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    1

    A PROJECT ON

    CORPORATE LEVEL STRATEGIESTAKEOVER STRATEGY

    IN THE SUBJECT

    Strategic Management

    SUBMITTED BY

    Soumeet D. Sarkar

    A041

    M.Com. Part-I

    UNDER THE GUIDANCE OF

    Prof. Prerna Sharma

    TOUNIVERSITY OF MUMBAI

    FOR

    MASTER OF COMMERCE PROGRAMME (SEMESTER - II)

    In

    ADVANCE ACCOUNTANCY

    YEAR: 2013-14

    SVKMS

    NARSEE MONJEE COLLEGE OF COMMERCE &ECONOMICS

    VILE PARLE (W), MUMBAI400056.

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    EVALUATION CERTIFICATE

    This is to certify that the undersigned have assessed and evaluated the

    project on CORPORATE LEVEL STRATEGIES TAKEOVER

    STRATEGY submitted by Soumeet D. Sarkar student of M.Com.Part - I

    (SemesterII) in Advance Accountancy for the academic year 2013-14. This

    project is original to the best of our knowledge and has been accepted for

    Internal Assessment.

    Name & Signature of Internal Examiner

    Name & Signature of External Examiner

    PRINCIPAL

    Shri. Sunil B. Mantri

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    DECLARATION BY THE STUDENT

    I, Soumeet D. Sarkar student of M.Com.(PartI) in Advance Accountancy, Roll

    No.: A041, hereby declare that the project titled CORPORATE LEVEL

    STRATEGIES TAKEOVER STRATEGY for the subject Strategic

    Management submitted by me for SemesterII of the academic year 2013-14,

    is based on actual work carried out by me under the guidance and supervision

    of Prof. Prerna Sharma. I further state that this work is original and not

    submitted anywhere else for any examination.

    Place: Mumbai

    Date:

    Name & Signature of Student

    Name : Soumeet D. Sarkar

    Signature : _________________

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    ACKNOWLEDGEMENT

    This project was a great learning experience and I take this opportunity to

    acknowledge all those who gave me their invaluable guidance and inspiration

    provided to me during the course of this project by my guide.

    I would like to thank Mr. Prerna Sharma - Professor of Strategic Management

    (MCOMNarsee Monjee College).

    I would also thank the M.Com Department of Narsee Monjee College of

    Commerce & Economics who gave me this opportunity to work on this project

    which provided me with a lot of insight and knowledge of my current curriculum

    and industry as well as practical knowledge.

    I would also like to thank the library staff of Narsee Monjee College of

    Commerce & Economics for equipping me with the books, journals and

    magazines for this project.

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    CONTENT

    Sr. No. PARTICULARS Page No.

    CHAPTER IINTRODUCTION

    1.1 Meaning & Definition 6

    1.2 Financial & Non-financial Benefits 7

    1.3 Phases of Strategic Management 7

    1.4 Objective of Study 8

    1.5 Corporate Level Strategies 9

    1.6 Importance of Corporate Strategy 10

    1.7 Limitations of Corporate Strategy 11

    CHAPTER II TAKEOVER STRATEGY

    2.1 Meaning & Definition 12

    2.2 Types of Takeover Strategy 13

    CHAPTER IIICASE STUDIES

    3.1 Vodafone - Hutch 16

    3.2 Mahindra - Satyam 21

    3.3 Kraft - Cadbury 27

    3.4 Tata - Corpus 30

    CHAPTER IVCONCLUSION

    4.1 Conclusion 34

    4.2 Bibliography 36

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    Financial Benefits:-

    1) Improvement in sales.

    2) Improvement in profitability.

    3)

    Improvement in productivity.

    Non-Financial Benefits:-

    1) Improved understanding of competitors strategies.

    2) Enhanced awareness of threats.

    3) Reduced resistance to change.

    4) Enhanced problem-prevention capabilities.

    Phases of Strategic Management:-

    Strategic management is not a static concept, but an ongoing process. The strategic

    management process encompasses four distinct phases. In order to succeed, a strategy

    must succeed in each phase. It is important, therefore, that anyone planning a business

    strategy understands these four phases and the roles that they play.

    1. Formulation:- Strategic management begins with the formulation phase, where the

    firms management develops an overall strategy for achieving the firm's objectives.

    Objectives may include, for example, increasing market share or reducing costs.

    The top management team typically is saddled with the responsibility of

    developing the firm's overall strategy. They may, however, seek the input of line

    managers and front-line workers as they develop their strategy.

    2. Implementation:- With a clear strategy formulated, managers can then go about

    implementing it. Strategies are usually implemented from the top down. To begin

    with, the top management team will inform line managers about the strategic

    changes, and line managers will, in turn, pass this information on to their

    subordinates. Many strategies fail due to poor implementation, but managers can

    avoid this by carefully introducing the new strategy and listening to any employee

    concerns about the changes.

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    3. Evaluation:- When a strategy is implemented, it will hopefully be successful, but

    managers cannot assume that every strategy will be. They will, therefore, need to

    measure the success of a strategy. To measure this success, the strategy must be

    evaluated against the firm's goals. A gap analysis is a useful tool for evaluating

    the success of a strategy. This measures the gap that exists between the desired

    results and a firm's actual results.

    4. Modification:- Sometimes, strategies are successful on the first attempt, but more

    often than not, there is room for improvement. If the evaluation of the strategy

    shows that the firm has not achieved all its desired goals, then it is necessary to

    modify the strategy. For example, if the firm used a cost-leadership strategy to

    increase sales, but the sales actually decreased, then the firm would need to

    modify this strategy, perhaps using a premium-pricing strategy instead.

    Objective of Study:-

    1. To understand the different corporate strategies.

    2. To analyse the takeover strategy.

    3. To study the various case studies related to takeover strategy.

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    Corporate Level Strategy

    It is believed that strategic decision making is the responsibility of top management. At

    the corporate level, the board of directors and chief executive officers are involved in

    strategy making. Corporate planners and consultants may also be involved. Mostly,

    corporate level strategies are futuristic, innovative and pervasive in nature. Decision like

    spreading the range of business interests, acquisitions, diversification, structural

    redesigning, mergers, takeovers, liquidations come under corporate level strategies. There

    are four grand strategic alternatives. They are stability, expansion, retrenchment and any

    combination of these three. These strategic alternatives are also called as grand strategies.

