O documento discute a importância do computador na sociedade moderna. O computador revolucionou nossa vida diária e está presente em casa, escola e trabalho. Ele pode armazenar grandes quantidades de informação e processar dados rapidamente, o que é essencial em todos os setores da sociedade. O uso do computador é crucial hoje em dia e é aplicado em áreas como medicina, educação e engenharia. Ele permite rapidez, organização e confiabilidade, economizando tempo e melhorando a qualidade de vida das pessoas.
O documento discute o conceito de tecnologia e como ela pode ser utilizada no processo educacional, mencionando diferentes ferramentas como computadores, projetores, TVs e mídias sociais. Também aborda desafios de integrar novas tecnologias no ensino como falta de equipamentos e habilidades digitais dos professores.
O documento apresenta vários cálculos matemáticos básicos como adição, subtração, multiplicação e divisão. Também explica conceitos como regra de três, porcentagem, diluição e rediluição para cálculo de medicamentos. Inclui exemplos passo a passo de cálculo de penicilina cristalina e rediluição de aminofilina.
O serviço pós-venda refere-se ao atendimento e suporte ao cliente após a compra de um produto ou serviço com o objetivo de manter a satisfação e fidelidade do cliente. Empresas focadas no pós-venda buscam atender às necessidades dos clientes de forma personalizada para aumentar o mercado, melhorar o serviço e garantir que os clientes retornem para novas compras.
A influência dos programas de televisão na vi dadas pessoasDeaaSouza
O documento discute os efeitos negativos da violência e comportamentos de risco transmitidos pela televisão. Apresenta preocupações com a normalização da violência em programas, anúncios e desenhos animados, e como isso pode influenciar espectadores, especialmente crianças e adolescentes, a reproduzirem tais comportamentos de forma prejudicial.
O documento discute o que é a internet, como ela influencia diferentes grupos de pessoas e quais são suas vantagens e desvantagens. A internet é um conjunto de redes de computadores que permite a conectividade e troca de informações entre usuários de todo o mundo. Ela tem grande influência na vida de crianças, jovens, idosos e universitários, tanto positiva quanto negativa.
1. O documento apresenta o plano de ensino para uma disciplina de Redação Técnica em um Curso de Formação de Sargentos. O objetivo é aprimorar a produção textual dos alunos e o conhecimento sobre documentos produzidos no âmbito da Polícia Militar.
2. O conteúdo programático inclui temas como linguagem, língua, gramática, características da redação oficial e produção de ofícios, comunicações internas e relatórios.
3. A avaliação final consiste
O documento descreve as principais características do par trançado e da fibra ótica, as duas tecnologias de cabeamento mais comuns. O par trançado usa cabos UTP com conector RJ45 e possui 7 categorias, enquanto a fibra ótica transmite dados via luz e permite distâncias maiores sem perda de sinal.
O documento discute a importância do computador na sociedade moderna. O computador revolucionou nossa vida diária e está presente em casa, escola e trabalho. Ele pode armazenar grandes quantidades de informação e processar dados rapidamente, o que é essencial em todos os setores da sociedade. O uso do computador é crucial hoje em dia e é aplicado em áreas como medicina, educação e engenharia. Ele permite rapidez, organização e confiabilidade, economizando tempo e melhorando a qualidade de vida das pessoas.
O documento discute o conceito de tecnologia e como ela pode ser utilizada no processo educacional, mencionando diferentes ferramentas como computadores, projetores, TVs e mídias sociais. Também aborda desafios de integrar novas tecnologias no ensino como falta de equipamentos e habilidades digitais dos professores.
O documento apresenta vários cálculos matemáticos básicos como adição, subtração, multiplicação e divisão. Também explica conceitos como regra de três, porcentagem, diluição e rediluição para cálculo de medicamentos. Inclui exemplos passo a passo de cálculo de penicilina cristalina e rediluição de aminofilina.
O serviço pós-venda refere-se ao atendimento e suporte ao cliente após a compra de um produto ou serviço com o objetivo de manter a satisfação e fidelidade do cliente. Empresas focadas no pós-venda buscam atender às necessidades dos clientes de forma personalizada para aumentar o mercado, melhorar o serviço e garantir que os clientes retornem para novas compras.
A influência dos programas de televisão na vi dadas pessoasDeaaSouza
O documento discute os efeitos negativos da violência e comportamentos de risco transmitidos pela televisão. Apresenta preocupações com a normalização da violência em programas, anúncios e desenhos animados, e como isso pode influenciar espectadores, especialmente crianças e adolescentes, a reproduzirem tais comportamentos de forma prejudicial.
O documento discute o que é a internet, como ela influencia diferentes grupos de pessoas e quais são suas vantagens e desvantagens. A internet é um conjunto de redes de computadores que permite a conectividade e troca de informações entre usuários de todo o mundo. Ela tem grande influência na vida de crianças, jovens, idosos e universitários, tanto positiva quanto negativa.
1. O documento apresenta o plano de ensino para uma disciplina de Redação Técnica em um Curso de Formação de Sargentos. O objetivo é aprimorar a produção textual dos alunos e o conhecimento sobre documentos produzidos no âmbito da Polícia Militar.
2. O conteúdo programático inclui temas como linguagem, língua, gramática, características da redação oficial e produção de ofícios, comunicações internas e relatórios.
3. A avaliação final consiste
O documento descreve as principais características do par trançado e da fibra ótica, as duas tecnologias de cabeamento mais comuns. O par trançado usa cabos UTP com conector RJ45 e possui 7 categorias, enquanto a fibra ótica transmite dados via luz e permite distâncias maiores sem perda de sinal.
The document discusses mergers and acquisitions under Indian company law. It defines different types of mergers such as horizontal, vertical, conglomerate and congeneric mergers. It outlines the merger provisions and procedures in the Companies Act 2013, including applying to the NCLT for approval, shareholder and creditor approval requirements, and the fast track merger process. The document also discusses cross-border mergers, competition law considerations for M&A transactions, the merger control review process, and prohibitions against abuse of dominant market position.
The document discusses mergers and acquisitions. It defines mergers as a transaction where two firms integrate operations to create a stronger competitive advantage. It describes different types of mergers such as horizontal, vertical, conglomerate, market extension, and product extension mergers. Acquisitions are defined as one company purchasing another. The key difference between mergers and acquisitions is that mergers form a new company while acquisitions do not. Synergy effects are cited as a driving force behind M&A deals. The regulatory framework around M&As in India is also summarized.
This document discusses mergers and amalgamations under Indian law. It defines mergers as a transaction where one company's assets and liabilities are transferred to another company, which ceases to exist, while its shareholders become shareholders of the acquiring company. Amalgamations involve the transfer of two or more companies' assets and liabilities to a new or existing company, with the amalgamating companies' shareholders becoming shareholders of the transferee company. The document outlines the legal procedures for mergers and amalgamations under the Companies Act of 1956 and describes different types of mergers and amalgamations. It discusses the key motivations for companies to engage in mergers and amalgamations, such as economies of scale, increased market share and revenue, and resource transfers.
