Meaning of Mergers & Acquistions

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Mergers & Acquisitions

• The terms "mergers" and "acquisitions" are


often used interchangeably, but they differ
in meaning.
• In an acquisition, one company purchases
another outright.
• A merger is the combination of two firms,
which subsequently form a new legal entity
under the banner of one corporate name.
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• A merger has been defined as an arrangement where the
assets of two (or more) companies become vested in, or
come under the control of, one company. All or
substantial majority of the shareholders of the two
companies are retained.
• In a merger, one of the two existing companies merges its
identity into another existing company or one or more
existing companies may form a new company and merge
their identities into the new company by transferring
their business and undertakings, including all assets and
liabilities, to the new company (herein after known as
merged company)
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• Types of Mergers
• Horizontal Mergers: Mergers between two
or more companies engaged in the same
business activities are termed as horizontal
mergers. Reduction in competition,
achieving economies of scale and focussing
on core competencies are some of the key
drivers to conduct a horizontal merger.
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• Vertical Mergers: Mergers effected between
two or more companies engaged in
undertaking different functions within the
value chain of a specific industry are termed
as vertical mergers. Expansion within
different segments of a value chain is a key
reason for companies to undertake vertical
mergers, resulting in an increased
integration.
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• Conglomerate Mergers: Companies in
conglomerate mergers typically operate in
different segments. Conglomerate mergers
help achieve diversification, product
extensions, market expansion and reduction
of the risk exposure of operating in one
industry. Appropriate integration and
implementation of a conglomerate merger is
an intricate process and is crucial to achieve
the benefits of diversification.
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• UP-Stream Merger: A subsidiary company is
merged with its parent company.

• Down-stream Merger: The parent company is


merged with its subsidiary company.

• Reverse Merger: A company with a sound


financial track record combines with a loss-
making or less profitable company.
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• Takeover: Gaining control over the management
of a target company by the acquiring company is
termed as takeover. It is conducted either by
directly acquiring shares carrying voting rights or
indirectly by participating in the management.
Takeover of private limited or closely help
companies can be undertaken based on mutual
agreement with stakeholders. However, takeovers
of publicly listed companies are in accordance
with process set out in the SEBI (substantial
Acquisition of Shares and Takeovers) Regulations,
2011.
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• Takeovers may be broadly classified as under:
• Friendly takeover: One of the key characteristics of a friendly
takeover is that such acquisitions are consummated with a
prior consent of the target company. Thus, the terms of the
takeover are negotiated and prior approval of the directors
and shareholders of the merging entities are obtained.
• Hostile takeover: A hostile takeover is undertaken when a
target company is acquired without the consent or buy-in
from its management, either by purchasing the stake from
the shareholders or through efforts to gain control of the
management.
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• Bailout takeover: The takeover of a friendly weak
company by financially stable company to bailout
the former is known as a bailout takeover. The
acquiring company presents a scheme for
turnaround/rehabilitation of the financially weak
company that is being acquired. Such scheme is
approved by the financial institution, banks, and
lenders who have funded the sick company on the
principles of viability, sustainability and time
frame for revival. Based on this assessment, a
rehabilitation package is drawn up to protect the
interest of various stakeholders associated with
that cash-strapped company.

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