers and acquisitions (M&A). It defines M&A as aspects of corporate strategy and finance that involve combining companies. The document outlines different types of acquisitions and mergers. It also discusses common business valuation methods, financing options, the roles of advisory firms, and potential motivations for and effects of M&A deals. Special topics covered include brand considerations after mergers, historical trends in merger activity, and cross-border M&A.
This document provides an overview of mergers and acquisitions (M&A). It discusses the reasons and rationale for M&As, including synergistic operating economics, diversification, taxation benefits, and growth opportunities. The document also describes different types of mergers, such as horizontal, vertical, conglomerate, and reverse mergers. It explains the concept of synergy gains from M&As and how the combined value of the merging companies can be greater than the sum of their individual values.
Mergers and acquisitions refer to the corporate strategy of buying, selling, and combining companies. There are several types of M&A transactions. A merger occurs when two companies combine to form a single new company, while an acquisition happens when one company purchases another. Mergers and acquisitions can be financed through cash payments, borrowing, issuing bonds, or offering stock in the acquiring company. Accurate business valuations are important for determining the purchase price in an M&A deal.
Mergers and acquisitions occur when two or more businesses combine. A merger joins businesses together under shared management, while an acquisition happens when one business takes control of another by obtaining over 51% of its shares. Mergers and acquisitions happen in waves that coincide with economic and market conditions, and they are undertaken for reasons such as expansion, cost savings, access to cash, economies of scale, and market consolidation.
This document summarizes key topics related to mergers and acquisitions including:
- Definitions of mergers, acquisitions, and takeovers.
- Advantages like legal simplicity and increased net worth for shareholders, and disadvantages like requiring shareholder approval.
- Types of mergers like horizontal, vertical, and conglomerate mergers.
- Types of acquisitions like friendly and hostile acquisitions.
- Reasons for acquisitions like increased market power and speed to market, and problems with acquisitions like integration difficulties and inability to achieve synergies.
- Case examples are provided to illustrate various concepts.
Mergers allow companies to increase in value by combining resources, achieve better financial planning through diversification of operations, and realize economies of scale by utilizing combined production and distribution networks. Mergers also enable growth through external expansion and expertise in new areas, as well as stabilization through diversifying business scopes and consistently earning profits despite economic fluctuations. However, mergers can negatively impact the national economy, eliminate healthy competition from smaller competitors, and lead to monopolies through excessive concentration of economic power which is undesirable for customers.
Mergers & acquisitions in india december 2014ajsh123
A Leading CA Firm in Delhi offers chartered accountant services & financial services all over the world. Call +91-9810661322 for a financial plan for your Business.
This document discusses mergers and acquisitions (M&A). It provides examples of major M&As in India in 2014, including Flipkart-Myntra and RIL-Network 18 Media. It defines a merger as combining two relatively equal organizations, while an acquisition sees one organization take over another. Friendly acquisitions involve board approval, while hostile takeovers do not. Successful M&As require vigilance, priorities, pre-negotiation, striking the right deal, and integration. Payment can involve cash, stock, or a combination to compensate shareholders. Examples of M&As include PepsiCo's acquisition of Quaker Oats and the attempted merger of HP and Compaq, which ultimately failed.
This document discusses mergers and acquisitions. It defines a merger as when two equal companies join forces, while an acquisition is when one company takes over another. Mergers can occur through absorption, where one company loses its identity, or consolidation, where both companies dissolve to form a new entity. Motives for M&A include growth, economies of scale, market power, and diversification. The key steps in analyzing M&As are planning, searching/screening targets, financial evaluation, determining the merger mode, negotiation, and post-merger integration. There is an economic advantage if the combined value of merged firms exceeds the standalone values, creating value from the deal.
This document provides an overview of mergers and acquisitions. It defines mergers and acquisitions, describes the different types of mergers including horizontal, vertical, conglomerate and concentric mergers. It also outlines the key steps in the M&A process including company analysis, valuation, due diligence, approval and closing. Common valuation methods and financing options are also summarized. The document concludes with examples of major M&A deals in India.
Mergers and acquisitions allow companies to grow quickly through combinations that create synergies and economies of scale. Motives for mergers and acquisitions include growth, synergies when combined operations are more effective, diversification into new industries, achieving economies of scale and scope through a larger combined business, accessing new technologies, management gains when a more effective acquirer takes over a target, and financial benefits from improved access to capital as a larger entity.
An acquisition occurs when one company purchases another, usually with the purchasing company being larger. A merger involves two companies combining to form an entirely new company. There are several types of mergers and acquisitions including horizontal, vertical, conglomerate, and triangular structures. Mergers and acquisitions are regulated globally and within countries to assess the competitive impacts and effects on shareholders. Reasons for mergers and acquisitions include achieving economies of scale, increased market share, and entering new markets, though they sometimes fail due to cultural clashes, lack of planning, or ego problems.
Infosys acquired Lodestone, a global management consulting firm, for $345 million to strengthen its consulting capabilities. The acquisition will boost Infosys' presence in Europe and emerging markets and significantly expand its client base and revenues. It will also increase Infosys' expertise in SAP-based solutions through Lodestone's 850 employees, including 750 SAP consultants. The deal aims to transform Infosys' image and help it compete better with rivals through Lodestone's culture and methodology.
Infosys acquired Lodestone Holding AG to expand its presence in Europe and emerging markets. The acquisition cost Infosys approximately $345 million and brought over 850 employees and 200 clients to Infosys. The acquisition aimed to help Infosys compete better with competitors and provide higher value consulting services. Lodestone specialized in SAP implementation and was expected to boost Infosys' revenues.
The document provides an overview of a course on mergers and acquisitions. It discusses reasons for undertaking mergers and acquisitions, including pursuing growth, defensive strategies, and financial opportunities. Key motives for mergers and acquisitions include cost cutting, positioning for future opportunities, filling gaps in competencies, and broader market access. The document defines various types of mergers and acquisitions and the roles of stakeholders in M&A transactions such as bidding companies, target companies, investment banks, and legal advisors.
Mergers and acquisitions an indian perspectiveKiran Shinde
The document discusses mergers and acquisitions from an Indian perspective. It describes how M&A activities have grown in India over the past decade but declined significantly during the recent economic downturn. Domestic M&A deals in India have remained more resilient than cross-border deals. The document also defines key M&A concepts like mergers, amalgamations, takeovers, and joint ventures.