This document discusses the concept of amalgamation, which is when two or more companies combine to form an entirely new entity. It outlines the key objectives of amalgamation such as availing tax benefits, achieving economies of scale, and future growth opportunities. The document also describes the typical amalgamation process involving board approval, shareholder consent, and liquidating one company. Examples provided are Maruti Suzuki and Tata AIG. The two main accounting methods - pooling of interests and purchase - are defined. Advantages include larger scale and market share, while disadvantages can include loss of identity and elimination of competition. Amalgamation is distinguished from merger, where a new or existing company absorbs another rather than forming a new entity.
The document discusses mergers and provides details about the merger between HDFC Bank and Centurion Bank of Punjab in 2009. It was one of the largest mergers in the banking sector in India. The merger added 394 branches and 19% more assets to HDFC Bank. It increased HDFC Bank's network making it the largest private bank in India. The merger provided synergies around products, management expertise, and geographic expansion. However, HDFC Bank had to write-off Rs. 70 crores to harmonize accounting policies between the two banks.
Company law 2013 merger and amalgamationMohith Sanjay
The document discusses the process of amalgamation under Indian company law. Amalgamation is when two or more companies blend into one company, with the shareholders of each company becoming shareholders of the new combined company. There are two main types of amalgamation: merger, where one company absorbs the other and ceases to exist, and acquisition, where the shareholding is spread between the shareholders of both companies. The key steps in the amalgamation process under the Companies Act 2013 include conceptualizing the scheme, applying to the National Company Law Tribunal for approval, holding shareholder and creditor meetings to approve the scheme, and filing documents with regulatory authorities. Special procedures apply for amalgamation of small companies or between a holding and subsidiary.
Mergers_ Tool to Survive the Second Wave of Covid19 3.pdfmyLawyerAdvise
One of the main objectives of an entity is GOING CONCERN. Many business organisations shut down as a result of covid due to lack of resources in operating their routine transactions. The most suitable solution for small scale businesses post covid is merger. Mergers will lead to expansion of resources, retention of employment, fund rotation, adequate balance of demand and supply etc. As the firms emerge from the pandemic, mergers would be the best way to come out of the financial stress for small businesses. It will help leaders gain economies of scale or at least the potential to run more efficiently. Once the economy recovers and accelerates out of recession, the small businesses can take advantage of the environment to execute its strategic acquisition agenda and to position the business to exceed industry-average growth. Mergers are a great way to lock down your business and create job opportunities, allowing customers to access your products and services. It will be a mutually beneficial situation
This document discusses mergers and acquisitions in the Indian banking sector. It begins by introducing mergers and acquisitions, defining mergers as a combination of two companies into one surviving company that acquires all assets and liabilities, while acquisitions involve one company purchasing a controlling stake in another. It then provides an overview of the Indian banking industry and its structure. The remainder of the document discusses the types, purposes, impacts, advantages and differences between mergers and acquisitions in depth.
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 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.
Introduction to principles of Mergers & AcquisitionsNitant Trilokekar
This document discusses the corporatization of non-corporate entities and the conversion of proprietorships and partnerships into companies through corporate restructuring. It outlines the key benefits of converting to a company such as limited liability, greater borrowing power, and employee stability. The document then describes the procedure for converting a partnership firm into a company according to Part IX of the Companies Act of 1956. It lists the key conditions and requirements that must be met, including minimum share capital amounts. Finally, it provides steps for incorporating a company under Part IX and discusses types of mergers and acquisitions.
Cross Border Mergers, Philipp Simon, Ely Place ChambersPhilipp Simon
The document outlines the process and benefits of utilizing the EU Directive on Cross-Border Mergers of Limited Liability Companies. It discusses what the directive is, its aim and effect, who is eligible to use it, and the advantages it provides. It then explains in detail the various types of mergers allowed under the directive (absorption, absorption of a wholly owned subsidiary, formation), the pre-merger requirements like documentation and shareholder approval, and the process for obtaining authority approval to complete the merger.
This document contains the Federal Competition and Consumer Protection Act Merger Review Regulations, 2020 published in the Federal Republic of Nigeria Official Gazette. The regulations provide the framework for reviewing mergers according to the Federal Competition and Consumer Protection Act, 2018. It outlines the jurisdictional scope of mergers, notification requirements and procedures, substantive assessment criteria, available remedies, and other administrative provisions.
Mergers and acquisitions are increasing in the Indian banking sector. The largest merger to date was HDFC Bank merging with Times Bank, creating the largest private sector bank. Overseas, mergers like Travelers Group with Citibank and Bank of America with Nations Bank have triggered more banking mergers worldwide. Europe and Japan are also restructuring their financial sectors through mergers and acquisitions. Bank mergers in India allow for added money power, expanded reach, improved products, economies of scale, and risk diversification. Proposed mergers like UTI Bank with Centurian Bank would create one of the largest private banks in India. State Bank of India is also planning mergers to consolidate its position. Some Indian financial players are pursuing
This document discusses mergers and acquisitions in India. It defines key terms like mergers, amalgamations, takeovers and acquisitions. It explains the process of mergers under Indian law, including preparing a scheme of amalgamation, obtaining shareholder and court approvals, and filing documents with regulatory authorities. It also covers approaches to evaluate mergers from a financial perspective, including determining the value of firms, calculating cash flows, using net present value and weighted average cost of capital to evaluate transactions. The tax implications of mergers are also summarized.
The document provides information about mergers and types of mergers. It defines a merger as occurring when two companies combine to form a single company, with existing stockholders of both companies retaining shared ownership. It describes the main types of mergers as horizontal (between competitors), vertical (between companies in different parts of the supply chain), and conglomerate (between companies in unrelated markets). The document also discusses the reasons companies pursue mergers such as industry consolidation, improving competitive position, defensive moves, synergies, and acquiring resources/skills. It provides examples and a case study of a merger between HDFC Bank and Centurion Bank of Punjab.
Corporate restructuring involves changes to a company's ownership, structure, or operations. There are several forms of restructuring, including expansion, diversification, collaboration, spinning off business units, and mergers, amalgamations, and acquisitions. Mergers involve one company acquiring another, while amalgamations combine two companies into a new entity. Acquisitions occur when one company gains control of another. Determining the appropriate exchange ratio of shares is a key part of mergers and amalgamations. The process also requires approval from boards of directors, shareholders, creditors, and sometimes courts or regulatory bodies. Diversification grows a company through new products or services, while disinvestment sells non-profitable business units to focus resources.
Merger & Acquisition, Insurance and SecuritisationRohit Kumar
This document provides an overview of mergers and acquisitions (M&A) in India. It defines key terms like amalgamation, acquisition, and takeover. It notes that M&A deal value in India was US$62 billion in 2010 and US$54 billion in 2011. The main differences between an amalgamation and takeover are that in an amalgamation, the amalgamating company loses existence while in a takeover, both companies remain standing. The document discusses types of mergers like horizontal, vertical, conglomerate, and concentric. It provides examples of reasons for M&As like synergies, diversification, taxation benefits, and growth opportunities.
1) Mergers and acquisitions involve the combination of two or more companies. They allow companies to expand their business, gain economies of scale, and eliminate competition.
2) The document discusses the purposes, types, advantages, and impact on stakeholders of mergers and acquisitions. Common purposes include market expansion, procurement of supplies, and improving financial strength. Types include horizontal, vertical, and conglomerate mergers. Advantages are increased value and efficiency for shareholders.
