Service Management

   Mergers & Acquisitions


                 Vivek Jeyakumar
                      Ashish Dixit
               Anuradha Hardikar
Definition
• Merger-the combination of two or more
  companies in creation of a new entity or
  formation of a holding company
• Acquisition-the purchase of shares or assets
  on another company to achieve a managerial
  influence
Global M&A Overview
• US$ 415.4bn in global M&A, down 31.2% on Q1
  2011
• Europe the only region to show a quarter-on-
  quarter increase
• Goldman Sachs tops global advisory league table
  with deals of $125.4bn
• Private equity buyouts account for 10.3% of
  global M&A
• Energy, Mining & Utilities top sector so far this
  year
M&A in India
• Total M&A deal value was US$ 62 billion (971
  deals) in 2010, it was US$ 54 billion (1026
  deals) in 2011 and 1st 4 months of 2012
  witnessed deal value of US$ 23 billion (396
  deals).
• Witnessed some large domestic mergers like
  Tech Mahindra with Satyam and Sesa Goa
  with Sterlite.
• Private Equity playing a key role in the Indian
  M&A landscape
Advisory firms
• Include investment banks, corporate lawyers,
  accountants, stockbrokers, strategy
  consultants
• investment banks are among the first to offer
  M&A services and remain dominant players in
  this business
• investment banks have increasing competition
  in the M&A advisory market from commercial
  banks and prominent accounting firms
Major M&A firms
Role of advisory firms
• M&A advisory firms provide the match making
  service of bringing together buyers and sellers of
  businesses.
• Also include the following services
   – valuation of the business
   – Conducting initial interviews and discussions with
     prospective acquirers
   – Handling the confidentiality contracts on behalf of
     the client
   – Providing strategic insights and negotiations skills on
     behalf of the client
   – Assisting with due diligence
   – Resolving transaction issues throughout the process
Services offered
•   Financial advice
•   Project management
•   Due diligence
•   Research and valuation
•   Producing a prospectus or information
    Memorandum
•   Contact and analysis of possible buyers/sellers
•   Providing support to management &Owners
•   Rules and regulations expertise
•   Marketing
CSF of Advisory firms
• Complete and clear objectives, goals and
  scope of the project
• Client consultation and acceptance
• Communication and information sharing and
  exchange
• Project plan development
• Resource planning
• Time management, tight secrecy
• Price evaluation and financing scheme
• Risk management
Revenues for the services
• contingent fee -payable upon the
  consummation of the M&A transaction.
• non-contingent fee -M&A advisory firm
  receives this fee as a retained fee or an
  opinion fee whether the transaction is
  consummated or not.
Challenges

•   Uncertain global economy
•   Introduction of GAAR
•   Political Scenario
•   Interaction between different laws and
    regulators
Thank You

mergers and acquisitions

  • 1.
    Service Management Mergers & Acquisitions Vivek Jeyakumar Ashish Dixit Anuradha Hardikar
  • 2.
    Definition • Merger-the combinationof two or more companies in creation of a new entity or formation of a holding company • Acquisition-the purchase of shares or assets on another company to achieve a managerial influence
  • 3.
    Global M&A Overview •US$ 415.4bn in global M&A, down 31.2% on Q1 2011 • Europe the only region to show a quarter-on- quarter increase • Goldman Sachs tops global advisory league table with deals of $125.4bn • Private equity buyouts account for 10.3% of global M&A • Energy, Mining & Utilities top sector so far this year
  • 4.
    M&A in India •Total M&A deal value was US$ 62 billion (971 deals) in 2010, it was US$ 54 billion (1026 deals) in 2011 and 1st 4 months of 2012 witnessed deal value of US$ 23 billion (396 deals). • Witnessed some large domestic mergers like Tech Mahindra with Satyam and Sesa Goa with Sterlite. • Private Equity playing a key role in the Indian M&A landscape
  • 5.
    Advisory firms • Includeinvestment banks, corporate lawyers, accountants, stockbrokers, strategy consultants • investment banks are among the first to offer M&A services and remain dominant players in this business • investment banks have increasing competition in the M&A advisory market from commercial banks and prominent accounting firms
  • 6.
  • 7.
    Role of advisoryfirms • M&A advisory firms provide the match making service of bringing together buyers and sellers of businesses. • Also include the following services – valuation of the business – Conducting initial interviews and discussions with prospective acquirers – Handling the confidentiality contracts on behalf of the client – Providing strategic insights and negotiations skills on behalf of the client – Assisting with due diligence – Resolving transaction issues throughout the process
  • 8.
    Services offered • Financial advice • Project management • Due diligence • Research and valuation • Producing a prospectus or information Memorandum • Contact and analysis of possible buyers/sellers • Providing support to management &Owners • Rules and regulations expertise • Marketing
  • 9.
    CSF of Advisoryfirms • Complete and clear objectives, goals and scope of the project • Client consultation and acceptance • Communication and information sharing and exchange • Project plan development • Resource planning • Time management, tight secrecy • Price evaluation and financing scheme • Risk management
  • 10.
    Revenues for theservices • contingent fee -payable upon the consummation of the M&A transaction. • non-contingent fee -M&A advisory firm receives this fee as a retained fee or an opinion fee whether the transaction is consummated or not.
  • 11.
    Challenges • Uncertain global economy • Introduction of GAAR • Political Scenario • Interaction between different laws and regulators
  • 12.

Editor's Notes

  • #8 Among different types of M&A advisory firms, investment bankers have evolved into dominant independent agents in the marketplace. They are taking a more aggressive role often as the “principle architects of business combinations”. More particularly, three key functions played by this major player in the M&A advisory business, namely searching for potential targets (bidders) for the bidder (target); determining the target’s and bidder’s stand-alone values as well as the gains from synergy; and engaging in strategic activities, a function) add the function of raising the requisite financing to complete the transaction or financial support role.
  • #11 The contingent fee paid by the acquirer is normally fixed in monetary value rather than being proportional to the deal value as the latter may encourage the investment bank to motivate overpriced deals. On the other hand, the contingent fee paid by the target is calculated as a proportion of deal value normally in terms of a constant percentage of the transaction value, which serves to reward the M&A advisory firm for obtaining better deals for target clients