    A brief description about them are as follows:-

    1.

    Stability Strategy:- It is adopted by an organization when it attempts to improve

    functional performance. They are further classified as follows:-

    i. No change strategy.

    ii. Profit strategy.

    iii. Pause/Proceed with caution strategy.

    2. Expansion Strategy:- It is followed when an organization aims at high growth.

    They operate through:-

    i.

    Concentration.ii. Integration.

    iii. Diversification.

    iv. Cooperation.

    v. Internationalization

    Mergers, takeovers, joint ventures and strategic alliances come under expansion

    through cooperation. International strategies are further classified into global

    strategy, transnational strategy, international strategy and multi-domestic strategy.

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    3. Retrenchment Strategy:- It is followed when an organization aims at a

    contraction of its activities. It is done through turnaround, divestment and

    liquidation in either of the following three modes:-

    i. Compulsory winding up.

    ii. Voluntary winding up.

    iii. Winding up under supervision of the court.

    4. Combination Strategies:- They are followed when an organization adopts a

    combination of stability, expansion and retrenchment either at the same time in

    different businesses or at different times in the same business. The well-known

    companies of the TTK group, based in Southern India, adopted a restructuring

    plan in the late 1980s involving following strategies:-

    i.

    Merger of TTK chemicals with TTK pharma.

    ii. TT industries & Textiles Ltd. planned for expansion through joint venture.

    iii. TTK Ltd. diversified into the field of non-stick cooking utensils.

    iv. TTK maps & publications expanded into the general publishing business

    after a turnaround.

    Importance of Corporate Strategy

    In the present day competitive environment, no business organization can dream of

    survival without formulating appropriate corporate strategy. As the environment is

    continuously changing, the need for corporate strategic framework is more specific. The

    following areas clearly show the importance of corporate strategy:-

    1. Corporate strategy rationalizes allocation of scarce resources.

    2. Corporate strategy motivates employees examples to shape their work in the

    context of shared corporate goals.

    3. Strategy assists management to meet unanticipated future changes.

    4. Organizational effectiveness is ensured through implementing and evaluating the

    strategy.

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    5. Corporate strategy is a powerful tool to management to deal with the future

    which is uncertain and hazy in all respects.

    6. Corporate strategy improves the capability of management in coping with the

    volatile external environmental forces.

    7. Corporate strategy encourages the management to choose the best course of action

    to realize the objectives.

    8. Strategy planning system provides an objective basis for measuring performance.

    Limitation of Corporate Strategy

    The corporate strategy has the following specific limitations:-

    1. The process of strategy formulation is not an easy one. The process of forming

    corporate strategy is complex, cumbersome and complicated.

    2. Corporate strategies are useful for long range problems. They are not effective to

    overcome current exigencies.

    3. The corporate strategy formulation process calls for considerable time, money and

    effort. Developing appropriate corporate strategy is not a simple and economical

    proposition. For financially weak companies, cost becomes a great hindrance.

    4. As future is uncertain and cannot be predicted accurately, the strategic planning

    system based on hazy and uncertain estimates is not exact.

    5. Implementation of corporate strategy is influenced by organizational factors,

    behavioral factors and motivational factors. The gap between formulation and

    implementation of corporate strategy does not give desired results to the

    organization.

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    TAKEOVER STRATEGY

    Takeovers are taking place all over the world. Those companies whose shares are under

    quoted on the stock market are under a constant threat of takeover. In fact every

    company is vulnerable to a takeover threat. The takeover strategy has been conceived to

    improve corporate value, achieve better productivity and profitability by making optimum

    use of the available resources in the form of men, materials and machines. Takeover is

    one of the most popular strategies followed by the corporate sector all over the world.

    The act or an instance of assuming control or management of or responsibility for

    something, especially the seizure of power, as in a nation, political organization, or

    corporation. Takeovers are often made as part of a company's growth strategy whereby it

    is more beneficial to take over an existing firm's operations and niche compared to

    expanding on its own. Takeovers are often paid in cash, the acquiring company's stock

    or a combination of both.

    Takeovers can be either friendly or hostile. Friendly takeover occurs when the target

    firm expresses its agreement to be acquired, whereas hostile acquisitions don't have the

    same agreement from the target firm and the acquiring firm needs to actively purchase

    large stakes of the target company in order to have a majority stake. In either case, the

    acquiring company often offers a premium on the market price of the target company's

    shares in order to entice shareholders to sell.

    Takeover implies acquisition of control of a company through purchase or exchange

    of shares with the objective of gaining control over the management of a company. It

    can take place either through acquiring majority shares or by obtaining control of the

    management of the business & affairs of the target company. Ordinarily a larger

    company takes over a smaller company. On the other hand, in a reverse takeover, a

    smaller company acquires control over a larger company. When the shares of the

    company are closely held by a small number of persons, a takeover may be affected by

    agreement with the holders of those shares. However where the shares of a company are

    widely held by the general public, it involves the process as set out in the SEBI

    (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

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    Types of Takeover Strategy

    1. Friendly Takeovers:- A friendly takeover is an acquisition which is approved by

    the management. Before a bidder makes an offer for another company, it usually

    first informs the company's board of directors. In an ideal world, if the board

    feels that accepting the offer serves the shareholders better than rejecting it, it

    recommends the offer be accepted by the shareholders.

    In a private company, because the shareholders and the board are usually the

    same people or closely connected with one another, private acquisitions are

    usually friendly. If the shareholders agree to sell the company, then the board is

    usually of the same mind or sufficiently under the orders of the equity

    shareholders to cooperate with the bidder. This point is not relevant to the UKconcept of takeovers, which always involve the acquisition of a public company.

    2. Hostile Takeovers:- A hostile takeover allows a suitor to take over a target

    company whose management is unwilling to agree to a merger or takeover. A

    takeover is considered hostile if the target company's board rejects the offer, but

    the bidder continues to pursue it, or the bidder makes the offer directly after

    having announced its firm intention to make an offer. Development of the hostile

    tender is attributed to Louis Wolfson.

    A hostile takeover can be conducted in several ways. A tender offer can be made

    where the acquiring company makes a public offer at a fixed price above the

    current market price. Tender offers in the United States are regulated by

    the Williams Act. An acquiring company can also engage in a proxy fight,

    whereby it tries to persuade enough shareholders, usually a simple majority, to

    replace the management with a new one which will approve the takeover. Another

    method involves quietly purchasing enough stock on the open market, known as a

    creeping tender offer, to effect a change in management. In all of these ways,

    management resists the acquisition, but it is carried out anyway.