3) Mergers can benefit consumers through lower prices and better quality. They can also impact workers through potential job losses or gains and impact the general public through increased economic power of large companies. Every merger must be examined individually to understand its
The document provides an overview of consolidation of financial information and business combinations. It discusses reasons why firms combine, including cost savings, market entry, economies of scale, and diversification. It describes the consolidation process, which involves preparing a single set of consolidated financial statements by bringing together subsidiaries' and the parent's financial data, eliminating reciprocal accounts and intra-entity transactions. Business combinations can be achieved through transactions that result in one entity obtaining control over one or more businesses and creating a single economic entity that requires consolidated financial statements.
The Future of Criminal Defense Lawyer in India.pdfveteranlegal
https://veteranlegal.in/defense-lawyer-in-india/ | Criminal defense Lawyer in India has always been a vital aspect of the country's legal system. As defenders of justice, criminal Defense Lawyer play a critical role in ensuring that individuals accused of crimes receive a fair trial and that their constitutional rights are protected. As India evolves socially, economically, and technologically, the role and future of criminal Defense Lawyer are also undergoing significant changes. This comprehensive blog explores the current landscape, challenges, technological advancements, and prospects for criminal Defense Lawyer in India.
The document discusses mergers and acquisitions under Indian company law. It defines different types of mergers such as horizontal, vertical, conglomerate and congeneric mergers. It outlines the merger provisions and procedures in the Companies Act 2013, including applying to the NCLT for approval, shareholder and creditor approval requirements, and the fast track merger process. The document also discusses cross-border mergers, competition law considerations for M&A transactions, the merger control review process, and prohibitions against abuse of dominant market position.
The document discusses mergers and acquisitions. It defines mergers as a transaction where two firms integrate operations to create a stronger competitive advantage. It describes different types of mergers such as horizontal, vertical, conglomerate, market extension, and product extension mergers. Acquisitions are defined as one company purchasing another. The key difference between mergers and acquisitions is that mergers form a new company while acquisitions do not. Synergy effects are cited as a driving force behind M&A deals. The regulatory framework around M&As in India is also summarized.
This document discusses mergers and amalgamations under Indian law. It defines mergers as a transaction where one company's assets and liabilities are transferred to another company, which ceases to exist, while its shareholders become shareholders of the acquiring company. Amalgamations involve the transfer of two or more companies' assets and liabilities to a new or existing company, with the amalgamating companies' shareholders becoming shareholders of the transferee company. The document outlines the legal procedures for mergers and amalgamations under the Companies Act of 1956 and describes different types of mergers and amalgamations. It discusses the key motivations for companies to engage in mergers and amalgamations, such as economies of scale, increased market share and revenue, and resource transfers.
This document discusses the concept of amalgamation, which is when two or more companies combine to form an entirely new entity. It outlines the key objectives of amalgamation such as availing tax benefits, achieving economies of scale, and future growth opportunities. The document also describes the typical amalgamation process involving board approval, shareholder consent, and liquidating one company. Examples provided are Maruti Suzuki and Tata AIG. The two main accounting methods - pooling of interests and purchase - are defined. Advantages include larger scale and market share, while disadvantages can include loss of identity and elimination of competition. Amalgamation is distinguished from merger, where a new or existing company absorbs another rather than forming a new entity.
The document discusses mergers and provides details about the merger between HDFC Bank and Centurion Bank of Punjab in 2009. It was one of the largest mergers in the banking sector in India. The merger added 394 branches and 19% more assets to HDFC Bank. It increased HDFC Bank's network making it the largest private bank in India. The merger provided synergies around products, management expertise, and geographic expansion. However, HDFC Bank had to write-off Rs. 70 crores to harmonize accounting policies between the two banks.
Company law 2013 merger and amalgamationMohith Sanjay
The document discusses the process of amalgamation under Indian company law. Amalgamation is when two or more companies blend into one company, with the shareholders of each company becoming shareholders of the new combined company. There are two main types of amalgamation: merger, where one company absorbs the other and ceases to exist, and acquisition, where the shareholding is spread between the shareholders of both companies. The key steps in the amalgamation process under the Companies Act 2013 include conceptualizing the scheme, applying to the National Company Law Tribunal for approval, holding shareholder and creditor meetings to approve the scheme, and filing documents with regulatory authorities. Special procedures apply for amalgamation of small companies or between a holding and subsidiary.
Mergers_ Tool to Survive the Second Wave of Covid19 3.pdfmyLawyerAdvise
One of the main objectives of an entity is GOING CONCERN. Many business organisations shut down as a result of covid due to lack of resources in operating their routine transactions. The most suitable solution for small scale businesses post covid is merger. Mergers will lead to expansion of resources, retention of employment, fund rotation, adequate balance of demand and supply etc. As the firms emerge from the pandemic, mergers would be the best way to come out of the financial stress for small businesses. It will help leaders gain economies of scale or at least the potential to run more efficiently. Once the economy recovers and accelerates out of recession, the small businesses can take advantage of the environment to execute its strategic acquisition agenda and to position the business to exceed industry-average growth. Mergers are a great way to lock down your business and create job opportunities, allowing customers to access your products and services. It will be a mutually beneficial situation
This document discusses mergers and acquisitions in the Indian banking sector. It begins by introducing mergers and acquisitions, defining mergers as a combination of two companies into one surviving company that acquires all assets and liabilities, while acquisitions involve one company purchasing a controlling stake in another. It then provides an overview of the Indian banking industry and its structure. The remainder of the document discusses the types, purposes, impacts, advantages and differences between mergers and acquisitions in depth.
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 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.
Introduction to principles of Mergers & AcquisitionsNitant Trilokekar
This document discusses the corporatization of non-corporate entities and the conversion of proprietorships and partnerships into companies through corporate restructuring. It outlines the key benefits of converting to a company such as limited liability, greater borrowing power, and employee stability. The document then describes the procedure for converting a partnership firm into a company according to Part IX of the Companies Act of 1956. It lists the key conditions and requirements that must be met, including minimum share capital amounts. Finally, it provides steps for incorporating a company under Part IX and discusses types of mergers and acquisitions.
Cross Border Mergers, Philipp Simon, Ely Place ChambersPhilipp Simon
The document outlines the process and benefits of utilizing the EU Directive on Cross-Border Mergers of Limited Liability Companies. It discusses what the directive is, its aim and effect, who is eligible to use it, and the advantages it provides. It then explains in detail the various types of mergers allowed under the directive (absorption, absorption of a wholly owned subsidiary, formation), the pre-merger requirements like documentation and shareholder approval, and the process for obtaining authority approval to complete the merger.
This document contains the Federal Competition and Consumer Protection Act Merger Review Regulations, 2020 published in the Federal Republic of Nigeria Official Gazette. The regulations provide the framework for reviewing mergers according to the Federal Competition and Consumer Protection Act, 2018. It outlines the jurisdictional scope of mergers, notification requirements and procedures, substantive assessment criteria, available remedies, and other administrative provisions.
