mergers and acquisitions (2)
TRANSCRIPT
M versus A
Merger AcquisitionMeaning Merging of two
companies into oneA+B=A
Buying one company by anotherHold Co-Sub Co or common promoters
Decision Making Mutual Friendly or HostileTime More LessDilution of ownership
Yes No, full ownership acquired
Surrender/Swap of Shares
Yes, in lieu of shares of merged entity
No. Only transfer of shares from one entity to other
Key Pointers
Visualize vital connections before, during & after merger
Identify Areas & Opportunities for better integration
Pinpoint barriers to information and decision flow
Find employees who are key to transition & integration process
Improve talent retention and accelerate cultural retention
Categories
Pre-emptive clauses in Shareholders Agreement
FEMA requirements
Meaning of ‘going concern’
Direct Tax considerations
Valuation Stamp Duty
Considerations Movable v.
Immovable
Structure of a Share Purchase Agreement
Fair Market Value
Internationally accepted pricing methodology
Authorizations Valuation
Certificate Agreed Form
of Documents FC-TRS Clearing cogs
Remittance Delivery of Share
Certificates & SH 4 Instruction with
Depository Resignation and
Appointment of Directors Approval of Shareholders
Agreement
Slump Sale
Approvals Property-
Movable & Immovable
Contracts Employees Liabilities Goodwill Advances
Consideration Deliver
movables Sale Deeds Link
Documents Security
Deposits & Bank Guarantees
Employees
Value CreationMake M&A an extension of your growth strategy-Logical identification of targets-Clear plan to create value
Think out-of-the-box-Apply or leverage capabilities to build value in target-Expand capabilities or fill capability gaps to create opportunities you didn’t have
Set the Walk Away Price-Identify your BATNA-Do a reality check
Focused Mobilization to Effectively Capture Value-Shortlist critical actions mandatory for success of M&A-Execute long list of integration tasks stringently
Identify what needs to be integrated-Articulate value creation roadmap-Plan to integrate where it matters