    The main consequence of a bid being considered hostile is practical rather than

    legal. If the board of the target cooperates, the bidder can conduct extensive due

    diligence into the affairs of the target company, providing the bidder with a

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    comprehensive analysis of the target company's finances. In contrast, a hostile

    bidder will only have more limited, publicly available information about the target

    company available, rendering the bidder vulnerable to hidden risks regarding the

    target company's finances. An additional problem is that takeovers often require

    loans provided by banks in order to service the offer, but banks are often less

    willing to back a hostile bidder because of the relative lack of target information

    which is available to them.

    3. Reverse Takeovers:- A reverse takeover is a type of takeover where a private

    company acquires a public company. This is usually done at the instigation of the

    larger, private company, the purpose being for the private company to

    effectively float itself while avoiding some of the expense and time involved in a

    conventional IPO. However, in the UK under AIM rules, a reverse take-over is

    an acquisition or acquisitions in a twelve month period which for an AIM

    company would:-

    Exceed 100% in any of the class tests; or

    Result in a fundamental change in its business, board or voting control; or

    In the case of an investing company, depart substantially from the

    investing strategy stated in its admission document; or

    where no admission document was produced on admission, departsubstantially from the investing strategy stated in its pre-admission

    announcement; or

    depart substantially from the investing strategy.

    An individual or organization, sometimes known as corporate raider, can purchase

    a large fraction of the company's stock and, in doing so, get enough votes to

    replace the board of directors and the CEO. With a new agreeable management

    team, the stock is a much more attractive investment, which would likely result in

    a price rise and a profit for the corporate raider and the other shareholders.

    4. Backflip Takeovers:- A backflip takeover is any sort of takeover in which the

    acquiring company turns itself into a subsidiary of the purchased company. This

    type of takeover can occur when a larger but less well-known company purchases

    a struggling company with a very well-known brand such as Texas Air

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    Corporation takeover of Continental Airlines but taking the Continental name as it

    was better known.

    5. Financing a Takeover:-

    a) Funding:- Often a company acquiring another pays a specified amount for

    it. This money can be raised in a number of ways. Although the company

    may have sufficient funds available in its account, remitting payment

    entirely from the acquiring company's cash on hand is unusual. More often,

    it will be borrowed from a bank, or raised by an issue of bonds.

    Acquisitions financed through debt are known as leveraged buyouts, and

    the debt will often be moved down onto the balance sheet of the acquired

    company. The acquired company then has to pay back the debt. This is a

    technique often used by private equity companies. The debt ratio of

    financing can go as high as 80% in some cases. In such a case, the

    acquiring company would only need to raise 20% of the purchase price.

    b) Loan Note Alternatives:- Cash offers for public companies often include a

    loan note alternative that allows shareholders to take a part or all of their

    consideration in loan notes rather than cash. This is done primarily to

    make the offer more attractive in terms of taxation. A conversion of shares

    into cash is counted as a disposal that triggers a payment of capital gains

    tax, whereas if the shares are converted into other securities, such as loan

    notes, the tax is rolled over.

    c) All Share Deals:- A takeover, particularly a reverse takeover, may be

    financed by an all share deal. The bidder does not pay money, but instead

    issues new shares in itself to the shareholders of the company being

    acquired. In a reverse takeover the shareholders of the company being

    acquired end up with a majority of the shares in, and so control of, the

    company making the bid. The company has managerial rights.

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    Examples of Takeovers

    VODAFONE

    Vodafone Group is a British multinational telecommunications company headquarteredin London and with its registered office in Newbury, Berkshire. It is the world's third

    largest mobile telecommunications company measured by both subscribers and 2013

    revenues (in each case behind China Mobile), and had 550 million subscribers as of

    December 2013.

    Vodafone owns and operates networks in about 30 countries and has partner networks in

    over 40 additional countries. Its Vodafone Global Enterprise division provides

    telecommunications and IT services to corporate clients in over 70 countries.

    The evolution of Vodafone brand started in 1982 with the establishment of Racal

    Strategic Radio Ltd subsidiary of Racal Electronics Plc. UK's largest maker of military

    radio technology. By initiative of Jan Stenbeck Racal Strategic Radio Ltd. formed a joint

    venture with Millicom called Racal Vodafone, which would later evolve into the present

    day Vodafone.

    Vodafone was launched on 1st January 1985 under the new name, Racal-Vodafone

    (Holdings) Ltd, with its first office based in the Courtyard in Newbury, Berkshire, and

    shortly thereafter Racal Strategic Radio was renamed Racal Telecommunications Group

    Limited. On 29th December 1986, Racal Electronics bought out the minority shareholders

    of Vodafone for 110 million; and Vodafone became a fully owned brand of Racal.

    In September 1988, the company was again renamed Racal Telecom. On 26th October

    1988, Racal Telecom, majority held by Racal Electronics; went public on the London

    Stock Exchange with 20% of its stock floated. The successful flotation led to a situation

    where the Racal's stake in Racal Telecom was valued more than the whole of Racal

    Electronics. Under stock market pressure to realise full value for shareholders of Racal,

    Harrison decides in 1991 to demerge Racal Telecom.

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    HUTCH

    Hutch was a mobile telecommunication brand under the company Hutchison

    Whampoa that offers a range of GSM and HSPA services throughout Sri Lanka.

    Hutchison launched its services in 2004 with the aim of being a nationwide operator

    in Sri-Lanka. As of April 2010, Hutch had network coverage of approximate 70% of the

    entire island. Initially it was called Call Link.

    Hutchison Telecom Lanka is a member of Hutchison Asia Telecom which comprises

    mobile telecommunications operations in the emerging markets of Indonesia, Vietnam and

    Sri-Lanka. Hutchison Asia Telecom is a key part of Hutchison Whampoa Groups

    telecommunications division which includes the 3 Group comprising 3G operations

    in Australia, Austria, Denmark, Hong-Kong, Indonesia, Ireland, Italy, Macau, Sweden and

    the UK.