Mergers and acquisitions are increasing in the Indian banking sector. The largest merger to date was HDFC Bank merging with Times Bank, creating the largest private sector bank. Overseas, mergers like Travelers Group with Citibank and Bank of America with Nations Bank have triggered more banking mergers worldwide. Europe and Japan are also restructuring their financial sectors through mergers and acquisitions. Bank mergers in India allow for added money power, expanded reach, improved products, economies of scale, and risk diversification. Proposed mergers like UTI Bank with Centurian Bank would create one of the largest private banks in India. State Bank of India is also planning mergers to consolidate its position. Some Indian financial players are pursuing
This document discusses mergers and acquisitions in India. It defines key terms like mergers, amalgamations, takeovers and acquisitions. It explains the process of mergers under Indian law, including preparing a scheme of amalgamation, obtaining shareholder and court approvals, and filing documents with regulatory authorities. It also covers approaches to evaluate mergers from a financial perspective, including determining the value of firms, calculating cash flows, using net present value and weighted average cost of capital to evaluate transactions. The tax implications of mergers are also summarized.
The document provides information about mergers and types of mergers. It defines a merger as occurring when two companies combine to form a single company, with existing stockholders of both companies retaining shared ownership. It describes the main types of mergers as horizontal (between competitors), vertical (between companies in different parts of the supply chain), and conglomerate (between companies in unrelated markets). The document also discusses the reasons companies pursue mergers such as industry consolidation, improving competitive position, defensive moves, synergies, and acquiring resources/skills. It provides examples and a case study of a merger between HDFC Bank and Centurion Bank of Punjab.
Corporate restructuring involves changes to a company's ownership, structure, or operations. There are several forms of restructuring, including expansion, diversification, collaboration, spinning off business units, and mergers, amalgamations, and acquisitions. Mergers involve one company acquiring another, while amalgamations combine two companies into a new entity. Acquisitions occur when one company gains control of another. Determining the appropriate exchange ratio of shares is a key part of mergers and amalgamations. The process also requires approval from boards of directors, shareholders, creditors, and sometimes courts or regulatory bodies. Diversification grows a company through new products or services, while disinvestment sells non-profitable business units to focus resources.
Merger & Acquisition, Insurance and SecuritisationRohit Kumar
This document provides an overview of mergers and acquisitions (M&A) in India. It defines key terms like amalgamation, acquisition, and takeover. It notes that M&A deal value in India was US$62 billion in 2010 and US$54 billion in 2011. The main differences between an amalgamation and takeover are that in an amalgamation, the amalgamating company loses existence while in a takeover, both companies remain standing. The document discusses types of mergers like horizontal, vertical, conglomerate, and concentric. It provides examples of reasons for M&As like synergies, diversification, taxation benefits, and growth opportunities.
1) Mergers and acquisitions involve the combination of two or more companies. They allow companies to expand their business, gain economies of scale, and eliminate competition.
2) The document discusses the purposes, types, advantages, and impact on stakeholders of mergers and acquisitions. Common purposes include market expansion, procurement of supplies, and improving financial strength. Types include horizontal, vertical, and conglomerate mergers. Advantages are increased value and efficiency for shareholders.
3) Mergers can benefit consumers through lower prices and better quality. They can also impact workers through potential job losses or gains and impact the general public through increased economic power of large companies. Every merger must be examined individually to understand its
The document provides an overview of consolidation of financial information and business combinations. It discusses reasons why firms combine, including cost savings, market entry, economies of scale, and diversification. It describes the consolidation process, which involves preparing a single set of consolidated financial statements by bringing together subsidiaries' and the parent's financial data, eliminating reciprocal accounts and intra-entity transactions. Business combinations can be achieved through transactions that result in one entity obtaining control over one or more businesses and creating a single economic entity that requires consolidated financial statements.
Similar to Mergers and Acquisitions in Kenya - An explanation (20)
The Future of Criminal Defense Lawyer in India.pdfveteranlegal
https://veteranlegal.in/defense-lawyer-in-india/ | Criminal defense Lawyer in India has always been a vital aspect of the country's legal system. As defenders of justice, criminal Defense Lawyer play a critical role in ensuring that individuals accused of crimes receive a fair trial and that their constitutional rights are protected. As India evolves socially, economically, and technologically, the role and future of criminal Defense Lawyer are also undergoing significant changes. This comprehensive blog explores the current landscape, challenges, technological advancements, and prospects for criminal Defense Lawyer in India.
Pedal to the Court Understanding Your Rights after a Cycling Collision.pdfSunsetWestLegalGroup
The immediate step is an intelligent choice; don’t procrastinate. In the aftermath of the crash, taking care of yourself and taking quick steps can help you protect yourself from significant injuries. Make sure that you have collected the essential data and information.
Integrating Advocacy and Legal Tactics to Tackle Online Consumer Complaintsseoglobal20
Our company bridges the gap between registered users and experienced advocates, offering a user-friendly online platform for seamless interaction. This platform empowers users to voice their grievances, particularly regarding online consumer issues. We streamline support by utilizing our team of expert advocates to provide consultancy services and initiate appropriate legal actions.
Our Online Consumer Legal Forum offers comprehensive guidance to individuals and businesses facing consumer complaints. With a dedicated team, round-the-clock support, and efficient complaint management, we are the preferred solution for addressing consumer grievances.
Our intuitive online interface allows individuals to register complaints, seek legal advice, and pursue justice conveniently. Users can submit complaints via mobile devices and send legal notices to companies directly through our portal.
Business law for the students of undergraduate level. The presentation contains the summary of all the chapters under the syllabus of State University, Contract Act, Sale of Goods Act, Negotiable Instrument Act, Partnership Act, Limited Liability Act, Consumer Protection Act.
Capital Punishment by Saif Javed (LLM)ppt.pptxOmGod1
This PowerPoint presentation, titled "Capital Punishment in India: Constitutionality and Rarest of Rare Principle," is a comprehensive exploration of the death penalty within the Indian criminal justice system. Authored by Saif Javed, an LL.M student specializing in Criminal Law and Criminology at Kazi Nazrul University, the presentation delves into the constitutional aspects and ethical debates surrounding capital punishment. It examines key legal provisions, significant case laws, and the specific categories of offenders excluded from the death penalty. The presentation also discusses recent recommendations by the Law Commission of India regarding the gradual abolishment of capital punishment, except for terrorism-related offenses. This detailed analysis aims to foster informed discussions on the future of the death penalty in India.
Safeguarding Against Financial Crime: AML Compliance Regulations DemystifiedPROF. PAUL ALLIEU KAMARA
To ensure the integrity of financial systems and combat illicit financial activities, understanding AML (Anti-Money Laundering) compliance regulations is crucial for financial institutions and businesses. AML compliance regulations are designed to prevent money laundering and the financing of terrorist activities by imposing specific requirements on financial institutions, including customer due diligence, monitoring, and reporting of suspicious activities (GitHub Docs).
Corporate Governance : Scope and Legal Frameworkdevaki57
CORPORATE GOVERNANCE
MEANING
Corporate Governance refers to the way in which companies are governed and to what purpose. It identifies who has power and accountability, and who makes decisions. It is, in essence, a toolkit that enables management and the board to deal more effectively with the challenges of running a company.