The document discusses various types of corporate restructuring including mergers and acquisitions. It provides examples of different types of mergers such as horizontal, vertical, and conglomerate mergers. It also discusses reasons for mergers and acquisitions including increasing market power, overcoming barriers to entry, and lowering costs. Potential problems with mergers and acquisitions are outlined like integration difficulties, inadequate evaluation of targets, and managers becoming overly focused on acquisitions.
Mergers and acquisitions involve the combination of two or more companies. A merger combines two approximately equal-sized companies, while an acquisition sees one larger company purchase a smaller one. There are several types of mergers, including horizontal (between competitors), vertical (between companies in a supply chain), and conglomerate (between unrelated industries). Reasons for mergers and acquisitions include gaining synergies between companies, removing unprofitable business lines, focusing on core competencies, generating cash, withstanding competition, and facilitating further growth.
Mergers and acquisitions (M&As) allow companies to gain competitive advantages such as economies of scale, increased market share, and access to new customers and technologies. The document discusses the objectives and strategies of M&As, including international trends in M&A activity over the last century. There have been five major waves of M&A activity driven by factors like industry consolidation, globalization, and economic conditions. Currently, healthy corporate balance sheets, low interest rates, and growing M&A activity in emerging markets are fueling a new wave of cross-border M&As.
Obtaining Australian merger and acquisition clearances in 2012Martyn Taylor
An overview of the current issues and methodology for obtaining a merger and acquisition clearance from the Australian Competition and Consumer Commission in Australia.
Explanation of the differences between mergers and takeovers, Main motives for merger or takeover, Types of M&A, Historical overview of Merger and acquisition, Main problems of M&A
1. Mergers and acquisitions refer to the buying, selling and combining of different companies. There are two types of transactions - transformative which create new products or resources, and non-transformative which merely exchange existing resources.
2. Companies pursue M&A to adapt to competitive pressures, advancements in technology, and economic conditions. Mergers and acquisitions allow companies to expand their business through increased size.
3. M&A can involve mergers, acquisitions, joint ventures, and other strategic combinations between companies. The degree and nature of integration and control differentiates these transactions.
This document provides an introduction to mergers and acquisitions (M&A). It defines M&A as aspects of corporate strategy and finance that involve combining companies. The document outlines different types of acquisitions and mergers. It also discusses common business valuation methods, financing options, the roles of advisory firms, and potential motivations for and effects of M&A deals. Special topics covered include brand considerations after mergers, historical trends in merger activity, and cross-border M&A.
This document provides an overview of mergers and acquisitions (M&A). It discusses the reasons and rationale for M&As, including synergistic operating economics, diversification, taxation benefits, and growth opportunities. The document also describes different types of mergers, such as horizontal, vertical, conglomerate, and reverse mergers. It explains the concept of synergy gains from M&As and how the combined value of the merging companies can be greater than the sum of their individual values.
Mergers and acquisitions refer to the corporate strategy of buying, selling, and combining companies. There are several types of M&A transactions. A merger occurs when two companies combine to form a single new company, while an acquisition happens when one company purchases another. Mergers and acquisitions can be financed through cash payments, borrowing, issuing bonds, or offering stock in the acquiring company. Accurate business valuations are important for determining the purchase price in an M&A deal.
Mergers and acquisitions occur when two or more businesses combine. A merger joins businesses together under shared management, while an acquisition happens when one business takes control of another by obtaining over 51% of its shares. Mergers and acquisitions happen in waves that coincide with economic and market conditions, and they are undertaken for reasons such as expansion, cost savings, access to cash, economies of scale, and market consolidation.
This document summarizes key topics related to mergers and acquisitions including:
- Definitions of mergers, acquisitions, and takeovers.
- Advantages like legal simplicity and increased net worth for shareholders, and disadvantages like requiring shareholder approval.
- Types of mergers like horizontal, vertical, and conglomerate mergers.
- Types of acquisitions like friendly and hostile acquisitions.
- Reasons for acquisitions like increased market power and speed to market, and problems with acquisitions like integration difficulties and inability to achieve synergies.
- Case examples are provided to illustrate various concepts.
Mergers allow companies to increase in value by combining resources, achieve better financial planning through diversification of operations, and realize economies of scale by utilizing combined production and distribution networks. Mergers also enable growth through external expansion and expertise in new areas, as well as stabilization through diversifying business scopes and consistently earning profits despite economic fluctuations. However, mergers can negatively impact the national economy, eliminate healthy competition from smaller competitors, and lead to monopolies through excessive concentration of economic power which is undesirable for customers.
Mergers & acquisitions in india december 2014ajsh123
A Leading CA Firm in Delhi offers chartered accountant services & financial services all over the world. Call +91-9810661322 for a financial plan for your Business.
This document discusses mergers and acquisitions (M&A). It provides examples of major M&As in India in 2014, including Flipkart-Myntra and RIL-Network 18 Media. It defines a merger as combining two relatively equal organizations, while an acquisition sees one organization take over another. Friendly acquisitions involve board approval, while hostile takeovers do not. Successful M&As require vigilance, priorities, pre-negotiation, striking the right deal, and integration. Payment can involve cash, stock, or a combination to compensate shareholders. Examples of M&As include PepsiCo's acquisition of Quaker Oats and the attempted merger of HP and Compaq, which ultimately failed.
This document discusses mergers and acquisitions. It defines a merger as when two equal companies join forces, while an acquisition is when one company takes over another. Mergers can occur through absorption, where one company loses its identity, or consolidation, where both companies dissolve to form a new entity. Motives for M&A include growth, economies of scale, market power, and diversification. The key steps in analyzing M&As are planning, searching/screening targets, financial evaluation, determining the merger mode, negotiation, and post-merger integration. There is an economic advantage if the combined value of merged firms exceeds the standalone values, creating value from the deal.
This document provides an overview of mergers and acquisitions. It defines mergers and acquisitions, describes the different types of mergers including horizontal, vertical, conglomerate and concentric mergers. It also outlines the key steps in the M&A process including company analysis, valuation, due diligence, approval and closing. Common valuation methods and financing options are also summarized. The document concludes with examples of major M&A deals in India.
Mergers and acquisitions allow companies to grow quickly through combinations that create synergies and economies of scale. Motives for mergers and acquisitions include growth, synergies when combined operations are more effective, diversification into new industries, achieving economies of scale and scope through a larger combined business, accessing new technologies, management gains when a more effective acquirer takes over a target, and financial benefits from improved access to capital as a larger entity.
An acquisition occurs when one company purchases another, usually with the purchasing company being larger. A merger involves two companies combining to form an entirely new company. There are several types of mergers and acquisitions including horizontal, vertical, conglomerate, and triangular structures. Mergers and acquisitions are regulated globally and within countries to assess the competitive impacts and effects on shareholders. Reasons for mergers and acquisitions include achieving economies of scale, increased market share, and entering new markets, though they sometimes fail due to cultural clashes, lack of planning, or ego problems.
