Mergers and business combination by, sanaullah
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it will be helpful for finance students to understand the concepts of business combination, its types and how it effects in the markets..
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Mergers and business combination by, sanaullah
- 2. Mergers and other business combinations BY: SANAULLAH ZOHAIB SUNDAS SOFIA
- 3. Business Combination “A business combination occurs when two or more companies join under common control, meaning the ability to direct policies and management.” “A business combination occurs when an enterprise acquires net assets that constitute a business or equity interests of one or more other enterprises and obtains control over that enterprise or enterprises.”
- 4. What is the motivation behind business combination Growth I. New markets II. Increase in market share Reduction in operating costs Diversification Tax reasons Management incentives
- 5. TYPES OF BUSINESS COMBINATION Business Combination Merger Consolidation Congeneric conglomeratic Horizontal vertical Upward Downward
- 6. MERGER Occurs in a friendly environment when one corporation takes over all the operations of another business entity and that other entity is dissolved.
- 7. CONSOLIDATION Occurs when a new corporation is formed to take over the assets and operations of two or more separate business entities and dissolves the previously separate entities.
- 9. ACQUISITION The process of merger where the powerful companies are eating to the smaller companies. It can be eating up the stocks and increasing the holding rights Or the customers of other smaller companies then transferring the assets into their own accounts
- 10. ACQUISITION (Customers of other smaller companies)
- 11. ACQUISITION (Stocks of other smaller companies)
- 12. TYPES OF MERGERS Congeneric Conglomerate 1. Horizontal: when similar nature of companies merge 1. vertical Upward: Suppliers or raw material providers of the similar nature of companies merge with the parent company Downward: distributors or resellers of the similar nature of companies merge with the parent company
- 13. TYPES OF MERGERS(continued) Congeneric Conglomerate
- 14. TYPES OF MERGERS Congeneric Conglomerate Occurs when the unrelated businesses are combined/ merged
- 15. ECONOMIC REASONS OF COMBINING BUSINESSES Operating Advantages Financial Advantages Enhanced growth opportunities Diversification Tax advantages Production volume increases and the average cost of production and selling will decreases Example: Overhead cost of Admin department of QAU and PIDE Horizontal mergers often take advantage of reduced production cost by increasing the volume of production
- 16. ECONOMIC REASONS OF COMBINING BUSINESSES Operating Advantages Financial Advantages Enhanced growth opportunities Diversification Tax advantages The firms can take opportunities in the financial markets because of its increased size or efficiencies Example: two companies one has obtained high debt capacity and the other firm low. When they merge the lower debt capacity holding firm will take the financial advantage
- 17. ECONOMIC REASONS OF COMBINING BUSINESSES Operating Advantages Financial Advantages Enhanced growth opportunities Diversification Tax advantages Merged companies grow at a faster rate as compared to individual companies Quicker Provides product in a more timely fashion
- 18. ECONOMIC REASONS OF COMBINING BUSINESSES Operating Advantages Financial Advantages Enhanced growth opportunities Diversification Tax advantages Smooth earning instead of fluctuations in seasonal economic cycle Example: Auto mobile manufacturer might acquire a replacement parts company Reduces the risk factor i.e. illiquidity or bankruptcy
- 19. ECONOMIC REASONS OF COMBINING BUSINESSES Operating Advantages Financial Advantages Enhanced growth opportunities Diversification Tax advantages Mergers between two companies reduces the acquiring firm’s tax liability
- 20. HOW A MERGER IS EFFECTED Friendly takeover •Purchase of Assets •Purchase the Stock Hostile takeover •Tender offers •Proxy fight
- 21. LETS SEE WHAT HAPPEN IN REAL LIFE
- 22. Unilever has acquired the shares of Ambrosia International Ltd., Mehran International Ltd., and Pakistan Industrial Promoters Ltd., which form what is often called the Polka group of ice-cream companies