    Transition from Hutch to Vodafone in India

    The Turkish Vodafone migration set the bar high for India. The Indian team raised the

    bar and the migration process to Vodafone from Hutch was again a great collaboration

    between global and local teams. Ogilvy India have driven the 360-degree integration,

    working with the Vodafone Global team very effectively to produce great work withgreat results. A very tough act for the next country to follow.

    The simplicity and comprehensive nature of the Hutch to Vodafone transition campaign

    was a perfect example of the successful entry of a new brand into a market.

    Business Issues

    Hutch, the second largest GSM brand in the Indian telecom market had been bought by

    Vodafone. A leading player in the high growth Indian market, Hutch enjoyedconsiderable brand equity. It was also a well-loved brand in terms of its unique imagery

    and award-winning communication. In making the transition to Vodafone, it was

    important to carry forward this equity and exceed expectations.

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    The objectives for the exercise were to carry along 35 million customers, 400,000 trade

    partners and 10,000 employees through the transition and, even more importantly, to

    enthuse existing stakeholders and potential customers with the possibilities offered by

    Vodafone.

    Time Frame

    The entire project including positioning, retail identity, campaign development and

    implementation was carried out in less than four months, from June to September 2007.

    In order to meet this tight time frame, a large amount of work was carried out in

    parallel, effectively leveraging the strengths of the network agencies. Ogilvy, Added

    Value and Team Vodafone worked in conjunction to develop the India positioning for

    Vodafone by July. The briefing for the campaign took place in July. Working with

    Team Vodafone and Maxus, Ogilvy arrived at and developed the idea, launch campaign

    and launch strategy by August. The touch point list alone, for this project, included over

    3,000 different elements. Working in conjunction with the Ogilvy One team and Fitch,

    the Ogilvy team developed and executed the entire list in just 45 days so that from Day

    One 21st September 2007, the consumer would experience a whole new brand.

    Partnership Activity

    Getting India to love Vodafone the transition demanded an intensive engagement with

    every arm of the WPP teams and the network responded with its very best. Five WPP

    agencies came together to help create magic on 21st September 2007. The Ogilvy team

    played the role of Brand Team Leader. Their first task was to internalise the new brand

    and its tone of voice, which required intensive training across offices. The Ogilvy team

    took this task forward and cascaded the new brand to 16 circle teams across six cities.

    This helped develop work that spoke the Vodafone tone of voice from day one.

    A comprehensive research campaign study led by Added Value was followed by

    intensive workshops involving the key stakeholders at Ogilvy and Maxus. Fitch was

    briefed not to just redesign the store signage but to create a whole new store experience

    for the Vodafone customer. At every interaction point with the consumer, the brand

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    required a new look in line with the new brand promise. That meant changing

    everything from the internal forms to the uniform of the security guard.

    The launch campaign, one-on-one communication with existing customers and customer

    touch-point elements were developed by Ogilvy and Ogilvy One. Unlike most re-branding

    exercises, which are phased over time, Maxus had to execute the transition overnight

    across the country. There was a first of its kind alliance with Star (Indias largest TV

    network) where the entire advertising was bought for Vodafone for 24 hours across all

    the networks 13 channels the worlds first 24 hour TV roadblock.

    Ogilvy Action put up over 20,000 high visibility outdoor sites overnight, using over 2

    million square feet of vinyl.

    Outputs

    The launch was the most talked about event in Indian media, with over 450 articles. An

    entire episode of CNBC covered the transition as a case study. Day after brand recall

    for Vodafone was 80% proclaimed by the industry and media as one of the best

    brand launches the country has ever seen. Thirty-five million customers transitioned

    seamlessly into brand Vodafone and within six months of launch, it became the brand of

    choice for over 44 million subscribers. It was the fastest, most comprehensive and most

    effective launch witnessed within the Vodafone network and has today been proclaimed

    as the benchmark for all forthcoming launches for Vodafone.

    Vodafone Acquires Essar's Stake

    In 2007, Vodafone granted options to Essar that would enable the conglomerate to sell

    its entire stake for US$5 billion, or to dispose of part of the 33% shareholding at an

    independently appraised fair market value. In January 2011, Vodafone objected to Essars

    plans to place part of its 33% stake in India Securities, a small public company.

    Vodafone feared the move would give an inflated market value to Vodafone Essar. It

    had approached the market regulator SEBI and also filed a petition in the Madras High

    Court.

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    The final shareholding pattern post this deal was not provided by the company as it was

    not clear whether Vodafone's stake would exceed the 74% FDI limit. Indian laws don't

    allow foreign companies to own more than 74% in a local mobile phone operator.

    Vodafone has assured it will comply with local rules. Vodafone will have to sell that

    1% to some Indian entity, or they will have to consider an Initial Public Offering.

    Vodafone also said that final settlement is anticipated to be completed by November

    2011. The completion of the deal would be subject to meeting certain conditions which

    include Reserve Bank of India's permission as well as valuation of the deal.

    On March 31, 2011, Vodafone Group Plc. announced that it would buy an additional

    33% stake in its Indian joint venture for US$5 billion after partner Essar

    Group exercised an option to sell the holding in the mobile phone operator. The deal

    raised Vodafones stake to 75%. Essar left the company after it implemented a put

    option over 22% of the venture. Vodafone exercised its call option to buy an 11% stake.

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    MAHINDRA-SATYAM

    Satyam Computers Services Limited (SCSL) was incorporated in the year 1987 as a

    private limited company at Andhra Pradesh. Later at 1991 Satyam recognized as a public

    limited company. SCSL was fourth largest provider of Information Technology services

    in India. In the year 1995 company awarded ISO 9001 certification. Twenty years ago,

    Satyam has consistently innovated across various aspects of the enterprise processes,

    technology, business and engagement models, and service offerings. Satyam offered a

    range of expertise that included:- Software Development Services, Embedded Systems,

    Engineering Services (CAD/CAM/CAE), Systems Integration, Enterprise Resource Planning

    Solutions, Enterprise Application Integration, Customer Relationship Management, Supply

    Chain Management, Product Development, Electronic Commerce, and Consulting. As ITservices became more and more technology-centric and generic, hence Satyam started

    offering services to enhance the customer business needs. Satyam starting with deeper

    focus on customized IT solution on insurance, financial services, telecom, manufacturing,

    transportation, health care, Bioinformatics and Retail sectors. In 2001, the company was

    awarded IMC Ramkrishna Bajaj National Award Trophy in the service category. In 2002

    the company announced the launch of its operation in China. Satyam cited as 'Top

    choice for SAP Support' by Giga Research group in the year 2002. In the year 2003

    company announced business continuity centre in Singapore, the first of its kind outside

    the India and in the same year Global Solution centre in Malaysia launched. Satyam and

    Microsoft signed Memorandum of Understanding to provide world class IT outsourcing

    services in Asia-Pacific region. Company was awarded IBM Lotus award in knowledge

    & content management solution category in the 10th

    annual IBM Lotus award at 2003.

