Mergers involve the combination of two companies to form a new entity, while acquisitions refer to one company purchasing another. There are several types of mergers, including horizontal (between competitors), vertical (between companies in the same supply chain), and conglomerate (between unrelated companies). Mergers are classified as upstream, downstream, or reverse based on which company acquires the other. Takeovers allow a company to gain control of another, and can be friendly, hostile, or conducted as a bailout of a struggling company.
Mergers involve the combination of two companies to form a new entity, while acquisitions refer to one company purchasing another. There are several types of mergers, including horizontal (between competitors), vertical (between companies in the same supply chain), and conglomerate (between unrelated companies). Mergers are classified as upstream, downstream, or reverse based on which company acquires the other. Takeovers allow a company to gain control of another, and can be friendly, hostile, or conducted as a bailout of a struggling company.
Mergers involve the combination of two companies to form a new entity, while acquisitions refer to one company purchasing another. There are several types of mergers, including horizontal (between competitors), vertical (between companies in the same supply chain), and conglomerate (between unrelated companies). Mergers are classified as upstream, downstream, or reverse based on which company acquires the other. Takeovers allow a company to gain control of another, and can be friendly, hostile, or conducted as a bailout of a struggling company.
Mergers involve the combination of two companies to form a new entity, while acquisitions refer to one company purchasing another. There are several types of mergers, including horizontal (between competitors), vertical (between companies in the same supply chain), and conglomerate (between unrelated companies). Mergers are classified as upstream, downstream, or reverse based on which company acquires the other. Takeovers allow a company to gain control of another, and can be friendly, hostile, or conducted as a bailout of a struggling company.
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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. Continue… • 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) Continue… • 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. Continue… • 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. Continue… • 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. Continue… • 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. Continue… • 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. Continue… • 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. Continue… • 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.