- 23. Two broadband companies of Pakistan, i.e. Wateen and Qubee have decided to merge to conduct joint operations in Pakistan to enhance energy in wireless broadband market
- 24. YOU WILL READ AN ADDITIONAL ARTICLE ON THE MERGERS AND ACQUISITION IN PAKISTAN AT FOOT NOTE OF THIS SLIDE
- 25. International - Mergers and Acquisitions Mergers & Acquisitions in Oman by Taimur Malik Legal Advisor, Middle East & North Africa Region, Vale Minerals and Metals PUBLISHED: You will find the Article in foot notes
Editor's Notes
- Unilever has acquired the shares of Ambrosia International Ltd., Mehran International Ltd., and Pakistan Industrial Promoters Ltd., which form what is often called the Polka group of ice-cream companies. Polka is one of the oldest and well-known brands of ice-cream in Pakistan. The Polka group has three factories in Hub, Karachi and Lahore, respectively. It employs more than 700 people and had a combined turnover of some Rs. 725 million in 1995. Sangster told newsmen at a press briefing at a local hotel. Unilever's existing interest in Pakistan include Lever Brothers (Pakistan) Limited which manufactures and sells a broad range of consumer-products. Unilever is also the largest ice-cream manufacturer in the world with sales of over [pounds]3 billion from over 50 countries. Unilever's international expertise in ice-creams and Polka's long experience of the Pakistan ice-cream market are expected to bring significant benefits to the Pakistani consumer. Unilever will continue to develop and support both its Walls brand and the Polka brand and will invest further in the Polka business to improve the manufacturing operations. To a question, Sangster said that the total production of Polka ice-cream in Pakistan at present is 13 million tones while that of Walls ice-cream is four million tones. Of the three companies of Polka groups, Pakistan Industrial Promoters (Pvt) Limited (PIPL) was incorporated in 1970. It has a factory in Lahore, Mehran International Limited (Pvt) (MIL) was incorporated in 1975 and has a Factory in Karachi and Ambrosia International Limited (Pvt) (ALL) was incorporated in 1984 and has a factory in Hub. Ambrosia is a public limited company while the other two are private limited companies. products of all three companies are marketed under the Polka brand name. AIL also produces Moven pick under license.
- The Plan of Consolidation of both wireless internet providing companies requires approval from Pakistan Telecom Authorities (PTA) and CCP. The investment of $25 Million of US is decided to be investing in this agreement along with the agreement of both of the parties i.e. Wateen and Qubee. Due to the respected agreement, it may possible for us to see the second largest broadband service providers with 2,00,000 customers (subscribers) all over the Pakistan. According to merging companies i.e. Wateen and Qubee, their network upgrade will make the operation a best in high speed broadband network with the phased upgrade to 4G LTE (Long Term Evolution) technology that would enable the broadband revolution in Pakistan and significantly enhance its position in the new digital economy. Note: - After the agreement, Wateen/Qubee and wi-tribe will become only two WiMAX operators in the industry in Pakistan. For those who don’t know about WiMAX, please note that WiMAX is a wireless communications standard designed to provide 30 to 40 megabit-per-second data rates, with the 2011 update providing up to 1 Gbit/s for fixed stations according to web definition. CEO of Wateen Telecom, Naeem Zamindar said, “We are confident that the formation of the new broadband business will usher in a new era of collaboration for the broadband industry and leap-frog the challenges in its aim to provide access to high-speed 4G data, seamless connectivity and cutting edge digital services for the people of Pakistan.” CEO of Augere’s business in Pakistan, Jamal Nasir Khan remarked, “We are delighted to announce the formation of this new stronger broadband business in Pakistan. We believe that the combined business will be able to better serve customers by providing high capacity affordable broadband connections which will drive up penetration in Pakistan, allowing an ever larger number of people to join the digital community with superfast access to the internet.”