    The World Bank had awarded the Outsourcing Contract to Satyam Computer Services

    worth of $10-$15 million at 2003. New development centre was inaugurated in

    Mississauga, Canada in the year of 2004. Satyam acquired two different companies in

    2005. In the fiscal of 2006 Satyam received the CNBC best performing stock of the

    year and Excellence in cost management from the Institute of Cost and Works

    Accountants of India. Satyam had been ranked the No.1 ITO: Global Process Consulting

    vendor by the 2007 Black Book of Outsourcing and had won the Asian Corporate Social

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    Responsibility Award under the poverty alleviation category. As of 2008 Satyam

    Computer Services Ltd. became the first Indian company to list its American Depository

    Shares (ADS) on Euronext in Amsterdam.

    The Satyam Scandal

    The Satyam Computer Services Scandal was a corporate scandal that occurred in India

    in 2009 where chairman Ramalinga Raju confessed that the company's accounts had been

    falsified. The Global Corporate Community was shocked and scandalised when the

    Chairman of Satyam, Ramalinga Raju resigned on 7 th January 2009 and confessed that

    he had manipulated the accounts by US$1.47 billion.

    Pricewaterhouse Coopers was the statutory auditor of Satyam Computer Services when

    the report of scandal in the account books of Satyam Computer Services broke. The

    Indian arm of PWC was fined US$6 million by the US SEC(Securities and Exchange

    Commission) for not following the code of conduct and auditing standards.

    Afermath

    Ramalingam Raju along with 2 other accused of the scandal, had been granted bail from

    Supreme Court on 4th November 2011 as the investigation agency CBI failed to file the

    charge sheet even after more than 33 months Raju being arrested.

    On the same day, the Crime Investigation Department(CID) team picked up Vadlamani

    Srinivas, Satyam's then CFO, for questioning. He was arrested later and kept in judicial

    custody.

    On 11th January 2009, the government nominated noted banker Deepak Parekh,

    former NASSCOM chief Kiran Karnik and former SEBI member C Achuthan to

    Satyam's board.

    Analysts in India have termed the Satyam scandal India's own Enron scandal. Some

    social commentators see it more as a part of a broader problem relating to India's caste-

    based, family-owned corporate environment.

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    The Indian Government has stated that it may provide temporary direct or indirect

    liquidity support to the company. However, whether employment will continue at pre-

    crisis levels, particularly for new recruits, is questionable.

    On 14th

    January 2009, Pricewaterhouse, the Indian division of Pricewaterhouse Coopers,

    announced that its reliance on potentially false information provided by the management

    of Satyam may have rendered its audit reports "inaccurate and unreliable".

    On 22nd January 2009, CID told in court that the actual number of employees is only

    40,000 and not 53,000 as reported earlier and that Mr.Raju had been allegedly

    withdrawing Rs.200 million (US$3 million) every month for paying these 13,000 non-

    existent employee.

    Acquisition by Mahindra Group

    On 13th April 2009, via a formal public auction process, a 46% stake in Satyam was

    taken over by Mahindra & Mahindra owned company Tech Mahindra, as part of its

    diversification strategy. Effective July 2009, Satyam rebranded its services under the new

    Mahindra management as "Mahindra Satyam". After a delay due to tax issues Tech

    Mahindra announced its merger with Mahindra Satyam on 21st March 2012, after the

    board of two companies gave the approval. The companies merged legally on 25th June

    2013.

    Mahindra Satyam (formerly Satyam Computer Services Limited) was an Indian IT

    services company based in Hyderabad, India. It was founded in 1987 by B Ramalinga

    Raju. The company was listed on the Pink Sheets, the National Stock

    Exchange and Bombay Stock Exchange. It offered a range of services, including software

    development, system maintenance, packaged software integration and engineering

    design services. In June 2009, the company unveiled its new brand identity MahindraSatyam subsequent to its takeover by the US$14 billion Mahindra Group's IT arm on

    13th April 2009. Tech Mahindra took over on June 24 th 2013.

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    Takeover by Mahindra

    Mahindra Satyam's proposed merger with Tech Mahindra may be delayed all because of

    legal issues, and ambiguity over jurisdiction between investigating agencies and the

    government. The merger has been delayed due to two tax cases pending with the

    Income Tax claiming over Rs.27 billion for both. Tech Mahindra announced

    its merger with Mahindra Satyam on 21st March 2012, after the board of two companies

    gave the approval. The two firms have received the go-ahead for merger from the

    Bombay Stock Exchange and the National Stock Exchange. Competition Commission of

    India(CCI) approved the proposed merger of Mahindra Satyam and other companies

    with Tech Mahindra. Mahindra Satyam will hold its Annual General Meeting(AGM) on

    8th June 2012 to consider the proposal to merge the company with Tech Mahindra. It is

    mandatory for the firm to get the AGM nod. The shareholders of both Tech Mahindra

    and Mahindra Satyam have unanimously approved the scheme of takeover of Satyam

    Computer Services Ltd., Venturbay Consultants, C&S System Technologies, Canvas M

    Technologies and Mahindra Logisoft Business Solutions with Tech Mahindra. Mahindra

    Satyam chairman, Vineet Nayyar said on 2nd August 2012, that the merger with Tech

    Mahindra was at the final stage of getting approval from the Andhra Pradesh and

    Maharashtra High Courts. The two firms had received the go-ahead for merger from

    the Bombay Stock Exchange and the National Stock Exchange. On June 11 th 2013,

    Andhra Pradesh High Court gave its approval for the merger of Mahindra Satyam with

    Tech Mahindra, after Bombay High Court already gave its approval. Vineet Nayyar said

    that technical approvals from the Registrar of Companies in Andhra Pradesh and

    Maharashtra are required which will be done in two to four weeks, and within 8 weeks,

    new merged entity will be in place, a new organisation chart would also come into

    force led by Anand Mahindra as Chairman, Vineet Nayyar as Vice Chairman and C. P.