2. • Mergers are like marriages. They are the bringing together of two
individuals. If you wouldn't marry someone for the 'operational
efficiencies' they offer in the running of a household, then why would
you combine two companies with unique cultures and identities for
that reason? Simon Sinek
•
Reasonable mergers generate substantial synergies, so that provides
for earnings and cash-flow growth even if it doesn't provide for
revenue growth, and I think that's a big driver.
5/19/2024 WAKIMANI 2
4. 5/19/2024 WAKIMANI 4
COMPANY X
• Private Co. Limited by shares
• 3 Directors/shareholders
• 1 million shares- Ksh 1each
• Export and Import Hardware and Agro-
products
• Yearly Net profit for FY 2019 1.2 million
• Private Co. Limited by shares
• 2 Directors
• 3 shareholders
• 100,000 shares- Ksh 5 each
• Fintech combined with distribution,
marketing and leasing farm machinery
• Yearly Net profit for FY 2019 Ksh
800,000
COMPANY Y
COMPANY XY
• Incorporation of new company
• Company X and Company Y wound up
• New articles of association
• New shareholding structure
• 6 Directors
• New business structure of the company
• Combined assets
5. 5/19/2024 WAKIMANI 5
COMPANY X
• Private Co. Limited by shares
• 3 Directors/shareholders
• 1 million shares- Ksh 1 each
• Export and Import Hardware and Agro-
products
• Yearly Net profit for FY 2019 1.2 million
• Private Co. Limited by shares
• 2 Directors
• 3 shareholders
• 100,000 shares- Ksh 5 each
• Fintech combined with distribution,
marketing and leasing farm machinery
• Yearly Net profit for FY 2019 Ksh
800,000
COMPANY Y
• Shareholding redistributed based on the value of shares held by
shareholders
• New Board of Directors with representation from X & Y
• Company X retains its brand/identity
• Company Y is wound up but gains in shareholding in the merged
entity
• Company Y retains its business structure and but is answerable
to the board
• E.g KCB and National bank subsidiary
• Meridian group of hospitals Africa Group holdings
COMPANY X
6. Why merger or acquisition
• National bank in distress and required capitalization and shopping for
an investor
• KCB needed to invest ,expand footprint and size
• NIC and CBA – Equal size , growth ,non needs capital more than the
other , merge, consolidate and utilize the economies of scale for
growth. Now 3rd largest bank in assets.
• Majority control – 50 percent plus becomes subsidiary
• Rubis Kenol Kobil- prime region to set footprint 100 % acquisition
enabling Rubis to have a business without green field entity,Gulf
energy and are the largest player in the downstream oil sector.
5/19/2024 WAKIMANI 6
7. Considerations
Commercial
• Valuation of the entity /willingness to pay
• Returns on investment
Due diligence concerns
• Potential liability
• Potential exposures –target paying taxes,legal suits
Post merger integration
• Culture of acquirer /target
• Employee value
5/19/2024 WAKIMANI 7
15. LEGALAND INSTITUTIONAL FRAMEWORK FOR MERGERS AND TAKE-
OVERS
• Capital Markets Act
• Capital Markets (Takeovers & Mergers) Regulations, 2002
• Competition Act
• Companies Act 2015.
• Capital Markets Authority
• Competition Authority
• Competition Tribunal
• Capital Markets Tribunal.
• The Capital Markets Tribunal is established under section 35A of the Act. It hears appeals
from persons aggrieved by directions given by the CMA on any matter listed under section
35 (1) of the Capital Markets Act.
• The Competition Tribunal is established under section 71 of the Competition Act and has
power to review the decisions of the Competition Authority, including those made under
section 46(6) of the Competition Act in relation to mergers.
5/19/2024 15
M &A
16. • Other regulatory bodies
East African Community Competition Authority
• The East African Community Competition Authority (EACA) is an institution of the
East African Community (EAC) established by Section 37 of the EAC Competition
Act. Article 75 (1) (i) of the Treaty for the Establishment of the East African
Community provides that Partner States agree to establish a Customs Union details of
which shall be contained in a Protocol which shall, inter alia, include competition.
COMESA Competition Commission
• Kenya is also a member of the Common Market for Eastern and Central Africa
(COMESA). In 2004, the Council of Ministers invoked the provisions of Article 55(3)
of the COMESA Treaty and promulgated the COMESA Competition Regulations as
the legal framework to apply to regulation of competition within the COMESA region
to avoid firms engaging in restrictive business practices that affected the efficient
operation of the common market.
• A merger must be notified to the COMESA Competition Commission (CCC) where
both the acquiring firm and target firm or either the acquiring firm or target firm
operate in two or more member states
• COMESA GIVES NOD TO MOSANTO
• Comesa okays KenolKobil acquisition deal
5/19/2024 WAKIMANI 16
17. MERGERS
• A merger is a voluntary amalgamation of two firms on roughly equal terms into
one new legal entity. The decision is usually mutual between the merging
companies. Mergers are mostly geared towards enjoying greater economies of
scale and increasing a companies competitiveness in the market.
• The term “merger” is defined in Section 2 of the Competition Act, 2010 (the Act)
as “any acquisition of shares, business or other assets, whether inside or outside
of Kenya, resulting in the change of control of a business, part of a business or
an asset of a business in Kenya, in any manner and includes a takeover. Sec 41 of
the Act goes ahead to define mergers in greater details to include
a) the purchase or lease of shares, acquisition of an interest, or purchase of assets
of the other undertaking in question;
(b) the acquisition of a controlling interest in a section of the business of an
undertaking capable of itself being operated independently
• The Capital Markets (Take-overs and mergers) Regulations, 2002 provides that a
merger is an arrangement whereby the assets of two or more companies become
vested in or under the control of one company
5/19/2024 17
WAKIMANI
18. • A horizontal merger is characterized by the combination of two companies
that operate in the same market. It’s typically performed to reduce competition.
With a horizontal merger, two similar companies are combined so that they no
longer have to fight each other for the same customers.
• Vertical merger occurs when two companies in different stages of production
join together to form a single company. Vertical mergers are performed to
increase efficiency. An automobile company joining with a parts supplier or
Coca cola merger with restaurant chains that it supplies with beverages is a
vertical merger.
5/19/2024 WAKIMANI 18
19. TAKEOVERS
According to the Capital Markets (take-overs and mergers) Regulations, 2002, a
take-over offer means a general offer to acquire all voting shares in the offeree
company and includes a takeover scheme
• “take-over scheme” means a scheme involving the making of offers for
acquisition by or on behalf of a person of -
(a) all voting shares in the offeree;
(b) such shares in any company which results in an offeror acquiring effective
control in an offeree;
(c) any shareholding of twenty five percent or more in a subsidiary of a listed
company that has contributed fifty percent or more to the average annual turnover
in the latest three financial years of the listed company preceding the acquisition;
or
(d) any acquisition deemed by the Authority to constitute a take-over scheme
1. REGULATOR REJECTS TUSKYS NAKUMATT MERGER
5/19/2024 19
WAKIMANI
20. Takeovers can be classified as
• Hostile takeovers- acquiring all or a majority of the company’s shares giving the
acquiring company control or ownership of the target company without consent of board
of directors or shareholders
• Friendly takeovers/acquisitions usually occurs with the knowledge and consent of the
board of the target company. In some cases it can be negotiated through a consensual
process.