Infosys acquired Lodestone, a global management consulting firm, for $345 million to strengthen its consulting capabilities. The acquisition will boost Infosys' presence in Europe and emerging markets and significantly expand its client base and revenues. It will also increase Infosys' expertise in SAP-based solutions through Lodestone's 850 employees, including 750 SAP consultants. The deal aims to transform Infosys' image and help it compete better with rivals through Lodestone's culture and methodology.
Infosys acquired Lodestone Holding AG to expand its presence in Europe and emerging markets. The acquisition cost Infosys approximately $345 million and brought over 850 employees and 200 clients to Infosys. The acquisition aimed to help Infosys compete better with competitors and provide higher value consulting services. Lodestone specialized in SAP implementation and was expected to boost Infosys' revenues.
LEATHER INDUSTRY.. ITS ALL ABOUT BRAND WARS... Survival of the UNIQUE..Abhishek Bajaj
The PPT deals about the marketing strategy of three leading Brands in the world of leather.. the war of brands between COACH, LOUIS VUITTON AND HERMES...
This document discusses mergers and amalgamations under Indian law. It defines a merger as when one company transfers its assets and liabilities to another company, ceasing to exist, while an amalgamation occurs when two or more companies merge into a new third company and the original companies cease to exist. It outlines the legal process under the Companies Act and Income Tax Act, including requirements for shareholder approval, court petitions, allotment of shares, and carryover of losses/depreciation. It also discusses precedents set in previous court cases related to mergers and amalgamations in India.
The document summarizes key aspects of amalgamation, mergers, acquisitions, and takeovers under Indian law. It outlines the procedures for amalgamation/mergers according to the Companies Act, including drafting schemes of arrangement, holding shareholder meetings, applying to courts for approval, and filing with the registrar of companies. It also describes major laws governing acquisitions and takeovers, such as SEBI regulations on substantial acquisitions and takeovers. The procedures under SEBI regulations include public announcements, letters of offer to shareholders, minimum share acquisition levels, and escrow account requirements.
The Indian leather industry has grown significantly over the past decades to become a major foreign exchange earner and employer. Exports have increased from $320 million in 1965-66 to $69.5 billion in 1996-97. The industry has transformed from exporting raw materials to value-added finished products. It employs around 2 million workers across sectors like tanning, footwear, and leather goods. Major production centers are located in cities across India like Chennai, Kanpur, Delhi and Kolkata.
This document provides an overview of foreign direct investment (FDI) and foreign institutional investment (FII) in India. It defines FDI and FII, compares the key differences between them, and outlines factors affecting FDI, top investing countries in India, sectors attracting FDI, advantages and disadvantages of both FDI and FII, and regulations around investment limits. The presentation also includes economic indicators, trends in FII inflows in India over years, and the relationship between exchange rates, stock market performance, and FII.
This document discusses foreign investment in India, including foreign direct investment (FDI) and foreign institutional investment (FII). It provides background on the Indian economy and types of foreign capital. FDI occurs when an investor in one country acquires assets in India to manage them. India is an attractive destination for FDI due to factors like its large market, skilled labor force, and tax incentives. FII involves foreign companies purchasing equity on Indian stock markets for short-term gains. The document compares the differences between FDI and FII and concludes that most developing countries now view foreign investment positively due to changes in their political and economic systems over the last few decades.
The document discusses India's trade policies and their impact on the leather industry. It outlines how trade policies have shifted from an emphasis on control to development and liberalization. Key changes include streamlining trade procedures, liberalizing import regimes, and placing a thrust on export orientation. The policies aim to double India's share of global merchandise trade by 2009. Specific initiatives for the leather industry include increasing duty-free import entitlements and exempting machinery for effluent treatment plants from customs duties to boost leather exports from Rs. 10,000 crore to Rs. 20,000 crore.
Effects of politics on international businesstaniajavaid
The political environment of the countries in which international businesses operate can significantly impact their operations. Governments have sovereignty over allowing or restricting foreign firms and impose various political factors such as differing laws, trade restrictions, and policies regulating business. These political factors vary across countries and can change unpredictably, presenting risks. Therefore, international businesses must consider how a nation's political system, policies, and stability or instability may affect their activities.
The document discusses foreign direct investment (FDI) and foreign institutional investment (FII) in India. It provides an overview of types of foreign investment including wholly owned subsidiaries, joint ventures, acquisitions, and portfolio investments. Benefits of foreign investment are described such as job creation, technological advancement, and economic growth. Factors affecting foreign investment in India and growth trends over time are also examined. The document focuses on FDI in India's retail sector and the potential advantages it may provide.
Local leather artisans in India were struggling due to modern fashion items and lack of skills/technology. To address this, the PMKVY program established the Leather Sector Skill Council to provide quality training. The Indian leather industry is a major global producer and exporter but faces issues like high costs, lack of dedicated industrial areas, and low capacity utilization. There is potential to boost the industry's GDP contribution and employment by improving skills and addressing challenges through initiatives like Skill India.
International mergers and acquisitionsKanku Baruah
The document discusses mergers and acquisitions (M&A) from several perspectives. It describes M&A as a strategy for companies to achieve growth through purchasing other companies. Different types of mergers are outlined based on the nature of the merging companies, including horizontal, vertical, conglomerate, product-extension, and market-extension mergers. The acquisition process and types of takeovers (hostile vs friendly) are also summarized. Specific examples provided include the ArcelorMittal merger forming the world's largest steel producer, and Procter & Gamble's acquisition of Gillette to become the largest consumer goods company.
The document summarizes India's Competition Act of 2002. The Act aims to promote fair competition in the market and protect consumer interests. It prohibits anti-competitive agreements between businesses like price fixing. It also prevents abuse of dominant market positions. The Act regulates mergers and acquisitions that could reduce competition. Review of combinations is subject to thresholds based on company turnover to encourage business growth. The Competition Commission of India enforces the Act and ensures open competition.
This document summarizes cartel cases and enforcement efforts around the world, with a focus on lessons for India. It discusses how cartels negatively impact markets and consumers. It provides examples of major international cartel cases investigated and fined by competition authorities in the European Union, United States, and other countries. It also briefly discusses three cartel cases investigated in India under previous competition law. The document aims to increase awareness of cartels as an economic offense and highlight factors for India's new Competition Commission to consider in cartel investigations.