    Gurnani as the CEO and Managing Director. Tech Mahindra on June 25

    th

    2013announced completion of Mahindra Satyam's merger with itself to create nation's fifth

    largest software services company with a turnover of US$ 2.7 billion. Tech Mahindra got

    the approval from the Registrar of Companies for the merger late in the night at 11:45

    (pm) on June 24th 2013. July 5th 2013 has been determined date on which the Satyam

    shares will be swapped for Tech Mahindra shares which was approved by both the

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    boards. Mahindra Satyam (Satyam Computer Services), was suspended from trading with

    effect from July 4th 2013, following its merger with Tech Mahindra. Tech Mahindra

    completed share swap and allocated its shares to the shareholders of Satyam Computer

    Services on July 12th 2013. The stock exchanges have accorded their approval for trading

    the new shares effective July 12th 2013. On July 24th 2013, a division bench of Andhra

    Pradesh High Court admitted a petition filed by Ekadanta Greenfields and Saptaswara

    Agro Farms Private Limited challenging the Mahindra Satyam Tech Mahindra merger

    order. The order was given by a single judge of the court in June, allowing the merger

    and dismissing the objections raised by a few parties. After admitting the petition, the

    bench comprising N.V. Ramana and Vilas V. Afzulpurkar posted the matter to August

    26th 2013.

    How Tech Mahindra turned around Satyam

    The company had reported a consolidated net loss of Rs.2.33 billion for the July

    September quarter of 2010. Speaking at a press conference ,Vineet Nayyar chairman of

    the company said the consolidate cash and cash equivalents at Rs.300 million compared

    to Rs.260 million. We will take three years for a turnaround, he informed. Even

    though the company got Rs.2.45 billion profit in Q4 for 20102011, but due to outside

    payments nearly Rs.5.70 billion for SEK, UPAID and Class Action Suit in Q4 (Total

    Rs.6.41 billion for the year 20102011), the company had reported a consolidated net

    loss of Rs.3.27 billion for the January March quarter of 20102011. IT firm Mahindra

    Satyam posted a consolidated net profit of Rs.2252 million for the quarter ended 30th

    June 2011. During the quarter, the company added 2,172 people, taking total headcount

    to 31,438 as of 30th June 2011. The company added 36 new customers during the

    quarter. The total headcount of the company stood at 32,092 as of the quarter ended

    30th September 2011 during which net addition of 654 personnel took place.

    The company added 188 employees in quarter three ending 31st December 2011 and

    recorded 29.4% quarter-on-quarter in its consolidated net profit of

    Rs.3.08 billion. Mahindra Satyam reported a net profit of Rs.5.34 billion for the fourth

    quarter ended 31st March 2012. Mahindra Satyam declared 30% dividend, signalling a

    complete turnaround, after declaring Q4 results of 2012-2013 in May 2013.

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    Four years after it took over Satyam Computer Services Ltd, Tech Mahindra Ltd. had

    managed to restore the company (re-named Mahindra Satyam) to health from the brink

    of collapse. Tech Mahindra subsequently merged Satyam with itself to create Indias fifth

    largest information technology company. The Satyam brand, tainted by the misdeeds of

    the companys founder B. Ramalinga Raju, has been discontinued.

    We have fulfilled the commitment made in 2009, when we acquired Satyam, to jointly

    become one of the largest, diversified players leveraging technology for business

    solutions, Mahindra and Mahindra Ltd. Chairman Anand Mahindra said in a statement

    on 25th

    June.

    In 2009, the biggest challenge facing Satyams new management was restoring the

    confidence of investors, clients and employeeswith many of the latter two leaving the

    tainted organization. It helped that Mahindra and Mahindra is one of Indias largest

    companies and is led by Anand Mahindra. The new management reached out to some of

    the employees who had left the organization in the wake of the accounting scandal.

    Many of them re-joined, confident that the new management will be able to rebuild the

    company. In the meantime, Mahindra Satyams top management, including Anand

    Mahindra, was engaged in constant dialogue with its top clients to prevent them from

    deserting the company and get more orders.

    Mahindra Satyams financials started improving. The company then leveraged its

    relationships with companies such as General Electric Co., AT & T Inc. and Cisco

    Systems Inc. to get new business, requesting them to put in a good word on thei r

    behalf. The takeover helped Tech Mahindra in burying the stigma attached to the Satyam

    brand that has haunted the company ever since Raju confessed to committing fraud. It

    also gives the combined entity a stronger balance sheet and a larger client base which it

    can leverage to win new business.

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    CADBURY

    Cadbury is a British multinational confectionery company owned by Mondelz

    International. It is the second largest confectionery brand in the world after Wrigley's.

    Cadbury was established in Birmingham in 1824, by John Cadbury who sold tea, coffee

    and drinking chocolate. Cadbury developed the business with his brother Benjamin,

    followed by his sons Richard and George. George developed the Bournville estate, a

    model village designed to give the company's workers improved living conditions.

    Cadbury is best known for its confectionery products including the Dairy Milk chocolate,

    the Crme Egg, and the Roses selection box. Dairy Milk chocolate in particular,

    introduced in 1905, used a higher proportion of milk within the recipe compared with

    rival products. By 1914, the chocolate was the company's best-selling product. Crme

    Eggs are made available for sale in the United Kingdom (now available all year) from

    January of each year until Easter, and are the best-selling confectionary product in the

    country during the period.

    The company was known as Cadbury Schweppes Plc. from 1969 until its demerger in

    2008, when its global confectionery business, was separated from its US beverage unit

    (now called Dr. Pepper Snapple Group). It was also a constant constituent of the FTSE

    100 from the index's 1984 inception until the company was bought by Kraft Foods in

    2010. Cadbury is headquartered in Uxbridge, London, and operates in more than fifty

    countries worldwide.

    KRAFT

    Kraft Foods Group Inc. is an American grocery manufacturing and processing

    conglomerate headquartered in the Chicago suburb of Northfield, Illinois.

    The company was formed in 2012 by a demerger from Kraft Foods Inc., which in turn

    was renamed Mondelz International. The new Kraft Foods Group is a North American

    grocery business, while Mondelz is a multinational snack and confectionary company.

    Kraft Foods Group is an independent public company; it is listed on the NASDAQ.

