Mergers and acquisitions allow companies to combine operations through either merging or one company acquiring another. A merger combines two companies as equals, while an acquisition sees one company purchase another to make it a subsidiary. Mergers are more complex than acquisitions as they require cooperation between merging companies. Acquisitions can be friendly or hostile transactions. Cultural clashes, debt from purchases, and failure to achieve synergies can cause mergers and acquisitions to fail if not properly planned and managed.
3. MEANING
Merger
•A transaction where two firms agree to integrate their
operations on a relatively co-equal basis because they have
resources and capabilities that together may create a
stronger competitive advantage.
•The combining of two or more companies, generally by
offering the stockholders of one company securities in the
acquiring company in exchange for the surrender of their
stock
•Example: Company A+ Company B= Company C.
4. ACQUISITION
A transaction where one firms buys another firm with
the intent of more effectively using a core competence
by making the acquired firm a subsidiary within its
portfolio of business
It also known as a takeover or a buyout
It is the buying of one company by another.
In acquisition two companies are combine together to
form a new company altogether.
Example: Company A+ Company B= Company A.
5. DIFFERENCE BETWEEN MERGER AND
ACQUISITION:
MERGER ACQUISITION
i. Merging of two organization in i. Buying one organization by
to one. another.
ii. It is the mutual decision. ii. It can be friendly takeover or
iii. Merger is expensive than hostile takeover.
acquisition(higher legal cost).
iii. Acquisition is less expensive
iv. Through merger shareholders than merger.
can increase their net worth.
iv. Buyers cannot raise their
v. It is time consuming and the
enough capital.
company has to maintain so
much legal issues. v. It is faster and easier
transaction.
vi. Dilution of ownership occurs
in merger. vi. The acquirer does not
experience the dilution of
ownership.
6. MERGER:WHY & WHY NOT
WHY IS IMPORTANT PROBLEM WITH MERGER
i. Increase Market Share.
ii. Economies of scale i. Clash of corporate cultures
ii. Increased business complexity
iii. Profit for Research and iii. Employees may be resistant to
development. change
iv. Benefits on account of
tax shields like carried
forward losses or
unclaimed depreciation.
v. Reduction of
competition.
6
7. ACQUISITION:WHY & WHY NOT
WHY IS IMPORTANT PROBLEM WITH ACUIQISITION
i. Increased market
share.
ii. Increased speed to i. Inadequate
market valuation of target.
iii. Lower risk comparing ii. Inability to achieve
to develop new synergy.
products.
iii. Finance by taking
iv. Increased
diversification huge debt.
v. Avoid excessive
competition
7
8. REASONS /ADVANTAGES 8
Size and Synergy
Increased revenue/Increased Market Share
Economies of Scale
Helps to face competition
Revival of sick units
Faster growth rate
Taxes Advantages
Finance related advantages
11. 1. Tata Steel-Corus: $12.2 billion
January 30, 2007
Largest Indian take-over
After the deal TATA’S
became the 5th largest
STEEL co.
100 % stake in CORUS
paying Rs 428/- per share
Image: B Mutharaman, Tata Steel MD; Ratan
Tata, Tata chairman; J Leng, Corus chair;
and P Varin, Corus CEO.
12. 2. Vodafone-Hutchison Essar:
$11.1 billion
TELECOM sector
11th February 2007
2nd largest
takeover deal
67 % stake holding
in hutch
Image: The then CEO of Vodafone
Arun Sarin visits Hutchison
Telecommunications head office in
Mumbai.
13. 3. Ranbaxy-Daiichi Sankyo: $4.5 b
Pharmaceuticals sector
June 2008
Acquisition deal
largest-ever deal in the
Indian pharma industry
Daiichi Sankyo acquired
the majority stake of
more than 50 % in
Ranbaxy for Rs 15,000
crore
Image: Malvinder Singh (left), ex-CEO 15th biggest drugmaker
of Ranbaxy, and Takashi Shoda,
president and CEO of Daiichi Sankyo.
14. 4. Tata Motors-Jaguar Land
Rover: $2.3 billion
March 2008 (just a
year after acquiring
Corus)
Automobile sector
Acquisition deal
Gave tuff competition to
M&M after signing the
deal with ford
Image: A Union flag flies behind a
Jaguar car emblem outside a
dealership in Manchester, England.
15. 5. RIL-RPL merger: $1.68 billion
March 2009
Merger deal
amalgamation of its
subsidiary Reliance
Petroleum with the
parent company
Reliance industries
ltd.
Rs 8,500 crore
RIL-RPL merger
Image: Reliance Industries'
chairman Mukesh Ambani. swap ratio was at
16:1
16. Why India?
Dynamic government policies
Corporate investments in industry
Economic stability
“Ready to experiment” attitude of
Indian industrialists
17. Deals in India for first financial
quarter 2010
Value in USD Share in per
Sector No. of Deals
million cent
Telecom 3 22732.26 67.19
Pharmaceutical 4 3958.29 11.02
BFSI 6 2651.54 7.84
Metal and Mining 4 1483.15 4.38
Energy 4 1320 3.90
Other sectors 39 1919.00 5.67
18. PROCESS OF MERGER & ACQUISITION IN INDIA:
The process of merger and acquisition has the following steps:
ii.Approval of Board of Directors
iii.Information to the stock exchange
iv.Application in the High Court
v.Shareholders and Creditors meetings
vi.Sanction by the High Court
vii.Filing of the court order
viii.Transfer of assets or liabilities
ix.Payment by cash and securities
Maximum Waiting period:210 days from the filing of notice(or the order of
the commission - whichever earlier).
22. How to Prevent the Failure
Continuous communication – employees,
stakeholders, customers, suppliers and
government leaders.
Transparency in managers operations
Capacity to meet new culture higher
management professionals must be ready to
greet a new or modified culture.
Talent management by the management