- Mergers & Acquisitions in Pakistan The phrase mergers and acquisitions refers to the aspect of corporate strategy, corporate finance and management dealing with the buying, selling and combining of different companies that can aid, finance, or help a growing company in a given industry grow rapidly without having to create another business entity. Merger is a tool used by companies for the purpose of expanding their operations often aiming at an increase of their long term profitability. There are several different types of actions that a company can take when deciding to move forward using mergers and acquisitions. Usually mergers occur in a consensual (occurring by mutual consent) setting where executives from the target company help those from the purchaser in a due diligence process to ensure that the deal is beneficial to both parties. Acquisitions can also happen through a hostile takeover by purchasing the majority of outstanding shares of a company in the open market against the wishes of the target's board. MERGER The fusion or absorption of one thing or right into another; generally spoken of a case where one of the subjects is of less dignity or importance than the other. Here the less important ceases to have an independent existence. Merger according to Contract Law The extinguishment of one contract by its absorption into another, and is largely a matter of intention of the parties. Merger according to Corporations The absorption of one company by another, latter retaining its own name and identity and acquiring assets, liabilities, franchises, and powers of former, and absorbed company ceasing to exist as separate business entity. It differs from a consolidation wherein all the corporations terminate their existence and become parties to a new one. FORMS OF MERGER Conglomerate Merger Merger of corporations which are neither competitors nor potential or actual customers or suppliers of each other. One in which there are no economic relationships between the acquiring and the acquired firm. A pure conglomerate merger occurs when the two merging firms operate in unrelated markets having no functional economic relationship. Horizontal Merger Merger between business competitors, such as manufacturers of the same type products or distributors selling competing products in the same market area. Vertical Merger Union with corporate customer or supplier. Short Form Merger A number of states provide special rules for the merger of a subsidiary corporation into its parent where the parent owns substantially all of the shares of the subsidiary. This is known as a “short-form” merger. Short-form mergers under such special statutes may generally be effected by: (a) adoption of a resolution of merger by the parent corporation (b) mailing a copy of the plan of merger to all shareholders of record of the subsidiary, and (c) filing the executed articles of merger with the secretary of state and his issuance of a certificate of merger. This type of merger is less expensive and time consuming than the normal type merger. Merger Clause A provision in a contract to the effect that the written terms may not be varied by prior or oral agreements because all such agreements have been merged into the written document. A merger is popularly understood to be fusion of two companies. It means two enterprises by or under the control of a body corporate ceasing to be distinct enterprises. The Role of Merger in Modern Capitalism A merger is a very important feature of modern capitalism. The history of modern big corporations is a clear testimony of the importance of mergers in the corporate world. They have played an important part in the growth of most of the leading corporations of the world. Statistics show that about two thirds of the large public corporations in the United States had a merger in their history and the top 200 corporations in the United States are reputed to own about half of the total corporate wealth of the U.S.A. Some of the giant corporations of the world have resulted from consolidation of smaller companies. Any assets of a body corporate which on a change in the control of the body corporate or any enterprise of it, are dealt with in the same way as assets appropriated to any such enterprise shall be treated as appropriated to that enterprise. Merger of Companies Companies Ordinance 1984 regulates the procedure for merger of two companies into one. Section 284 of the Companies Ordinance 1984 describes that a company could be merged / amalgamated into another company if: Three fourths of the creditors or members sanctioned the same. An application for sanction for merger shall be given to the Court. The Court directs the Company to convene a meeting of creditors or class of creditors or of the member of the Company or class of members in such manner as the Court directs. No Court sanctioned the merger unless the Court is satisfied that all material facts relating to the Company such as the latest financial position of the Company, the latest auditor’s report on the accounts of the company, the pendency of any investigation proceedings in relation to the Company and the like. A certified copy of the order of the Court shall be filed with the registrar within thirty days otherwise the order would have no effect of merger / amalgamation. A copy of such order along with the memorandum of the company issued after the order has been made shall be filed within thirty days with the registrar. A copy of every such order shall be annexed to every copy of the memorandum of the company issued after the order has been made and filed aforesaid. If a company make default in complying the requirements, the company and every officer of the company who is knowingly, willfully in default shall be liable to a fine which may extend to 500 rupees for each copy in respect of which default is made. Object of Merger Object of merger is to achieve economy of scales and to carry on business more economically and efficiently, to streamline and maintain smooth and efficient management and corporate control, to cut unnecessary administrative, secretarial and other expenses, to attain the main objectives of both the petitioner-companies more feasibly, to avoid duplication of managerial and corporate process and to otherwise carry on business more conveniently and advantageously. Procedure for Merger / Amalgamation of Non-Banking Finance Companies Section 282-L of the Companies Ordinance, 1984 prescribes the procedure for amalgamation of Non Banking Finance Companies: A scheme containing the terms of the merger / amalgamation has been placed in draft before the share holders of each of the NBFC concerned separately; The scheme shall be approved by a resolution passed by a majority in number representing two thirds in value of shareholders of each of the said NBFCs, present either