Mergers and acquisitions
-
Upload
gurleen-kaur -
Category
Business
-
view
338 -
download
0
Transcript of Mergers and acquisitions
Mergers and Acquisitions
Merger• When two companies agree to combine their operations into a single entity
• Legal consolidation of two entities into one entity
• Placing one party's business under the indirect ownership of the other party's shareholders
• In India it is called Amalgamation
• Merging Company is called Amalgamating company
• New Company is called Amalgamated Company
Reason for Merger• Industry Consolidation
Tactical move that enables a company to reposition itself into a stronger operational and competitive industry position.
• Improve Competitive Position Reduces competition, and allows the combined firm to use its resources more effectively.
• Defensive Move Attractive tactical move in any economic environment - particularly in a cyclical down-turn where a merger can be a strong defensive move.
• Synergies Allowing two companies to work more efficiently together than either would separately.
• Market / Business / Product Line Issues Whether the market is a new product, a business line, or a geographical region, market entry or expansion is a powerful reason for a merger.
• Acquire Resources and Skills To obtain access to the resources of another company or to combine the resources of the two companies
Ways of merger – A merger can take place in following ways:
• By purchasing of assets • By purchase of common shares• By exchanging of shares for assets • By exchanging of shares for shares
Types of MergerTypes
Horizontal
MergerVertical Merger
Conglomerati
on
Mkt Extensi
on
Pdt Extensi
on
Horizontal Merger• A merger occurring between companies producing similar products, goods and offerings similar services.
• This type of merger occurs frequently as a result of larger companies attempting to create more effective economies of scale.
Vertical Merger• A merger between two companies producing different goods and services for one specific finished products.
• The merger of the firm that have actual or potential buyer-seller relationship.
Conglomeration• A merge between firms that are involved in totally interrelated business activity. Two types of conglomerate merger are:
• Pure conglomerate merger- It involve firms with nothing common.
• Mixed conglomerate merger- It involves firms that are looking for product extensions or market extensions.
Market Extension Merger• This involves the combination of two companies that sell the same products in different markets.
• A market-extension merger allows for the market that can be reached to become larger and is the basis for the name of the merger.
Product Extension Merger
• It takes place between two business organizations that deal in products that are related to each other and operate in the same market.
• Companies which sell different products of a related category.
ACQUISITION•An acquisition is where one company purchases another. It is also called as Takeovers
•It involves the acquiring company(the acquirer) making an offer for the common stock of the other company(the acquiree) at a fixed price per share.
Types• Acquisition can be friendly when they are supported by the board of the target company. Also called as negotiated takeovers
• Or unfriendly when they are opposed by the target company’s board . In this case it is called hostile takeovers
1+1=3
• Key principle for buying a company is to create shareholder value over and above that of the sum of the two companies.
• 2 companies are more valuable than two separate ones.
Facebook acquired Whatsapp
WhatsApp Messenger• cross-platform instant messaging client for smart phones
• founded in 2009 by Brian Acton and Jan Koum, both former employees of Yahoo!
• On February 19, 2014, months after a venture capital financing round at a $1.5 billion valuation, Facebook announced it was acquiring WhatsApp for US$19 billion, its largest acquisition to date
• Facebook CEO Mark Zuckerberg said that Facebook's acquisition of WhatsApp was closely related to the Internet.org vision.
• "The idea, he said, is to develop a group of basic internet services that would be free of charge to use – 'a 911 for the internet.'
• Days after the announcement, WhatsApp users experienced a loss of service, leading to anger across social media.
• The acquisition caused a considerable number of users to move, or try out other message services as well.
• Telegram claimed to have seen 8 million additional downloads of its app.
• Line claimed to have seen 2 million new users for its service
• Due to acquisition the government of Iran announced that it had proposed to block the access to WhatsApp service to Iranian residents.
• Just three days after announcing that WhatsApp had been purchased by Facebook, Koum said they were working to introduce voice calls in the coming months.
• By early January 2015, WhatsApp had 700 million monthly active users with over 30 billion messages being sent every day.
• In April 2015, Forbes predicted that between 2012 and 2018, the telecommunications industry will lose a combined total of $386 billion because of OTT services like WhatsApp and Skype
Problems with M & A• Working in a Global Environment
» Offices in different countries» Language barriers
• Strategic Planning» professionals are not sufficiently involved with the
evaluation of target companies before deals are signed
» employee retention, and training and other components of integration
» Even the most talented business leaders are generally not experts in the various stages of a merger and/or acquisition.
» challenge is to ensure that ongoing business is not adversely affected by M&A activity
• Communication and Training» companies can forget to stop and check their progress» Merger training is often overlooked and can present obstacles if not implemented promptly
» Employee productivity often falls where major staffing decisions are being made
Laws Regulating Mergers And Acquisition In India
(I) The Companies Act , 1956 (II) The Competition Act ,2002(III) Foreign Exchange Management Act,1999(IV) SEBI Take over Code 1994(V) The Indian Income Tax Act (ITA), 1961