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    KRAFTs TAKEOVER of CADBURY

    On 7th September 2009 Kraft Foods made a 10.2 billion (US$16.2 billion) indicative

    takeover bid for Cadbury. The offer was rejected, with Cadbury stating that it

    undervalued the company. Kraft launched a formal, hostile bid for Cadbury valuing the

    firm at 9.8 billion on 9th November 2009. Business Secretary Peter Mandelson warned

    Kraft not to try to make a quick buck from the acquisition of Cadbury.

    On 19th January 2010, it was announced that Cadbury and Kraft Foods had reached a

    deal and that Kraft would purchase Cadbury for 8.40 per share, valuing Cadbury at

    11.5billion (US$18.9billion). Kraft, which issued a statement stating that the deal will

    create a "global confectionery leader", had to borrow 7 billion (US$11.5 billion) in

    order to finance the takeover.

    The Hershey Company, based in Pennsylvania, manufactures and distributes Cadbury

    branded chocolate (but not its other confectionery) in the United States and has been

    reported to share Cadbury's "ethos". Hershey had expressed an interest in buying

    Cadbury because it would broaden its access to faster growing international markets. But

    on 22nd January 2010, Hershey announced that it would not counter Kraft's final offer.

    The acquisition of Cadbury faced widespread disapproval from the British public, as well

    as groups and organizations including trade union Unite, who fought against the

    acquisition of the company which, according to Prime Minister Gordon Brown, was very

    important to the British economy. Unite estimated that a takeover by Kraft could put

    30,000 jobs at risk, and UK shareholders protested over the mergers and acquisitions.

    Cadbury's M&A advisers were UBS, Goldman Sachs and Morgan Stanley.

    Controversially, RBS, a bank 84% owned by the United Kingdom Government, funded

    the Kraft takeover.

    On 2nd

    February 2010, Kraft secured over 71% of Cadbury's shares thus finalizing the

    deal. Kraft had needed to reach 75% of the shares in order to be able to delist Cadbury

    from the stock market and fully integrate it as part of Kraft. This was achieved on 5 th

    February 2010, and the company announced that Cadbury shares would be delisted on

    8th March 2010. On 3rd February 2010, the Chairman Roger Carr, chief executive Todd

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    Stitzer and chief financial officer Andrew Bonfield all announced their resignations.

    Stitzer had worked at the company for 27 years.

    On 9th February 2010, Kraft announced that they were planning to close the Somerdale

    Factory, Keynsham, with the loss of 400 jobs. The management explained that existing

    plans to move production to Poland were too advanced to be realistically reversed,

    though assurances had been given regarding sustaining the plant. Staff at Keynsham

    criticized this move, suggesting that they felt betrayed and as if they have been sacked

    twice. On 22nd April 2010, Phil Rumbol, the man behind the famous guerilla

    advertisement, announced his plans to leave the Cadbury company in July following

    Kraft's takeover.

    In June 2010 the Polish division, Cadbury-Wedel, was sold to Lotte of Korea. The

    European Commission made the sale a condition of the Kraft takeover. As part of the

    deal Kraft will keep the Cadbury, Hall's and other brands along with two plants in

    Skarbimierz. Lotte will take over the plant in Warsaw along with the E Wedel brand.

    On 4th August 2011, Kraft Foods announced they would be splitting into two companies

    beginning on 1st October 2012. The confectionery business of Kraft became Mondelz

    International, of which Cadbury is a subsidiary.

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    Tata Steels Takeover of Corus

    On January 31st 2007, India based Tata Steel Limited acquired the Anglo-Dutch steel

    company, Corus Group Plc. For US$ 12.04 billion. The merged entity, Tata-Corus,

    employed 84,000 people across 45 countries in the world. It had the capacity to produce

    27 million tons of steel per annum. Tata Steel outbid the Brazilian Steelmaker Company

    Siderurgica Nacional's (CSN) final offer of 603 pence per share by offering 608 pence

    per share to acquire Corus. Tata Steel had first offered to pay 455 pence per share of

    Corus, to close the deal at US$ 7.6 billion on October 17 th 2006. CSN then offered 475

    pence per share of Corus on November 17th 2006. Finally, an auction was initiated on

    January 31st 2007, and after nine rounds of bidding, Steel could finally clinch the deal

    with its final bid 608 pence per share, almost 34% higher than the first bid of 455pence per share of Corus.

    The deal is the largest Indian takeover of a foreign company and made Tata Steel the

    world's fifth largest steel group.

    Background

    Tata Steel, formerly known as TISCO(Tata Iron and Steel Company Limited), was the

    world's 56

    th

    largest and India's 2

    nd

    largest steel company with an annual crude steelcapacity of 3.8 million tonnes. It is based in Jamshedpur, Jharkhand, India. It is part

    of the Tata Group of Companies. Post Corus merger, Tata Steel is India's second largest

    and second-most profitable company in private sector with consolidated revenues of

    Rs.1,32,110 crore and net profit of over Rs.12,350 crore during the year ended March

    31st 2008. The company was also recognized as the world's best steel producer by World

    Steel Dynamics in 2005. The company is listed on BSE and NSE; and employs about

    90000 people.

    Corus was formed from the merger of Koninklijke Hoogovens N.V. with British Steel

    Plc. on 6th October 1999. It has major integrated steel plants at Port Talbot, South

    Wales; Skuthorpe, North Lincolnshire; Teesside, Cleveland (all in the United Kingdom)

    and Ijmuiden in the Netherlands. It also has rolling mills situated at Shotton, North

    Wales (which manufactures Color coat products), Trostre in Llanelli, Llanwern in

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    Newport, South Wales, Rotterdam and Stockbridge, South Yorkshire, England,

    Motherwell, North Lanark shire, Scotland, Hayange, France, and Bergen, Norway. In

    addition it has tube mills located at Corby, Stockton and Hartlepool in England and

    Oosterhout, Arnhem, Zwijndrecht and Maastricht in the Netherlands. Group turnover for

    the year to 31st December 2005 was 10.142 billion. Profits were 580 million before

    tax and 451 million after tax.