in person or by proxy at a meeting called for the purpose; Notice of every such meeting as is referred above shall be given to every shareholder of each of the NBFC concerned in accordance with the relevant articles of association, indicating the time, place and object of the meeting, and shall also be published at least once a week for three consecutive weeks in not less than two newspapers which circulate in the locality or localities where the registered offices of the NBFCs concerned are situated, one of such newspapers being in a language commonly understood in the locality or localities. Any shareholder, who has voted against the scheme, of amalgamation at the meeting or has given notice in writing at or prior to the meeting to the NBFC concerned or the presiding officer of the meeting that he dissents from the scheme of the amalgamation, shall be entitled, in the event of the scheme being sanctioned by the Commission to claim from the NBFC concerned, in respect of the shares held by him in that NBFC, their value as determined by the Commission when sanctioning the scheme and such determination by the Commission as to the value of the shares to be paid to dissenting shareholder shall be final for all purposes. If the scheme of amalgamation is approved by the requisite majority of shareholders in accordance with the provisions of this section, it shall be submitted to the Commission for sanction and shall, if sanctioned by the Commission by an order in writing passed in this behalf be binding on the NBFC’s concerned and also on all the shareholders thereof. Where a scheme of merger / amalgamation is sanctioned by the Commission, the remaining or resulting entity shall transmit a copy of the order sanctioning the scheme to the registrar before whom the NBFC concerned have been registered, and the registrar shall, on receipt of any such order, strike off the name of the NBFC hereinafter in this section referred to as the amalgamated NBFC which by reason of the merger will cease to function. On the sanctioning of scheme of amalgamation/ merger by the Commission, the property of the amalgamated NBFC shall, by virtue of the order of sanction, be transferred to and vest in, and the liabilities of the said NBFC shall, by virtue of the said order be transferred to and become the liabilities of the NBFC which under the scheme of amalgamation is to acquire the business of the amalgamated NBFC, subject in all cases to the terms of the order sanctioning the scheme. Methods of Merger By an order of the Central Government; By purchase of assets; By purchase of shares; By Merger through a holding company; By acquisitions of shares; By way of a scheme in voluntary winding up; By exchange of shares. ACQUISITION The act of becoming the owner of certain property; the act by which one acquires or procures the property in anything. Term refers especially to a material possession obtained by any means. “Acquisition” is not a term of art and has, therefore, to be construed in its ordinary meaning, which covers in its ordinary meaning, in the context in which it is used, the acquiring of all kinds of rights or interests in land. It does not necessarily imply the acquiring of property rights though, when contrasting such acquisition with that of a lesser kind of rights such as requisition, acquisition is generally used to convey the obtaining of proprietary rights while requisition is confined to the mere taking of possession for a limited or unlimited period. But from this distinction it does not follow that they are entirely different concepts and cannot, therefore, be reasonably covered by the same expression. In decisions as well as statutes, the term acquisition has been used to include the temporary occupation. “Acquisition” may be defined as a transaction or series of transactions whereby a person (individual, group of individuals or company) acquires control over the assets of a company, either directly by becoming the owner of those assets or indirectly by obtaining control of the management of the company. Where shares are closely held (held by a small number of persons), an acquisition will generally be effected by agreement with the holders of the whole of the share capital of the company being acquired. Where the shares are held by the public generally, the acquisition may be effected (a) by agreement between the acquirer and the controllers of the acquired company; (b) by purchases of shares on the stock exchange; (c) or by means of an acquisition bid. FORMS OF ACQUISITION Derivative Acquisitions Derivative acquisitions are those which are procured from others. Goods and chattels may change owners by act of law in the cases of forfeiture, succession, marriage, judgment, insolvency and intestacy; or by act of the parties, as by gift or sale. Original Acquisitions Original acquisition is that by which a man secures a property in a shape which is not at the time he acquires it, and in its then existing condition, the property of any other individual. It may result from occupancy; accession; intellectual labor__ namely, for inventions, which are secured by patent rights; and for the authorship of books, maps, and charts, which is protected by copyrights. An acquisition may result from the act of the party himself, or those who are in his power acting for him, as his children while minors. Registration of charges on properties acquired subject to charge According to Section 122 of the Companies Ordinance, 1984 where a company which has been registered in Pakistan acquires any property and creates a charge on that property then the property is required to be registered. Procedure for registration of mortgage/charge etc. on acquisition Approval: Approval of Board of Directors is required about agreement for acquisition of such property subject to mortgage / charge. Registration of Charge: If any property is acquisitioned by the company which is already mortgaged / charge registered with the registrar. The mortgage charge would be registered as if the company itself created the mortgage charge etc. The acquiring company becomes ‘mortgager’ and substitute existing mortgager and existing mortgagee becomes mortgagee of the acquiring company. Period of 21 days meant for registration of mortgage charge shall be counted from the date of acquisition of the property. The following Mortgage / Charge documents of acquisitioned property are filed with the registrar concerned for registration of the mortgage / charge etc: Form 11 containing the particulars of the mortgage / charge etc. Certified copies of the instruments creating the mortgage or charge. Certified copies of the sale deed or other documents of acquiring assets/ property. Affidavit regarding copies of the instruments being true. Charges etc. Bank challan (deposited in relevant branch of HBL) of Rs. 5,000 being filing fee.