• The difference between a friendly and hostile takeover is solely in the manner in which
the company is taken over. In a friendly takeover, the target company’s management and
board of directors approve the takeover proposal and help to implement it. However, in a
hostile takeover, the management and board of directors of the targeted company oppose
the intended takeover.
5/19/2024 WAKIMANI 20
22. Research/expert
analysis on
possible merger
DISCLOSURES
Filing of
Notification of
Merger
Letter of intention
either rejected or
accepted
Submission of
further documents
within 30 days
Meeting held to
discuss the letter
of intention
Letter of intent
sent to target
company
Passing of
resolution to
merge companies
Approval or
Rejection
Consideration of
application by
CAK
Preparation of
Merger
Agreement
NDAs and
Exclusivity
Agreements drawn
5/19/2024 22
WAKIMANI
GENERAL OVERVIEW OF MERGER PROCESS
23. LETTER OF INTENT/TERM SHEET
• A letter of intent (LOI) can be looked at as a document that sets out the offer and acceptance
of the parties to merge. As the name implies, the LOI lays out the intent of both parties: It
lays out the proposed terms. Also known Term Sheets or Memorandum of Understanding
• In an acquisition the acquiring entity submits the LOI to target entity. In most cases the
acquirers lawyer draft the LOI, although the lawyer has to make sure the business terms are
what Buyer wants. However the same can be modified after discussions with the target
entity's lawyer
• The LOI is an important step because it lays out the basics of the final deal: the purchase
price and terms, closing date, length of exclusivity, approvals, and much, much more.
However, the LOI isn’t necessarily the final deal. Rather, it’s the framework or roadmap for
that final deal. Based on what each side discovers during due diligence, and/or whether the
profits of the company decline, the deal may change. It sets out certain terms of a transaction
agreed in principle between parties, and is typically negotiated and signed at the beginning
of a transaction.
• Term sheets evidences serious intent, but generally are not legally binding. Although the
term sheet itself is not typically legally binding, some term sheets contain certain legally
binding provisions (for example, confidentiality or exclusivity
5/19/2024 23
WAKIMANI)
24. Confidentiality, NDAs and Non-circumvention agreements
• Confidentiality is crucial in the process of mergers and acquisitions. If leaked, information
obtained through private discussions could derail the potential transaction and have a
significant negative impact on the businesses’ ongoing operations, value and prospects.
• It is important to secure a Non-Disclosure Agreement (NDA)before Starting the
negotiations. Merging parties aim to preserve confidentiality for free exchange of
information
• The terms of the NDA will depend on several factors including the size and locations of
operations, the business industry and whether a company is privately owned or public. The
goals of the merger should also be considered – if it is strategic or financial.
• A non-circumvention agreement that- is intended for use by a company (or by an
individual) that is engaged in a business transaction (or series of transactions) but who
wants to ensure:
• (1) that the identity of the introducing party's contact(s) remain(s) confidential, and
• (2) that the other party will not bypass or circumvent the introducing party and engage that
party's contact(s) directly. If the other party violates the agreement and circumvents the
introducing party and inappropriately engages the contact(s) for the purpose of doing
business with them directly (cutting out the introducing party), that party is liable for
breach. It also contains non-disclosure clauses.
5/19/2024 24
WAKIMANI
25. EXCLUSIVITY AGREEMENTS
• An LOI usually includes a lock-up period where merger/acquisition
negotiations have begun the parties will not have discussions with other
parties in separate negotiations during an agreed period o f time.
• An exclusivity agreement prevents a target entity from negotiating a sale with
other potential acquirers during an agreed upon period of time. The
exclusivity agreement puts the parties in a better position because they don’t
have worry about flip flopping during negotiations
• The agreement gives confidence to the acquirer that the target is serious about
negotiating the sale. An exclusivity agreement is also called a “no-shop”
agreement.
• The length of the exclusivity agreement depends on the amount of time you
need to conduct due diligence and negotiate the final details. You may also
negotiate automatic renewals of exclusivity as negotiations continue or even
termination of exclusivity if certain events occur.
5/19/2024 25
WAKIMANI
26. DUE DILIGENCE
• Due diligence is a process of verification, investigation, or audit of a potential
deal or investment opportunity to confirm all relevant facts and financial
information, and to verify anything else that was brought up during an M&A
preliminary negotiation process.
• Diligence covers areas like
• Financial- balance sheets, financial reports, audit reports- Correctness
• Legal- Intellectual Property, contractual obligations, legal encumbrances, legal suits
• Commercial- Products and services offered, target market
• Tax
• Enviroemental
• Due diligence process
• Preparation of a checklist
• Collection of necessary information- meetings, questionnaires, searches
• Analysis of information collected
• Preparation and presentation of a due diligence report
5/19/2024 26
WAKIMANI
27. Due Diligence Questionnaire
• A due diligence questionnaire (DDQ) is a list of frequently asked questions
required by the merging companies to effectively undertake the merging
process and to mitigate risk. It is a framework to use during initial due diligence
work
• While the DDQ will vary depending upon the deal type and target company,
there are basic categories practitioners have learned to investigate and baseline
questions practitioners have learned to ask.
• While the DDQ does not eliminate all the work and investigation involved in
diligence, it can identify early risks and red flags, allowing the buyer to decide
if it would be advantageous to proceed.
• A due diligence report is then prepared and is subject to discussions by the
executive team who are evaluating the transaction and is a requirement for
mergers
5/19/2024 27
WAKIMANI
28. LEGAL DILIGENCE CHECKLISTS/KEY AREAS
• Owners/Directors/Shareholders
• Capital structure/value of company
• Financial Records
• Assets/Liabilities
• Credit agreements, loan agreements, and lease agreements.
• Security agreements, mortgages, and other liens,
• Guarantees by the Company of third-party obligations,
• Investments in other companies or entities/Acquisitions of companies or assets.
• All material contracts, agreements, and policies.
• Patents, copyrights. Trademarks, licenses or assignments
• Employees welfare/Intergration
• Conflicts of Interest
• Other sector specific regulations e.g Banking, Insurance
• Sources of funding.
• Impact of merger on competition
5/19/2024 28
WAKIMANI
30. • Condition precedent stage – Regulatory approvals
• Competition authority approval
• Sector specific Approval –CBK /insurance regulator/CMA
Post clearance
• Merger
• Transfer at company Registry and lands registry
• Challenges – Regulatory approvals not obvious-Airtel and Telkom
approved with conditions
5/19/2024 WAKIMANI 30
31. DISCLOSURE LETTER
• A key document in any acquisition which is prepared by the seller in the
transaction and includes general and specific disclosures regarding the seller's
business that are important in the due diligence process for the buyer
• The buyer will usually agree that the seller will not be liable for liabilities
disclosed in the disclosure letter. From the seller’s point of view, it limits
his/her liability in the acquisition agreement. From the buyer’s point of view,
it acts as an important source of information about the business or company
being sold.
• It usually consists of two parts, (a) the general disclosures consisting of
information which would be available to any buyer searching a publicly
available register, and (b) specific disclosures, linked directly to the company
at hand.
