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Merger & Acquisitions
By
Dr Arun Vidya K
Introduction
• Mergers and acquisitions are increasingly becoming
strategic choice for organizational growth, and
achievement of business goals including profit, empire
building, market dominance and long term survival.
• The ultimate goal of this is however maximization of
shareholder value.
• The phenomenon of rising M&A activity is observed
world over across various continents, although, it has
commenced much earlier in developed countries (as
early as 1895 in US and 1920s in Europe), and is
relatively recent in developing countries.
April 2013 Internaitonal Banking / Prof. G.Vento
WHAT IS MERGERS AND
ACQUISITION?
• Mergers and acquisitions (M&A) are defined
as consolidation of companies.
• Mergers is the combination of two companies
to form one new company.
• The combination of the two companies
involves a transfer of ownership.
• Both companies surrender their stock and
issue new stock as a new company.
April 2013 Internaitonal Banking / Prof. G.Vento
WAYS OF MERGER A MERRGER CAN TAKES PLACE IN
FOLLOWING WAY:
• BUY PURCHASING COMMON SHARES
• BY EXCHANGING SHARES FOR ASSETS
• BY EXCHANGING SHARES FOR SHARES
• BUY PURCHASING OF ASSETS
April 2013 Internaitonal Banking / Prof. G.Vento
• 1. Horizontal Mergers
• 2. Vertical Mergers
• 3. Conglomerate Mergers
April 2013 Internaitonal Banking / Prof. G.Vento
• HORIZONTAL MERGERS A Merger occurring
between companies in the same industry
• VERTICAL MERGER When two companies
produce same goods and services for one
specific product
• CONGLOMERATE MERGERS A merger between
firm involved in totally unrelated business
activity
April 2013 Internaitonal Banking / Prof. G.Vento
ACQUISITION
WHAT IS ACQUISITION?
When one company takes over another and
clearly established itself as a new owner , the
purchase is called an acquisition
April 2013 Internaitonal Banking / Prof. G.Vento
TYPES OF ACQUISITION?
1. Friendly acquisition
2. Reverse acquisition
3. Back flip acquisition
4. Hostile acquisition
April 2013 Internaitonal Banking / Prof. G.Vento
• 1.FRIENDLY ACQUISITION Both the companies
approve the acquisition under friendly terms.
EXAMPLE: 1.75 billion euro's ($2.37 billion)
Biotechnology
• 2.REVERSE ACQUISITION A private company
takes over a public company. EXAMPLE:
• 3.BACK FLIP ACQUISITION The purchasing
company becomes a subsidiary of the
purchased company. EXAMPLE:
• 4.HOSTILE ACQUISITION Here, the entire
process is done by force. EXAMPLE: $10.3
billion
April 2013 Internaitonal Banking / Prof. G.Vento
MERGERS: WHY IT IS IMPORTANT
• • Increase market share
• • Economies of scale
• • Profit for research and development
• • Reduction of competition
April 2013 Internaitonal Banking / Prof. G.Vento
ACQUISITION:WHY IT IS
IMPORTANT
• Increase market share.
• Increased diversification.
• excessive competition and cost maximization
April 2013 Internaitonal Banking / Prof. G.Vento
MERGER AND ACQUISITION DEALS-Example
• TATA STEEL–CORUS: ($12.2 billion) COMPANY TATA STEEL
CORUS IMAGE: Mutharaman, Tata Steel MD Ratan Tata, Tata
Chairman J.Leng, Corus Chairman Varin, Corus CEO India
United Kingdom
• January 30,2007
• Largest Indian Takeover
• After the deal TATA’S became the 5th largest STEEL company
100 % stake in CORUS paying Rs 428/- per share
April 2013 Internaitonal Banking / Prof. G.Vento
• VODAFONE-HUTCHISON ESSAR: ($11.1 billion) COMPANY
IMAGE: ARUN SARIN, CEO of Vodafone and ASIM GHOSH, MD
of Hutchison Essar VODAFONE HUTCHISON ESSAR United
Kingdom India TELECOM sector
• 11 February 2007
• 2nd Largest takeover deal
• 7 % stake holdings in Hutch
• HINDALCO-NOVELIS: ($6 billion) IMAGE: KUMAR MANGALAM,
Aditya Birla Group Chairman. STEVE FISHER, Novelis Chairman
• COMPANY HINDALCO NOVELIS June 2008 Hindalco
aquired noviles Hindalco entered fortune-500 listing of
worlds largest companies by sales revenue
April 2013 Internaitonal Banking / Prof. G.Vento
PROBLEM WITH MERGER
• Class of corporate cultures
• Increased business complexity
• Employees may be resistant to change
April 2013 Internaitonal Banking / Prof. G.Vento
MOTIVES FOR MERGERS &
ACQUISITION
• Economies of large scale business: Enjoys both
internal and external economies.
• Elimination of competition: It eliminates
intense & wasteful expenditure by different
competing organization.
• Desire to enjoy monopoly power: M&A leads
to monopolistic control in the market.
• Adoption of modern technology: corporate
organization require large resources.
April 2013 Internaitonal Banking / Prof. G.Vento
BENEFITS OF MERGERS &
ACQUISITION
• • Greater value generation: M&A generally succeed
in generating cost efficiency through the
implementation of economies of scale.
• • Gaining cost efficiency: The joint companies
benefits in terms of cost efficiency. as 2 firms form
new bigger company.
• • Increase in market share: An increase in market
share is one of the possible benefits of M&A.
• • Gain higher competitiveness: The new firm is
usually more cost-efficient and competitive as
compared to its financially weak parent organization.