- The financial challenges being faced by businesses all over the world have resulted in many organizations looking towards consolidation through mergers as a means of survival whereas others have embarked upon acquisitions led by growth objectives to prepare for future opportunities. Mergers and acquisitions (“M & A”) are not uncommon in the Middle East and Oman has continued to witness moderate M & A activity in recent years. For example, M & A deals have been instrumental in Bank Muscat’s growth and these include its mergers with Al Bank Al Ahli Al Omani, Commercial Bank of Oman and the Industrial Bank of Oman. Similarly, Bank Dhofar al-Omani al-Fransi and Majan International Bank merged in 2003 to form Bank Dhofar and ONIC Holding was formed as a result of the merger of Oman National Holding Company and Al-Ahlia Portfolio Securities Company in 1998. Moreover, RSA Insurance Group plc and ONIC Holding recently announced that, subject to regulatory and other approvals, RSA Oman will acquire Al Ahlia Insurance from ONIC Holding and in return ONIC Holding will acquire a 20.3% stake in RSA Oman. On the acquisitions front, Electricity Holding Company recently acquired the majority stake in Dhofar Power Company and ANC Holdings of UAE acquired the majority stake in Dhofar Fisheries Industries Company. Structuring Considerations The most important decision in relation to an M & A transaction relates to the structuring of the deal. In the case of mergers, the decision whether to merge one company into the other company or to establish a new company depends to a large extent on the social and commercial considerations of the parties. Another important factor, in addition to issues relating to the assignment and taking over of the rights and obligations of the merging company, is the transfer of the employment contracts and particularly of the employment visas of the foreign employees of the merging company to the incorporating company or to the new company established pursuant to the merger. In relation to acquisitions, the acquirer needs to decide whether it is more appropriate to simply go for the acquisition of the assets of the target company or to acquire its shares. Royal Decree 4/1974 (the “Commercial Companies Law”) provides for mergers to take place either (a) by way of incorporation, i.e. dissolution of one or more companies and transfer of their assets and liabilities to an existing company or (b) by way of consolidation, i.e. establishment of a new company to which the assets and liabilities of all the companies to be amalgamated are transferred and subsequent dissolution of such companies. Legal Due Diligence A legal due diligence exercise is an important part of an M & A transaction and helps the parties to identify any legal risks and consider strategies to minimize such risks (e.g. by requiring the counter party to remove these risks as a condition precedent or provide warranties in this respect). At the initial stage the due diligence of an Omani company usually involves the review of its corporate documents including, inter alia, the Constitutive Contract/Articles of Association, Ministry of Commerce and Industry (“MOCI”) Certificate of Incorporation and Commercial Registration Information print-out and Authorised Signatories Form, Oman Chamber of Commerce & Industry membership certificate and the latest audited financial statements. The due diligence should also cover aspects relating to the registration of all Omani employees of the company with the Public Authority for Social Insurance ("PASI") and evidence that all PASI contributions are up to date. As the due diligence proceeds further, additional information relating to the company’s shareholders, financial commitments, contractual rights and obligations should also be reviewed including details of any legal or commercial mortgages creating a charge on the property of the company, particulars of all guarantees, performance bonds, letters of comfort or similar documents of assurance and any indemnities provided by the company or its directors for the benefit of the company. Regulatory Considerations In the case of certain companies such as those undertaking activities in the banking, insurance, electricity or water sectors, there is a need to obtain specific approvals for an M & A transaction from the relevant regulatory bodies. If the target is a bank or an institution carrying out banking and financial activities, the bidder must first obtain the approval of the Central Bank of Oman (“CBO”) and if the target is an investment fund or brokerage company then an approval is required from the Capital Market Authority (“CMA”). Similarly, in the case of companies in the electricity sector, approval for the change of control is required from the Authority for Electricity Regulation Oman (“AERO”). In this respect, consideration will need to