• The disclosure letter is an important part of the due diligence process.
• Later on the seller can be liable for material facts that should have been
disclosed if they later they are held to be of importance to the acquisition
5/19/2024 31
WAKIMANI
32. THE COMPETITION AUTHORITY OF KENYA
• The Competition Authority of Kenya (CAK) is established by the Competition
Act, 2010 (the Act). Its mandate is to promote and safeguard competition in the
national economy.
• The Mergers and Acquisitions Department analyzes notified merger applications
and, either, approves the transaction with or without conditions or rejects it.
• The Department also investigates all mergers that may have been implemented
without the Authority’s approval and gives recommendations, it also identifies
and analyses unwarranted concentration of economic power.
• Section 42 (2) of the Act requires that merging entities should seek the approval
of the Authority prior to implementing a merger where such merger would lead
to the acquisition of control over an undertaking.
• Section 42 (1) of the Act also authorizes the Authority to exclude any proposed
merger from the requirement of approval.
5/19/2024 32
WAKIMANI
33. Merger Notifications (Non listed companies)
• There are two types of notifications that the Authority receives; Mergers and
Exclusions.
• A merger refers to acquisition of shares, business or other assets whether inside
or outside Kenya resulting in change of control of a business, part of business
or an asset of a business in Kenya in any manner and includes a takeover.
• An exclusion refers to mergers which do not meet the required merger
threshold for mandatory notification as contained in the Merger Threshold
Guidelines and the merging entities are seeking to be excluded from the
process
5/19/2024 33
WAKIMANI
35. • Once the merger has been proposed, the companies involved notify the
Competition Authority of their intention in writing through a
notification.
• Within 30 days of receipt of the notice, the Authority may request
for further information from either company which must be
furnished in writing.
• The main documents required to accompany the merger notification
form are
• The proposed merger agreement
• audited financial statements for the last three years;
• latest annual reports;
• board resolutions and related documents regarding the merger
decision; and
• a breakdown of employees and restructuring plan.
5/19/2024 35
WAKIMANI
36. • The Authority may require any other information it deems pertinent to
determination of the merger.
• The Authority will then consider the application and make a determination
within sixty days of receipt of the further information. This period may be
extended if there are complex issues involved, but by no more than a further
sixty days.
• See effects of the Merger threshold guidelines
• See Sec 904 of the Companies Act 2015, on documents merging companies
are required to prepare.
5/19/2024 WAKIMANI 36
37. • The criteria for making a determination includes
• its completeness, and where necessary additional information, may be requested, or clarifications sought;
• if the proposed merger is a ‘merger’ within the meaning of the Act;
• if the Authority has extra-territorial jurisdiction over the proposed merger;
• if the proposed merger meets the thresholds under the Merger Threshold Guidelines to determine if an
application for exclusion from the provisions of Part IV of the Act is appropriate; and
• any requests for confidentiality that may have been sought, and if acceptable such confidentiality is
granted by a letter early on in the evaluation process.
• the effect on other competitors
• the extent to which it may restrict trade,
• whether the resulting entity will acquire a dominant position in the market,
• the benefit to the public that will outweigh any detriment,
• the effect on any particular industry or region, or even on employment.
• In approving the acquisition of Buzeki Dairy Limited by Brookside Dairy
Limited, the Authority analyzed the business models of the companies as well as
their target market and market shares in respect of their products. The merger
was approved as the data collected showed that it would generate efficiencies and
enable Brookside to compete locally and internationally
5/19/2024 37
WAKIMANI
38. • Once a complete merger assessment has been made by the case officer
together with the authority’s mergers and acquisition division
recommendations are made to its board for a determination.
• The board then makes its determination, within the prescribed periods and its
decision is communicated to the submitting parties.
• This approval may be revoked if the Authority’s decision was based on
materially incorrect or misleading information for which a party to the merger
is responsible or on non-compliance with a condition that is attached to the
approval. Sec 47 (1)
• Kenya’s Airtel, Telkom Win Appeal Against Watchdog-
5/19/2024 38
WAKIMANI
39. • Mergers which proceed without an authorizing order from the CAK have no
legal effect and are unenforceable in legal proceedings.
• Any person who implements a merger without CAK approval may be liable for
fines not exceeding KSh10 million or a prison term not exceeding five years or
both. The CAK may also impose a financial penalty not exceeding 10% of the
preceding year's gross annual turnover of the undertaking or undertakings in
question.
• CAK fines Asante Group for merging without approval
• Additionally the Competition (General) Rules, 2019 merger thresholds have
been made more distinct with an addition of block exemptions for small
transactions that will provide significant respite for small investments in
Kenya.
• Another plus in the Rules is that transactions notified to the COMESA
Competition Commission will not require simultaneous approval from the
Competition Authority of Kenya (the CAK).
• CAK relaxes rules for small firms
5/19/2024 39
WAKIMANI
40. TAKEOVERS (listed companies)
• The Companies Act, under s 584, defines Takeover as making an offer to
acquire shares, if such offer includes any of the conditions under s 584 (2) and
(3).
• First condition- whether the offer is to acquire all the shares in a company, or
acquisition of one class or all classes of shares – exclusive of shares that
might be held by the offeror.
• Second condition- the terms are consistent to all shares, even when there are
different classes, to all respective class of shares.
• A takeover offer is defined under the Takeovers and Mergers Regulations as a
general offer to acquire all voting shares in the Offeree company (“Target
Company”). A reference to a takeover offer includes a takeover scheme.
• CEO rules out take over bid
• See Takeover Guide Kenya
5/19/2024 WAKIMANI 40
41. Provisions under the Capital Markets (Take-overs-and-mergers)
Regulations-2002
• Notice of intention- Under Regulation 4(1), the company (offeror) which
intends to acquire the effective control of the listed company (offeree) shall not
later than 24 hours of resolving to take over the offeree announce the proposed
offer by a notice published in the press and serve a notice of intention, in
writing of the take-over scheme, to the offeree, CMA, NSE and Commissioner
of Monopolies and Prices.
• Under Regulation 4(4), the offeror shall serve on the offeree its statement of
the take-over scheme within 10 days from the date of the notice of intention
referred to in Regulation 4(1) which statement shall be approved by the CMA.
• Regulation 6.(1) Upon receiving the offeror’s statement in accordance with
Regulation 4(4) the offeree shall inform the relevant securities exchange and
the Authority and make an announcement by a press notice of the proposed
takeover offer within twenty four hours of receipt of the offeror’s statement
5/19/2024 WAKIMANI 41
42. • Under Regulation 7(1), the offeror shall within 14 days of service of the offeror statement submit to the
CMA for approval the take-over document which CMA is required to approve within 30 days or such time
as CMA may determine. The document is required to be served on the offeree within five days of approval
by CMA.
• See Regulation 8 on the Requirements for a take over offer
• Under Regulation 10 the Board of directors of the offeree shall within fourteen days after the receipt of the
take-over offer issue a circular to the holders of voting shares to which the take-over offer relates, indicating
whether or not the board of directors recommend to holders of the voting shares the acceptance of the take-
over offer(s) made by the offeror under the take-over scheme
• Regulation 14 An offeror must keep a take-over offer open for acceptances for a period of 30 days from the
date the take0over document is first served
• Regulation 18. (1) A take-over offer shall be deemed to close on the last day of the offer period. (2) A
holder of the voting shares in the offeree may withdraw acceptance out of his own volition at any time
before the closing of the offer.
