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