The document discusses regional trade systems and the principles of the international trading system. It outlines five key principles: non-discrimination, reciprocity, binding and enforceable commitments, transparency, and safety valves. It then lists recommendations to promote free trade, continue institutions like the WTO, progressively deregulate and free trade while providing consumer information, and assist poor countries in participating in the international trading system.
The document discusses the importance of competition and the need for competition laws when global trade is taking place on a single platform. It notes that India enacted the Competition Act 2002 to establish a new competition regime and foster competition in markets after economic reforms in 1991 made the previous MRTP Act inadequate. The Act aims to eliminate anti-competitive practices and promote competition for the benefit of consumers.
The document discusses competition and competition policy in India. It defines competition as situations in markets where sellers strive for buyers to achieve business goals. Competition policy aims to promote efficiency and maximize welfare. The Competition Act of 2002 established a commission to prevent anti-competitive practices, promote competition, protect consumers, and ensure freedom of trade. The Act prohibits anti-competitive agreements and abuse of dominant positions. It regulates combinations and promotes competition advocacy. The Commission has powers like issuing cease/desist orders and imposing penalties.
The document discusses the European Market Infrastructure Regulation (EMIR) which aims to reduce risks in over-the-counter (OTC) derivatives markets through increased transparency, security and regulation. EMIR requires reporting of all derivatives contracts to trade repositories, clearing of standardized OTC contracts through central counterparties, and risk mitigation processes for non-cleared OTC derivatives. It affects financial and non-financial counterparties engaged in derivatives trading and imposes requirements for reporting, clearing thresholds, and compliance audits.
Legal shorts 31.07.15 including AIFMD annex iv reporting AIFMD and UCITS V re...Cummings
This document provides a summary of recent legal and regulatory developments in the UK financial services industry from the law firm Cummings Law. It summarizes updates from the FCA on AIFMD reporting requirements, ESMA guidelines on remuneration policies under AIFMD and UCITS V, and new FCA forms for the senior managers regime. It also briefly outlines reports from other organizations on topics like OTC derivatives reforms, the FX working group code of conduct, and proposed changes to UK limited partnerships for private equity investments.
MiFID II is an EU directive that significantly expands the scope and requirements of the original Markets in Financial Instruments Directive (MiFID) implemented in 2007. MiFID II aims to strengthen financial stability, reduce systemic risk, and increase investor protection following the 2008 financial crisis. It broadens coverage to include more financial services firms and asset classes. Key changes under MiFID II include increased pre- and post-trade transparency, additional rules around algorithmic and high-frequency trading, and strengthened supervision of commodity derivatives markets. Compliance will require major operational changes for many financial services firms across areas like reporting, trading systems, research payments, and position limits.
MiFID II comes into effect from 1 January 2018 and there is much work to be done to be ready. Read the corfinancial guide to find out how MiFID II will impact not only a very large number of Financial Services firms who operate in the European Union but is likely to have a significant impact on their business and operating models, processes and IT systems.
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International Mergers and Acquisitions in Emerging Sectors
1. INTERNATIONAL TRADE AND BUSINESS LAWS
MERGERS & ACQUSITIONS
Presented by Jayakar Bathula
LL.M-ITBL.
Mail- b.jayakar@nalsar.ac.in
NALSAR University of Law-HYD
2. CHAPTERIZATION
MODULE-I
1.1. INTRODUCTION
1.2. MEANING OF MERGERS & ACQUISITIONS AND AMOLGAMATIONS
1.3. PHYLOSOPHY OF MERGERS
1.4. EVOLUTIONS OF INTERNATIONAL TRADE UNIONS
1.5. PROS AND CONS OF MEGERS
MODULE-II
2.1. CROSS BORDER MERGERS: THE ROLE OF GATT AND GATS
2.2. CROSS BORDER MERGERS: THE ROLE OF WTO
2.3. COSTS OF OVER LAPING MERGER CONTROL JURISDICTION
2.4. FUNDAMENTAL OBJECTIVES OF- WTO: PREMERGER CONTROLL REGIME
2.5. DISADVANTAGES OF-WTO: PREMERGER CONTROLL REGIM
3. MODULE-III
3.1. MERGER LAWS IN EUROPEAN UNION
3.1.1. MERGER CONTROL IN EUROPEAN UNION
3.2. MERGER LAWS IN UNITED KINGDOM
3.2.1. GREATER TRANSPERENCY
3.3. MERGER LAWS IN U.S.A
3.3.1. FEDERAL LAWS AND STATE LAWS
3.4. MERGERS& ACQUISITIONS LAWS IN INDI
3.4.1. ROLE OF FICCI IN MERGERS AND ACQUISITIONS
MODULE-IV
4.1. MERGERS AND ACQUISITIONS IN INTERNATIONAL B.P.O-SECTOR
4.2. MERGERS AND ACQUISITION IN INTERNATIONAL BANKING SECTOR
4.3. M &A IN INTERNATIONAL TELECOMMUNICATIONS
4.4. MERGERS AND ACQUISITIONS IN AVIATION SECTOR
4.5. MERGERS AND ACQUISITIONS IN SPACE ACTIVITIES
4. MODULE-V
5.1. INDIA INTERNATIONAL MERGERS
5.2. INDIAN CONTRIBUTION TO INTERNATIONAL MERGERS
5.3. INDIA LOOK FORWARD
5.4. INDIA A GLOBAL APPROACH
5.5. CONCLUSION
.....
….
5. “MERGER”-Meaning
Merger is defined as combination of two or more companies in to a single
company where one survives and the other lose their corporate existence. The
survivor acquirers the assets as well as liabilities of the merged company or
companies.
According to Oxford dictionary the expression merger means combining of two
commercial companies in to one and merging of two or more business concerns
in to one-respectively.
Merger is just one type of Acquisition. One company can acquires other
company any other several ways including purchasing some or all of the
company’s assets or buying up its outstanding share stock.
6. “MERGER”
They end up the word “MERGER” may be taken as an abbreviation which
means:M-Mixing of
E-Entities
R-Recourses for
G- Growth
E-Enrichment and
R-Renovation.
7. “ACQUISITION”
ACQUISITION: Acquisition in general sense is acquiring the ownership in the
property, acquisition is the purchase by one company of controlling interests in
the share capital of another existing company, it means even after takeover
there is great changes in management of both the firms retain there is separate
legal identity.
THE FIVE RULES OF SUCCESSFUL ACQUISITION:
i, Contribute to the business : Technology, Services,
ii) Common core of unity: Market
iii) Temperamental fit: People in the acquiring company, respect the
product, the market and the customers of the company they acquire.
iv) Within a year or so the acquiring company must be able to provide
top management for the company it acquires.
v) With in the first year of the acquisition, it is important that a large
number of people in management group of the both companies receive
substantial promotion across the line that is from one of the former companies
to the other.