April 2013 Internaitonal Banking / Prof. G.Vento

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Merger and Acquisition.ppt

  • 2. Introduction • Mergers and acquisitions are increasingly becoming strategic choice for organizational growth, and achievement of business goals including profit, empire building, market dominance and long term survival. • The ultimate goal of this is however maximization of shareholder value. • The phenomenon of rising M&A activity is observed world over across various continents, although, it has commenced much earlier in developed countries (as early as 1895 in US and 1920s in Europe), and is relatively recent in developing countries. April 2013 Internaitonal Banking / Prof. G.Vento
  • 3. WHAT IS MERGERS AND ACQUISITION? • Mergers and acquisitions (M&A) are defined as consolidation of companies. • Mergers is the combination of two companies to form one new company. • The combination of the two companies involves a transfer of ownership. • Both companies surrender their stock and issue new stock as a new company. April 2013 Internaitonal Banking / Prof. G.Vento
  • 4. WAYS OF MERGER A MERRGER CAN TAKES PLACE IN FOLLOWING WAY: • BUY PURCHASING COMMON SHARES • BY EXCHANGING SHARES FOR ASSETS • BY EXCHANGING SHARES FOR SHARES • BUY PURCHASING OF ASSETS April 2013 Internaitonal Banking / Prof. G.Vento
  • 5. • 1. Horizontal Mergers • 2. Vertical Mergers • 3. Conglomerate Mergers April 2013 Internaitonal Banking / Prof. G.Vento
  • 6. • HORIZONTAL MERGERS A Merger occurring between companies in the same industry • VERTICAL MERGER When two companies produce same goods and services for one specific product • CONGLOMERATE MERGERS A merger between firm involved in totally unrelated business activity April 2013 Internaitonal Banking / Prof. G.Vento
  • 7. ACQUISITION WHAT IS ACQUISITION? When one company takes over another and clearly established itself as a new owner , the purchase is called an acquisition April 2013 Internaitonal Banking / Prof. G.Vento
  • 8. TYPES OF ACQUISITION? 1. Friendly acquisition 2. Reverse acquisition 3. Back flip acquisition 4. Hostile acquisition April 2013 Internaitonal Banking / Prof. G.Vento
  • 9. • 1.FRIENDLY ACQUISITION Both the companies approve the acquisition under friendly terms. EXAMPLE: 1.75 billion euro's ($2.37 billion) Biotechnology • 2.REVERSE ACQUISITION A private company takes over a public company. EXAMPLE: • 3.BACK FLIP ACQUISITION The purchasing company becomes a subsidiary of the purchased company. EXAMPLE: • 4.HOSTILE ACQUISITION Here, the entire process is done by force. EXAMPLE: $10.3 billion April 2013 Internaitonal Banking / Prof. G.Vento
  • 10. MERGERS: WHY IT IS IMPORTANT • • Increase market share • • Economies of scale • • Profit for research and development • • Reduction of competition April 2013 Internaitonal Banking / Prof. G.Vento
  • 11. ACQUISITION:WHY IT IS IMPORTANT • Increase market share. • Increased diversification. • excessive competition and cost maximization April 2013 Internaitonal Banking / Prof. G.Vento
  • 12. MERGER AND ACQUISITION DEALS-Example • TATA STEEL–CORUS: ($12.2 billion) COMPANY TATA STEEL CORUS IMAGE: Mutharaman, Tata Steel MD Ratan Tata, Tata Chairman J.Leng, Corus Chairman Varin, Corus CEO India United Kingdom • January 30,2007 • Largest Indian Takeover • After the deal TATA’S became the 5th largest STEEL company 100 % stake in CORUS paying Rs 428/- per share April 2013 Internaitonal Banking / Prof. G.Vento
  • 13. • VODAFONE-HUTCHISON ESSAR: ($11.1 billion) COMPANY IMAGE: ARUN SARIN, CEO of Vodafone and ASIM GHOSH, MD of Hutchison Essar VODAFONE HUTCHISON ESSAR United Kingdom India TELECOM sector • 11 February 2007 • 2nd Largest takeover deal • 7 % stake holdings in Hutch • HINDALCO-NOVELIS: ($6 billion) IMAGE: KUMAR MANGALAM, Aditya Birla Group Chairman. STEVE FISHER, Novelis Chairman • COMPANY HINDALCO NOVELIS June 2008 Hindalco aquired noviles Hindalco entered fortune-500 listing of worlds largest companies by sales revenue April 2013 Internaitonal Banking / Prof. G.Vento
  • 14. PROBLEM WITH MERGER • Class of corporate cultures • Increased business complexity • Employees may be resistant to change April 2013 Internaitonal Banking / Prof. G.Vento
  • 15. MOTIVES FOR MERGERS & ACQUISITION • Economies of large scale business: Enjoys both internal and external economies. • Elimination of competition: It eliminates intense & wasteful expenditure by different competing organization. • Desire to enjoy monopoly power: M&A leads to monopolistic control in the market. • Adoption of modern technology: corporate organization require large resources. April 2013 Internaitonal Banking / Prof. G.Vento
  • 16. BENEFITS OF MERGERS & ACQUISITION • • Greater value generation: M&A generally succeed in generating cost efficiency through the implementation of economies of scale. • • Gaining cost efficiency: The joint companies benefits in terms of cost efficiency. as 2 firms form new bigger company. • • Increase in market share: An increase in market share is one of the possible benefits of M&A. • • Gain higher competitiveness: The new firm is usually more cost-efficient and competitive as compared to its financially weak parent organization. April 2013 Internaitonal Banking / Prof. G.Vento