• Competing bids may be served for up to 10 days before the offer period ends. When competitive bidding
ensues, the CMA may vary the timeframes to require all bids and variations to be received within a fixed
period.
• Take over offer checklist
• Summary of the Takeover process
5/19/2024 WAKIMANI 42
43. Rights of minorities
• In 2019, the Companies Act was amended through the Statute Law (Miscellaneous
Amendments) Act no.12 of 2019, to lower the take-over threshold to 50%.
• The reduced threshold was also seen to undermine the right of minority shareholders to
decline the offer.
• The Business Laws Amendment Act 2020 amended the Companies Act to reinstate the
threshold for “squeeze-ins” and “sell-outs” to 90%. The previous threshold of 50% was
impractical and not in line with the global practice.
• “Squeezing-in” permits an investor, to acquire minority shareholdings on a compulsory
basis if it has acquired not less than 90% in value of the shares and not less than 90% of
the voting rights carried by the shares to which the offer relates.
• A “sell out” occurs where minority shareholder require the offeror to purchase their
shares in each case on the same terms as the offer.
• Further reading
• Sec 611 of the Companies Act 2015.
• See Bowmans Article
• How minority shareholders have scuttled takeover bids at NSE
• Hostile Takeovers At Kenya’s NSE Loom With New Forced Buyout Rules-
5/19/2024 43
WAKIMANI
44. Defences to takeovers
a. A competing bid from a strategic investor is often the most attractive form of anti-
takeover defence.
b. Target companies may also make counter-offers to purchase the shares at a premium
this includes a company buying a sizable portion of its own shares, which prevents
the acquiring company from purchasing the shares and becoming the majority
owner.
c. A target entity may modify its capital structure and force a re-evaluation of the deal's
attractiveness or seek white knight offers from other players in the relevant industry.
d. Further anti-takeover Defences may be prescribed in a listed company's articles of
association.
e. Targets may persuade the existing shareholders to reject the offer based on the
independent adviser's evaluation.
• Confidentiality is key to prevent the any counters to the acquisition
• Keeping the proposed bid as confidential as possible until it is announced generally
assists in protecting the deal. Entering into voting agreements to secure the minimum
percentage of shares to be taken up may help encourage a friendly deal.
• 17 Defenses Against Hostile Takeovers-
5/19/2024 44
WAKIMANI
45. Reverse Takeovers (RTOs)
• A reverse takeover enables a private company to go public without the attached costs
and time delay of an initial public offering (IPO).
• In the RTO a smaller firm will acquire management control of a larger or longer
established company and keep its name for the combined entity. This is known as a
reverse takeover. Another type of acquisition is reverse merger which enables a
private company to get publicly listed in a short period of time. This occurs when a
private company that has strong prospects and is eager to raise financing buys a
publicly listed shell company, usually one with no business and limited assets.
• RTOs have often been deemed to be the poor man’s initial public offering (IPO)
• Sometimes, conversely, the public company is bought by the private company
through an asset swap and share issue.
• June 25, 2013: The first reverse takeover transaction in East Africa was completed
when I&M Holdings began trading on the NSE.
• I&M Bank secures NSE listing with City Trust merger
5/19/2024 WAKIMANI 45
46. LINKS
• 1. LETTERS: Demystifying mergers, takeovers of firms - Business Daily- https://www.businessdailyafrica.com/analysis/letters/Demystifying-mergers-takeovers-
of-firms/4307714-5128932-bkmmuv/index.html
• 2. Potential challenges of the mergers and acquisitions strategy- https://www.businessdailyafrica.com/analysis/columnists/Potential-challenges-of-the-
mergers-and--acquisitions-strategy/4259356-4894336-8w2e3c/index.html
• 3. Merger Control in Kenya MMAN ADVOCATES https://www.lexology.com/library/detail.aspx?g=7aefaef4-36fd-4513-9f13-53a7c1543b98
• 4. Licensing ban spurs acquisition of Banks- https://www.businessdailyafrica.com/corporate/companies/Licensing-ban-spurs-acquisitions-of-banks/4003102-
5425322-104msqhz/index.html
• 5. Jamii Bora renamed Kingdom Bank after acquisition by Coop Bank- https://www.businessdailyafrica.com/corporate/companies/Co-operative-Bank-
renames-Jamii-Bora-appoints-new-CEO/4003102-5613736-4kydof/index.html
• 6. NIC and CBA merger- https://www.businessdailyafrica.com/news/Regulator-approves-CBA-NIC-merger/539546-5112672-52vish/index.html
• 7. Key tax and legal issues to consider in a merger deal- https://www.businessdailyafrica.com/lifestyle/pfinance/Tax-issues-consider-merger-deal/4258410-
5007238-15s2ac0z/index.html
• 8. Key tax and legal issues to consider in a merger deal - https://www.businessdailyafrica.com/lifestyle/pfinance/Tax-issues-consider-merger-deal/4258410-
5007238-15s2ac0z/index.html
• 9. Matters to consider during an M&A- https://www.oraro.co.ke/2018/06/26/step-lightly-matters-to-consider-during-ma-deals-in-kenya/
• 10. Mergers and Acquisitions, Oganya Ombo Advocates- https://onganyaombo.com/?p=937
• 11. Former Safaricom boss sell 21% shareholding in Safaricom- https://www.standardmedia.co.ke/business/article/2001381328/former-safaricom-boss-sells-
21-per-cent-stake-in-telco
• 12. Conditions overturned in Telkom Kenya/Airtel Kenya merger in first appeal under Kenyan Competition Act
https://www.insideafricalaw.com/blog/conditions-overturned-in-telkom-kenyaairtel-kenya-merger-in-first-appeal-under-kenyan-competition-act
• 13. UK firm acquires Resolution Insurance: https://www.standardmedia.co.ke/business/business/article/2001418356/uk-firm-finalises-acquisition-of-kenyan-
insurer
• 14. I&M acquires Ugandan Bank: https://www.standardmedia.co.ke/business/business/article/2001411711/im-completes-acquisition-of-orient-bank-uganda
5/19/2024 46
WAKIMANI
47. • 15. Telcom Kenya and Anor Vs CAK-
• 16. Evans Aseto & another v National Bank of Kenya (NBK) & another; Central Bank of Kenya & another (Interested Parties) [2019] eKLR
• 17. How NBK was brought to its death bed
• 18. KCB offers to acquire NBK
• 19. KCB changes acquisition plans with NBK
• 20. KCB pump 5 billion capital into NBK
5/19/2024 WAKIMANI 47
Editor's Notes
One curious observation in the merger is that physical assets, data platform and money transfer services are outside the scope of the merger. So is it just symbolic. Duopoly they could collude to keep the prices up. Job losses could be another bump on Telkom-Airtel merger. Mergers are not unique to Kenya. Mergers and acquisitions are characteristics of industries about to mature or brimming with innovations. 148 merger notifications were received by Competition Authority of Kenya during the 2017/2018 financial year. Banking and insurance sectors are popular.