8. “AMOLGAMATION”
AMOLGAMATION: Halabury’s laws of England describe amalgamation as a
blending of two or more existing undertakings in to one undertaking, the
shareholders in the company which is to carry on the blended undertaking.
ExHindustan Computers Ltd, Hindustan Instruments Ltd, Indian Software
Company Ltd and Indian Reprographics Ltd in to an entirely new company
called HCL Ltd.
9. “PHILOSOPHICAL APPROACH”
Value is always going to have a relationship to price,
Not just for the acquisition by the numbers,
Something important the current management,
Bring resources,
Capital,
Regulatory expertise,
Marketing power,
Investments,
Creating enterprise value,
Proprietary process for creating and capturing of market value,
Enter in to the new market,
10. Cont…
i) Assess and evaluate the industry dynamics.
ii) Refine strategy in light of industry drivers.
iii) Identifying the characteristics of concentration risk.
iv) To evaluate potential opportunities.
v) Market utilizing company information .
vi) Strategic planning process growth plan.
vii) Identify dashboard of business metrics to measure performance.
vii) Initiate focused return on invested capital planning.
ix) Management evolution the right managers in the right roles.
x) Advise on critical areas of diligence to perform in advance .
xi) Monitor and advise company performance on a quarterly board level.
11. PROS &CONS
PROS:Net work economics
Research and Development
Other economics of Scale
Avoid Duplication
Regulation of Monopoly
Ex- T-Mobile merged with Orange in the UK.
CONS:Higher price
Less choice
Job losses
Diseconomies of Scale
Ex-Tesco and Sainsbury’s –Super markets in U.S.A.
12. DISADVANTAGES OF MERGERS &ACQUISITIONS
Legal expenses
Short term opportunity cost
Cost of take over
Potential Devaluation of Equity
Intangible costs
SHARE HOLDER DRAW BACKS:
Increase in cost to consumers
Decreased corporate performance and or services
Potentially lowered industry innovation
Suppression of competing businesses
Decline in equity pricing and investment value
13. CROSS BORDER MERGERS: THE ROLE OF GATT AND GATS
Massmart-South Africa:Botswana, Ghana, Malawi, Mauritius (closed January 2012), Mozambique,
Namibia, Nigeria, Tanzania, Uganda and Zambia.
Wall mart-USA :18 January 2011 Announcement of acquire 51% share of Massmart for
R148(Rand) cash .
The Competition Commission initially recommended that the merger be
approved unconditionally.
Recommendation was challenged at the Competition Tribunal by various
labour unions.( Congress of South African Trade Unions, South African
Commercial, Catering and Allied Workers Union) The unions appealed against
this ruling before the Competition Appeal Court .
The tribunal eventually approved the merger on 31 May 2011, subject to
certain conditions.
14. ON THE GROUNDS
GATT Article-III-Non Discrimination:-A rule that internal measures must not
give less favorable treatment to “like” foreign products, will achieve this antiprotection goal if “like [foreign] products” is defined to mean competitive
foreign products.
TRIMs Article-2 -Quantitative Restrictions:-Desiring to promote the expansion
and progressive liberalization of world trade and to facilitate investment across
international frontiers so as to increase the economic growth of all trading
partners, particularly developing country Members, while ensuring free
competition.
These provisions deal within goods while GATT Article I-National Treatment,
XVII refers the area of trade and services in the strategic regional mergers.
Section 12A of the South African Competition Act no of-1998-Public interest.
And the Merger has been justified by the Sub Section 3 of South African
Competition Act-1998.
15. CROSS BORDER MERGERS: THE ROLE OF WTO-PREMERGER OFFICE
(International Merger Control Regime)
McDonnell Douglas acquisition by Boeing which created significant political
conflict-1998.
Globalization and Overlapping Merger Control Jurisdiction.
The controversy between the United States and the European Union.
The potential public and private benefits of establishing an International Merger
Control Regime.
Many countries:Latin America.
Eastern Europe.
U.K.
European Commission.
Southeast Asia.
The People's Republic of China.
16. MINIMUM STANDARDS UNDER: WTO-PREMERGER OFFICE
AUSTRIA:
At least AS3.5 billion (approximately $270 million) and the annual sales, two of
the undertakings concerned at least AS5 million (Appro-$385,000).
BELGIUM: At least EUR 15 million or and at least two of the firms have
EUR40 million in annual sales.
IRELAND:IR10 million (approximately $12 million) or at least two parties
each have sales of IR20 million (approximately $24 million).
CANADA,
MEXICO,
SOUTH KOREA,
17. DISADVANTAGES OF WTO MERGER CONTROL REGIME
It is that such transactions would have to be notified to and reviewed by the
respective national regulators.
The consummation of the transaction would be further delayed because the
parties would have to respect the applicable waiting periods.
The merger control regime proposed here would be voluntary. It would be the
unilateral decision of the parties to notify their transaction to the WTO
Premerger Office.
Potential shortcoming of this proposal concerns the difficulty in defining the
standard used by the WTO Premerger Office in reviewing transactions.
SUBSTANTIAL STANDARDS:I, Regime prohibit the creation or strengthening of a dominant position.
II, Regimes which prohibit the substantial competition.
III, Regime consider both the effect on competition and other policy (1999);
concerns.
18. MERGER LAWS IN EUROPEAN UNION
European Union merger law is a part of the European Union Law, part
of competition law and it is designed to ensure that firms do not acquire such
a degree of market power on the free market.
Mergers and acquisitions are regulated by competition laws, European Union
has been enacted under Merger Regulation 139/2004, known as the "ECMR" .
Annual turnover of the combined business exceeds a worldwide turnover of
over EUR 5000 million and Community-wide turnover of over EUR 250
million must notify and be examined by the European Commission.
Art. 3(1), Regulation 139/2004, European Community Merger Regulation
states ……..
“To avoid the establishment of market structures which may create or
strengthen a dominant position.
Ex-GenCorp Ltd v. Commission .
19. ECMR-Cont…
Art. 2 of the ECMR says Firms who are engaged must be able to show that their
action nevertheless results in “technical and economic progress”.
Articles 3(2), 6(2), 13(3), 20(1) and 20(1a) of Regulation (EC) No 802/2004
require notifications, reasoned submissions, comments on the Commission's
objections, commitments offered by the undertakings concerned and the form to
be submitted to the Commissioning the format and with the number of copies
specified by the Commission in the Official Journal of the European Union.