    Industry Profile

    The Indian steel industry is more than 100 years old now. The first steel ingot was

    rolled on 16th February 1912 - a momentous day in the history of industrial India. Steel

    is crucial to the development of any modern economy and is considered to be the

    backbone of the human civilization. The level of per capita consumption of steel is

    treated as one of the important indicators of socio-economic development and living

    standard of the people in any country. It is a product of a large and technologically

    complex industry having strong forward and backward linkages in terms of material flow

    and income generation. All major industrial economies are characterized by the existence

    of a strong steel industry and the growth of many of these economies has been largely

    shaped by the strength of their steel industries in their initial stages of development.

    India is the seventh largest steel producer in the world, employing over half a million

    people directly with a cumulative capital investment of around Rs.1 lakh crore. It is a

    core sector essential for economic and social development of the country and crucial for

    its defense. The Indian iron and steel industry contributes about Rs.8,000 crore to the

    national exchequer in the form of excise and custom duties, apart from earning foreign

    exchange of approximately Rs.3,000 crore through exports. Consumption of finished steel

    grew by 5.9 % and increased to 24.9 million tones. Steel consumption is likely to

    increase in the at a rapid pace in future due to large investments planned in

    infrastructure development, increase urbanization and growth in key steel sectors i.e.

    automobile, construction and capital goods.

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    Problems

    Though the potential benefits of the Corus deal were widely appreciated, some analysts

    had doubts about the outcome and effects on Tata Steel's performance. They pointed out

    that Corus' EBITDA (earnings before interest, tax, depreciation and amortization) at 8%was much lower than that of Tata Steel which was at 30% in the financial year 2006-07.

    Final Deal Structure

    US$3.53.8 billion infusion from Tata Steel (US$2 billion as its equity

    contribution, US$1.51.8 billion through a bridge loan).

    US$5.6 billion through a LBO (US$3.05 billion through senior term loan, US$2.6

    billion through high-yield loan).

    Financing the Acquisition

    By the first week of April 2007, the final draft of the financing structure of the

    acquisition was worked out and was presented to the Corus' Pension Trusties and the

    Works Council by the senior management of Tata Steel. The enterprise value of Corus

    including debt and other costs was estimated at US$ 13.7 billion.

    The Synergies

    There were a lot of apparent synergies between Tata Steel which was a low cost steel

    producer in fast developing region of the world and Corus which was a high value

    product manufacturer in the region of the world demanding value products. Some of the

    prominent synergies that could arise from the deal were as follows:-

    Tata was one of the lowest cost steel producers in the world and had self-

    sufficiency in raw material. Corus was fighting to keep its productions costs under

    control and was on the lookout for sources of iron ore.

    Tata had a strong retail and distribution network in India and SE Asia. This

    would give the European manufacturer an in-road into the emerging Asian

    markets. Tata was a major supplier to the Indian Auto Industry and the demand

    for value added steel products was growing in this market. Hence there would be

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    a powerful combination of high quality developed and low cost high growth

    markets.

    There would be technology transfer and cross-fertilization of R&D capabilities

    between the two companies that specialized in different areas of the value chain.

    There was a strong culture fit between the two organizations both of which

    highly emphasized on continuous improvement and ethics. Tata Steel's Continuous

    Improvement Program Aspire with the core values:-

    Trusteeship,

    Integrity,

    Respect for Individual,

    Credibility, and

    Excellence.

    Corus's Continuous Improvement Program The Corus Way with the core values:-

    Code of Ethics,

    Integrity,

    Creating Value in Steel,

    Customer Focus,

    Selective Growth, and

    Respect for our People.

    Future Outlook

    Before the acquisition, the major market for Tata Steel was India. The Indian market

    accounted for sixty-nine percent of the company's total sales. Almost half of Corus

    production of steel was sold in Europe (excluding UK). The UK consumed twenty-nine

    percent of its production. After the acquisition, the European market (including UK)

    would consume fifty-nine percent of the merged entity's total production.

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    CONCLUSION

    There is no one reason about why takeover occurs. But there are a variety of reasons

    which create an urge for takeover. First, we will discuss some General Motives behind

    Takeover:-

    1. Increased Market Power:- Acquisition intended to reduce the competitive balance

    of the industry.

    2. Overcome Barriers to Entry:- Acquisitions overcome costly barriers to entry

    which may make start-ups economically unattractive.

    3. Lower Cost and Risk of New Product Development:- Buying established

    businesses reduces risk of start-up ventures.

    4.

    Increased Speed to Market:- Closely related to Barriers to Entry, allows market

    entry in a more timely fashion.

    5. Diversification:- Quick way to move into businesses when firm currently lacks

    experience and depth in industry.

    6. Reshaping Competitive Scope:- Firms may use acquisitions to restrict its

    dependence on a single or a few products or markets.

    Through this report and above cases of takeover, we have concluded some Beliefs which

    Encourage Takeovers:-

    1. Not only big companies are opting for global takeover, even middle sized

    companies are becoming multinationals through acquiring foreign corporations. So

    this could be a main reason behind takeover, to become global.

    2. If one is preparing to enter global market than creating a totally new entity

    would have been much more difficult rather than to acquire an established

    successful brand name.

    3. Company not having a long term vision, not changing with the market trends, not

    using their financial resources properly, and overall, having a very poor

    management, can definitely face a takeover possibility.

    4. Even companies, overwhelming with debt and unacquainted with their efficiency

    level and capacity, faces high chances of takeover.

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    5. Sometimes, better facilities and lower cost of production in Target Company also

    push Acquirer Company to acquire it.

    6. Acquirer Company may think that a diversified product mix will reduce risks

    while higher end products will add to bottom line.

    7. It helps the acquirer company to reduce their dependency for supply of raw

    material and labor cost in their home country and gaining access to international

    resources.

    8. The Acquirer Company may hold a view that the acquisition would provide it

    with the opportunity to spread its business across different customer segment and

    diverse market.

    9. Takeover facilitates sharing of best practices in manufacturing, quality assurance

    systems and processes.

    10.More resources enable intensive collaborative supply chain initiatives in a more

    cost-effective way.

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    BIBLIOGRAPHY

    1. www.legalserviceindia.com

    2. www.investopedia.com

    3. www.thetakeoverpanel.org.uk

    4. www.simply-strategic-planning.com

    5. Das, Bhagaban: Corporate Restructuring, 1stEd., Himalaya Publishing

    House, Mumbai 2009.

    6. Weinberg, M.A.: Takeover and Amalgamations, 3rd

    Ed., Sweet and

    Maxwell Publishers, London, 1971.

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