Mergers and Acquisitions
| Mergers and Acquisitions |
Mergers and acquisitions (M&A) is a general term used to describe the consolidation of companies or assets through various types of financial transactions, including mergers, acquisitions, consolidations, tender offers, purchase of assets and management acquisitions.
| Process of M&A in India |
Types of Mergers & Acquisitions
Here is a list of transactions that fall under the M&A umbrella:
Merger
In a merger both the companies come together and form a new company with mutual understanding with each other and there is no transfer of shares takes place in a merger. In a merger, one of the two companies or both has to lose their identity.
company A + company B = company A
company A + company B = company B
company A + company B = company C
Example of Merger in India
Vodafone and Idea
On 20th March 2017, There was a drastic change in the Indian Telecom industry when Idea cellular decided to merge with Vodafone. It is India’s largest Telecom merger. It is also the world’s 2nd largest telecom company after China Mobile. The reason for this massive merger was Reliance Jio’s entry in the Telecom Industry with their cheap data, voice calling, and handset.
Acquisition
The acquisition is the same as the Merger but the only difference between Merger and Acquisition is that the Transfer of shares takes place in Acquisition whereas in merger there is no transfer of shares takes place. The Acquisition can be of two types 1) Withforce and 2) without force.
Example of Acquisition in India
Snapdeal and Freecharge
Snapdeal and Freecharge ($400 million) E-commerce startup Snapdeal acquired mobile recharge service Freecharge in April 2015. The cash plus stock deal was for an estimated $400 million, making it the biggest-ever acquisition in the history of India's internet industry. When the deal took place, Snapdeal had raised around $1.1 billion in funding while Freecharge had total funding of $120 million. Freecharge continued to operate as a separate entity following the acquisition which allowed Snapdeal to expand its digital commerce ecosystem. After a turbulent last few months, Snapdeal has now sold Freecharge to Axis Bank for $60 million.
Consolidation
Consolidation creates a new company. Stockholders of both companies must approve the consolidation. Subsequent to the approval, they receive common equity shares in the new firm. For example, in 1998, Citicorp and Traveler's Insurance Group announced a consolidation, which resulted in Citigroup. ( A + B = C )
Tender Offer
In a tender offer, one company offers to purchase the outstanding stock of the other firm, at a specific price. The acquiring company communicates the offer directly to the other company's shareholders, bypassing the management and board of directors. For example, in 2008, Johnson & Johnson made a tender offer to acquire Omrix Biopharmaceuticals for $438 million. While the acquiring company may continue to exist — especially if there are certain dissenting shareholders — most tender offers result in mergers.
Acquisition of Assets
In an acquisition of assets, one company acquires the assets of another company. The company whose assets are being acquired must obtain approval from its shareholders. The purchase of assets is typical during bankruptcy proceedings, where other companies bid for various assets of the bankrupt company, which is liquidated upon the final transfer of assets to the acquiring firms.
Management Acquisition
In a management acquisition, also known as a Management By Out(MBO), a company's executives purchase a controlling stake in another company, making it private. These former executives often partner with a financier or former corporate officers, in an effort to help fund a transaction. Such M&A transactions are typically financed disproportionately with debt, and the majority of shareholders must approve it. For example, in 2013, Dell Corporation announced that it was acquired by its chief executive manager, Michael Dell.
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