Article 23(4) of Regulation (EC) No 802/2004 requires that documents or any
additional copies of documents submitted to the Commission electronically
should be submitted in the format specified by the Commission in the Official
Journal of the European Union.
20. MERGER CONTROL IN EU
Community dimension should not fall within the jurisdiction of the European
Commission.
Which undertakings do not meet the EU Merger Regulation criteria the
Commission has exclusive jurisdiction over "concentrations" with a
"Community dimension. An undertaking can acquire control over another
undertaking when it holds 50 per cent or less of the other's voting shares.
Joint ventures which are not in full function are subject to Articles 101 and 102
of the Treaty on The Functioning of the European Union (TFEU) (formerly
Articles 81 and 82 of the EC) and possibly also to national merger control laws.
Under Article 9, a merger which has been notified to the Commission under the
EU Merger Regulation can be referred back to a national competition authority,
at its request, where either:
The merger threatens to affect competition significantly within a market in the
Member State and the market concerned presents all the characteristics of a
distinct market.
21. MERGER LAWS IN UK:OFFICE OF FAIR TRADING
Fair Trading Act-1973 (FTA).
The Enterprise Act-2002 (EA).
Under section 22(3)(c) of the EA-Act, the OFT can refer a completed relevant
merger to review in Stack Exchange.
Section 73 of the Act the EA-Act, OFT finds that it is under a duty to refer a
merger to the Competition Commission.
Section 58 of the Act The public interest considerations that the Secretary of
State may take into account are set out.
In October 2008 the Secretary of State added by Order the maintenance of the
stability of the UK financial system.
The Secretary of State is also able to intervene in special public interest cases
where the standard jurisdictional thresholds relating to share of supply and
turnover is not satisfied.
22. GREATER TRANSPARENCY
In various ways, both directly and indirectly, the EA increased the transparency
and openness of merger reviews.
The merger entities required the Office of Free Trade (OFT) permission to
publish decisions and settings.
The merger parties has realistic responsible to appeal and a valuable source of
authority for businesses contemplating future transactions.
In addition, the new law required both the OFT and the CC to publish detailed
statements of guidance on their procedures and substantive rules.
23. MERGER LAWS IN U.S.A:
In 1890 the Antitrust law enacted to control the concentration of economic and
Industrial power.
Purpose of the antitrust legislation:
i)The core values of freedom,
ii) Individual choice,
iii) distributive justice,
iv) And pluralism,
Consequently small businesses and entrepreneurs were favored and
protected against the “encroaching economic leverage” of larger competitors.
Antitrust enforcement agencies in the U.S. are less likely to view mergers
and acquisitions more anticompetitive than their counterparts in other parts of
the world.
24. Cont…
Sherman Act-1890 broadly states that every contract, combination, or
conspiracy that restrains trade or commerce among the states, or with foreign
nations, is illegal and that every person who monopolizes, or attempts to
monopolize is guilty of a felony.
Section 7 of the Clayton Act-1950 is the primary legislation in the U.S.
governing mergers and acquisitions.
The Clayton Act applies to both mergers with immediate anticompetitive
effects and those that have a future probability of substantially reducing
competition.
Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”),
the primary administrative agencies of Mergers and Acquisitions in U.S.
Much of the merger enforcement activity in the U.S. is composed of premerger approvals and notification requirements.
In 1976 the U.S congress Improved the Antitrust Act to subject mergers,
having an effect in the U.S. the purpose of this Act is to reduce the costs
associated with having to reverse a merger or to seek remedies after a merger is
completed.
25. FEDERAL LAWS IN U.S.A
Section 13(d) of the Exchange Act, requiring the disclosure of an acquisition of
a class of voting equity in a public company is 5%.
Regulations 14A and 14C of the Exchange Act, governing solicitations of
shareholders in proxy contests and consent solicitations for the control of a
public company's board of directors.
Sections 14(d) and (e) of the Exchange Act, governing tender and exchange
offers.
Rule 13e-3 of the Exchange Act, regulating public to private transactions in
which existing shareholders or affiliates of a company squeeze out its public
shareholders.
Antitrust Improvements Act of 1976, as amended Acquisitions of US companies
must also comply with the anti-trust filing and waiting period requirements .
26. STATE LAWS IN U.S.A
General corporate law,
Anti-takeover laws,
Control share acquisition statutes,
Business combination or moratorium statutes,
Fair price statutes,
Constituency statutes,
Endorsements of defensive action,
The bidder.
The bidder's affiliates, officers or directors.
Rule 13h-1, Exchange Act-2011 States any person can acquires exchange-listed
securities that equal or exceed 2 million shares the acquisition of shares is part
of a tender offer or merger.
Cash tender offers are subject to certain requirements,(sections 14(d) and (e),
Exchange Act).
27. MERGER & ACQUSITION LAWS IN INDIA
The Companies Act-1956,Sec-390 to 394 are merger provisions govern a
merger of two or more companies under Indian law.
Since a merger essentially involves an arrangement between the merging
companies and their respective shareholders, each of the companies proposing
to merge with the other(s) must make an application to the Company Court
having jurisdiction over such company for calling meetings of its respective
shareholders and/or creditors.
The majority in number representing 3/4th in value of the creditors/shareholders
present and voting at such meeting agrees to the merger, then the merger, if
sanctioned by the Court.
The order of the Court approving a merger does not take effect until a certified
copy of the same is filed by the company with the Registrar of Companies.
Section 394 (4) (b) makes it clear A ‘transferor company’ would mean any
corporate, whether or not a company registered under the Companies Act
implying that a foreign company could also be a transferor, and a ‘transferee
company’ would only mean an Indian company.
28. COMPANIES ACT-2013
The acceptance of a scheme or Merger or Amalgamation by the Shareholders in
Sec-391(2) of the 1956-Act, is still precondition in the interest of the Nation
Under the 1956 Act the Courts were endowed with the power to sanction a
scheme of Merger or Amalgamation…..
According to New Act-2013, Powers has given to the High Courts would be
invested with the National Company Law Tribunal (NCLT), it helps in
shortening of time to obtain Sanctions.
Under the 1956 Act the Shareholders or Creditors to present in person or in
proxy for approving the Scheme of Merger….
According to New Act-2013, goes a step further provides a mode of voting, Sub
Clause (4) of Sec-230 states adoption of a scheme under Chapter XV by postal.