be given to the conditions of the licence granted to the target company by AERO and the bidder’s existing shareholding in companies operating in the electricity sector in Oman. Foreign Capital Investment Law M & A transactions involving foreign investment also require consideration of Royal Decree 102/1994, the Foreign Capital Investment Law (“FCIL”). If the merger involves the takeover of an Omani company by another Omani company, care must be taken to ensure that the foreign investment limit of 70% is not exceeded. Similarly, if a new company is to be established pursuant to the merger of one or more companies, the provisions of the FCIL relating to share capital and foreign shareholding would need to be complied with. Labour Law Matters Royal Decree 35/ 2003 as amended (the “Labour Law”) sets out the rights and obligations of the employees and employers in great detail and companies contemplating M&A transactions in Oman will need to look at various issues in relation to employment matters. For example, it is pertinent to evaluate in relation to the target company or the other merging companies (normally as part of the due diligence and valuation process) the nature of any accumulated end of service gratuities with respect to the non-Omani employees and that there are no arrears in relation to the PASI contributions and that the company complies with its Omanisation targets. Companies also need to consider whether it will be necessary to terminate the services of any existing employees of the merging or target company. This is important because the Labour Law provides protection to employees against termination without cause and it is normal for courts to award compensation to employees in such cases as the courts are not likely to accept a merger as a valid reason for dismissal. In the event that a new company is to be established pursuant to the merger transaction then the existing non-Omani employees will need to be transferred to the sponsorship/visa of the new company. According to the terms of the Labour Law the contracts of employment will continue to exist pursuant to a merger and the successor entity will be jointly responsible with the former employers for discharging all the obligations prescribed by the Labour Law. Listed Companies M & A transactions involving listed companies take more time and are subject to greater regulatory and legal requirements and approvals compared with transactions involving only unlisted companies. For example, there are disclosure requirements in relation to listed companies and any contemplated transactions especially transactions that may result in a change of control need to be disclosed through the electronic system of the Muscat Securities Market. Moreover, Royal Decree 80/98 (the “Capital Market Law”) provides that no single person or related persons up to the second degree of kinship can hold 25% or more of the shares of a joint stock company whose shares are offered for public subscription, except by a prior approval of the Executive President of the CMA. Furthermore, where the persons to whom the shares are allotted are related parties, the company has to disclose this fact to the shareholders and a resolution of the company’s General Meeting approving such a related party transaction needs to include the names of the proposed allottees, the number of shares and the issue price. The above mentioned matters are some of the important issues that need to be considered by businesses contemplating an M & A transaction in Oman. Other pertinent issues include the valuation mechanism and pricing structure for the shares/assets of the merging or target company and any tax implications arising from the transaction. As highlighted above, there are a number of legal, regulatory and procedural issues that need to be considered by the parties before embarking upon an M & A transaction and timely advice and assistance in respect of these matters can improve the efficiency and clarity with which the completion of such transactions can be achieved. Taimur Malik worked as Executive Director of the Research Society of International Law (RSIL) Pakistan and with Ahmer Bilal Soofi & Co before joining a leading law firm in the Sultanate of Oman. He is now the Legal Adviser (Middle East & North Africa) at Vale (formerly known as CVRD), world’s second largest mining and diversified metals company. This article was originally published in the Business Today magazine and is based on the Oman chapter written by him for a forthcoming Globe Law and Business publication on Mergers & Acquisitions in the Middle East. Comments may be directed to editors@counselpakistan.com. Related Articles: PRESIDENT OBAMA’S ENTREPRENEURSHIP SUMMIT - MY EXPERIENCES by Junaid Iqbal AFGHANISTAN, THE FIRST HYDROCARBON BIDDING ROUND by Aarij S Wasti THE PRACTICE OF LAW – GCC PERSPECTIVE by Taimur Malik