29. Cont…
Sub clause 5 of Sec-230 of the New Act States companies to send a notice of
meeting to approve a merger or amalgamation to varies Government Authorities
such as…
Central Government,
The Income Tax Deportment,
Registrar of Companies,
SEBI,
RBI,
Respective Stock Exchange,
Official Liquidator,
The Competition Commission…. With in the Period of 30Days.
Sec-234 of 2013 Act is the license to Merge in to Foreign Companies. Foreign
Company may Merge in to Indian Company, Indian Company may merge in to
Foreign Company.
Sec-233 of the 2013 Act State that Small Companies may not go to strickt
procedure, and may be completed on the members approval.
30. SEBI REGULATIONS:
The Securities and Exchange Board of India (the “SEBI”) is the nodal authority
regulating entities that are listed on stock exchanges in India.
Substantial Acquisition of Shares and Takeovers Regulations, 1997 has been
repealed by the Securities and Exchange Board of India, on October 23, 2011.
Regulation 13 of the Takeover Code provides for the timing of making a public
announce-ment for different modes of acquisition of shares of a target company.
Under Regulation 13(2) of the Takeover Code, an acquirer is required to make a
public announcement on the date of first such acquisition giving the details of
the proposed subsequent acquisition.
Regulation 23 says an open offer can-not be withdrawn once the public
announce-ment is made.
Regulation 23(1) (c) of the Takeover Code an acquirer shall not be permitted to
withdraw an open offer made pursuant to preferential issue of shares even if the
proposed acquisition through a prefer-ential issue is unsuccessful.
31. SEBI Cont…
Acquirer to make disclosure of its aggregate shareholding in the target company
if the acquirer acquires shares or voting rights which taken together with shares
or voting rights, if any, held by him and by persons acting in concert (“PAC”)
with him in such target company, aggregate to five per cent or more of the
shares of such target company.
Regulation 29(2)18 provides that an acquirer, who together with Person Acting
Concert, holds shares or voting rights entitling them to five per cent or more of
the shares or voting rights in a target company must disclose the number of
shares or voting rights held and change in shareholding or voting rights, even if
such change results in shareholding falling below five per cent.
Section 211(3C) of the Companies Act, 1956 has to be compulsorily filed with
the stock exchange and auditors’ certificate.
Issue of Capital and Disclosure Requirement Regulations-the acquisition of an
Indian listed company involves the issue of new equity shares or securities
under the provisions of Chapter VII.
32. THE ROLE OF FICCI…
The Competition act-2002 amended as Regulating of Mergers and Acquisitions
Sec-5 Deals with Combination of two or more Entities.
Sec-5a Deals with the Control of acquisition.
An Indian company with turnover of Rs. 3000 crores cannot acquire another
Indian company without prior notification and approval of the Competition
Commission.
Under Section -6, A foreign company with turnover outside India of more than
USD 1.5 billion (or in excess of Rs. 4500 crores) may acquire a company in
India with sales just short of Rs. 1500 crores without any notification to (or
approval of) the Competition Commission being required.
the draft Regulation 5(2) (vii) dealing with “renewed tender offer”, 5(2)(iii)
dealing with international combinations, and 5(2)(xii) dealing with an
acquisition by the Central Government or a State Government.
33. MERGERS & ACQUTIONS IN INTERNATIONAL IT- B.P.O SECTOR
The growth, pushing IT-BPO providers toward focused M&A strategies to build
and sustain growth momentum.
To fill gaps in service portfolios , geographic presence, to meet client demands
and compete with the global major entities Mergers & Acquisitions are more
Important in the Sector.
Wipro's acquisition of Opus CMC,(“string of pearl” )
Genpact's acquisition of Triumph Engineering,
Cognizant's acquisition of ING's Core Logic’s captives,
Tech Mahindra's acquisition of Hutch BPO,
TCS' and Wipro's acquisition of Citigroup's captives,
M&A strategies can help Indian players tap into $2 billion to $4 billion in
revenues each year,
the almost $100 billion seen in 2010,
The IT-BPO sector played major role in India during 2011-$1.4 billion, in 2012$3.4 billion,
34. Cont…
In the year 2005 two Indian listed companies, Tata Consultancy Limited (TCS)
and Tata InfoTech Limited (TIL) 14 initiated a process of amalgamation of TIL
into TCS with a view to expand customer base and a deeper penetration to gain
more efficient operations for both companies.
(TCS) announced on Tuesday that it had acquired French information
technology (IT) services firm Alti SA for €75 million (around Rs.530 crore).
In 2012, the IT and IT-enabled services sector saw cross-border merger and
acquisition transactions worth $1.4 billion (around Rs. 7,630 crore) in Europe
and North America.
Infosys Ltds acquisition of Lodestone,
MphasiS Ltd’s acquisition of Digital Risk Llc,
The scheme of amalgamation of TIL with TCS pursuant to section 391-394 of
the Companies Act-1956.
35. MERGERS &ACQUISITIONS IN INTERNATIONAL BANKING
Banking Mergers based on the five principles criteria:
(a) Reputation of the acquirer;
(b) The reputation and experience of any person who will direct the business of the
credit institution as a result of the acquisition.
(c) The financial soundness of the acquirer, in particular in relation to the type of
business pursued in the credit institution (Directive 2002/87/EC -on the
supplementary supervision).
(d) The credit institution will be able to meet and continue to comply with the
prudential conditions (2006/49/EC -on capital adequacy).
(e) Reasonable grounds for fearing money laundering or terrorist financing in
connection with the acquisition (2000/46/EC -on electronic money institutions).
36. Cont…
The European Directives are based on standards developed by the Basel
Committee on Banking Supervision (an International standard-setter for banking
regulation,- Section -2).
Article 39 indicates that the Commission may “submit proposals to the Council,
either at the request of a Member State or on its own initiative, for the
negotiation of agreements with one or more third countries .
Article 143 of the Credit Institutions Directive provides specific rules on the
consolidated supervision if the parent head office is in a third country.
European Banking Committee and European Financial Conglomerates
Committee have jointly controls the Banking Mergers.
The Basel Committee has as task to “enhance understanding of key supervisory
issues and improve the quality of banking supervision worldwide.
The Basel II capital framework has been implemented by the European
Community in Title V of the Credit Institutions Directive.
In 1975, the Basel Committee drafted the ‘Basel Concordat’,
37. INTERNATIONAL BANK ACQUISITIONS
BANK
Merrill Lynch.
Bear Streans
Country wide Financial
Alliance & Leicester
Catholic Building Society…etc
ACQUIRED BY
Bank of America
JPMorgan Chase
Bank of America
Grupo Santander
Chelsea Building Society…etc
38. MERGERS & ACQUISITIONS IN
INTERNATIONAL TELICOMMUNICATIONS
Bell Atlantic/NYNEX:The original seven Baby Bells that began operations in 1984.
Operations were internally "merged" under a single NYNEX brand on Jan. 1,
1994.
This combination began operations in July 1995 under the name Bell Atlantic
NYNEX Mobile.
The Bell Atlantic and NYNEX merged on April 1, 1996 with the value of $23
billions. And other two baby Bells SBC Communications and Pacific Telesis.
The "new" Bell Atlantic opened for business on Aug. 15, 1997.
39. Cont…
GTE was one of the world's largest telecommunications company with $25
billion Revenue in1997, 35 billion Customers access in USA, Canada,
Dominican Republic, Venezuela.
The Bell Atlantic - GTE transaction valued at more than $52 billion at the time
of the announcement was designed to join Bell Atlantic's sophisticated network
serving its densely-packed, data-intensive customer base in 13 states.
Virginias with GTE's national footprint, advanced data communications
capabilities and long-distance expertise.
Merged in to “Verizon's Formation: The Bell Atlantic GTE”
Approved by Federal Communications Commission (FCC), and clearance from
the U.S. Department of Justice (DOJ) and various International agencies on July
27, 1998.
40. Cont..
The MFJ-Long Distance Discount Service (LDDS) merged with Advanced
Telecommunications Corp In December 1992.
In 1993, LDDS merged with Metromedia and Resurgens Communications.
In 1994, LDDS acquired IDB Communications Group.
In 1995, the company acquired WilTel Network Services, and name changed
LDDS to World Com.
In 1996, WorldCom completed a merger with MFS Communications.
In May 1999, MCI WorldCom and SkyTel Communications, a nationwide
wireless messaging company merger ed.
41. MEGERS AND ACQUISITIONS IN AVIATION SECTOR
AIR FRANCE AND KLM:
Air France is French based Airline with significant International operations,
main activities….
Passenger airline transport,
Cargo transport ,
Maintenance services. Air France operates a hub-and-spoke network.
KLM is a Dutch-based full-service carrier operating worldwide,
main activities….
Passenger airline transport,
Cargo transport,
maintenance services ,
And the operation of charter and low-cost/low-fare scheduled services.
On 18 December 2003, Air France and KLM notified a framework agreement
according to which Air France has merge control of KLM.
42. Cont…
The combination allowed KLM customers to have access to more than 90 new
destinations while Air France customers will be offered 40 new routes.
The Air France/KLM deal - the first real merger in the European airline
industry.
2004 - Merged with KLM Royal Dutch Airlines changing the company name
to Air France KLM although the two airlines still operate as separate airlines.
43. MERGER OF UNITED AIRLINES WITH U.S AIRWAYS
The two airlines operates separate websites and reservation systems. passengers
are able to earn and redeem miles when traveling on either carrier, as well as
reciprocal American Admirals Club and US Airways Club benefits.
Together, the two airlines are expected to offer nearly 6,700 daily flights to more
than 330 destinations with about 950 planes and employ more than 100,000
workers.
The merger has the supported by most major labor groups, including the Assn. of
Professional Flight Attendants, which represents 16,000 attendants at American
Airlines and faced an uncertain future after AMR Corp. In 2011.
BENEFITS:
Hub-to-Hub Nonstop Markets.
Washington, D.C. and Baltimore Nonstop Markets.
East Coast Connect Markets.
International Routes.
Corporate and Government Business.
Airline Service Concentration.
44. Cont…
AIR BERLIN:2006 - Acquired dba
2007 - Acquired LTU
2009 - Acquired LGW
2009 - Acquired Belair
2011 - Acquired flyNiki
DELTA AIR LINES:1924 - Started as Huff Daland Dusters
1972 - Purchased Northeast Airlines
1987 - Merged with Western Airlines
2008-2010 - Merged with Northwest Airlines kept Delta name
45. AVIATION MERGERS IN INDIA
The Jet-Sahara Mega Merger-on On 20th April , 2007.
The Air Deccan-Kingfisher Merger-May, 2007 .
The Air India-Indian Air Merger-in April, 2007.
46. MERGERS AND ACQUISITIONS IN SPACE ACTIVITIES
In the 1960s, American manufacturers went through a first wave of mergers in
Aviation activities.
Martin joined forces in 1961 with the nonaerospace materials firm American
Marietta to form Martin Marietta Corp.
North American Aviation merged with automobile-parts supplier Rockwell
Standard and established Rockwell International Corporation in 1967.
General Dynamics General Aviation Aircraft maker Cessna, acquired by
Textron Inc- missile business .
In late 1996 Boeing acquired Rockwell International’s space and defense units,
in 1997 it merged with McDonnell Douglas to establish the world’s largest
aerospace company.
In October 2000 Boeing acquired three units from Hughes Electronics-Space
and Communications Company, Hughes Electron Dynamics, and Spectrolab.
In France, Sud Aviation, Nord Aviation, and SEREB merged in 1970 as
Aerospatiale to form the country’s strongest aerospace firm.
47. Cont…
In May 2000 Matra Marconi Space and the space divisions of Dasa were
combined in a joint venture under the name Astrium, 50 percent of which was
owned by Aerospatiale Matra and BAE Systems and 50 percent by Dasa.
Astrium was the first Trinational space company, with facilities in France,
Germany, and Great Britain.
In1960s when six European countries – Belgium, France, Germany, Italy, the
Netherlands and the UK – formed the European Launcher Development
Organization (ELDO) to develop and build a heavy launcher called ‘Europa’.
In 1962, those same countries, plus Denmark, Spain, Sweden and Switzerland,
formed the European Space Research Organisation (ESRO) to undertake mainly
scientific satellite programmes.
ESA was founded in 1975 through the merger of the European Space Research
Organization (ESRO) and the European Launcher Development Organization
(ELDO).
On April 29, 2004, Alcatel and Finmeccanica SpA cleared the last hurdle in the
merger of their satellite manufacturing and services units.
48. Cont…
Alcatel Alenia Space Alcatel :67%, Finmeccanica 33%, Head quartered in
France this entity’s activities focus on the….
Design,
Development and manufacturing of space systems,
Satellites,
Equipments,
Payloads,
Associated ground systems.
Telespazio Finmeccanica: 67%, Alcatel: 33%, This entity with head quartered
in Italy, concentrates on…
operations and services for satellite solutions
control and exploitation of space systems ,
networking,
multimedia and earth observation.
From July 1, 2005 Alcatel Alenia Space and Tele Spazio are fully operational
and ready for business.