acquisition, takeovers

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    Acquisition, Takeovers

    With Contemporary

    Cases

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    CONTENTS

    Introduction

    Acquisitions Takeovers

    Comparison

    Spectrum

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    INTRODUCTION

    Corporate Restructuring

    Acquisition

    Mergers

    Purchase of a unit or plant

    Takeovers

    Divestitures

    Sell offs

    Demergers

    Equity Carve outs

    Other Forms

    Going private

    Leveraged Buy outs

    Privatization

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    ACQUISITION

    Definition :

    An acquisition is the purchase of one company by

    another company. Consolidation is when two companiescombine together to form a new company altogether. Anacquisition may be private or public, depending onwhether the acquiree or merging company is or isn't

    listed in public markets.

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    TAKEOVER

    Definition :

    A corporate action where an acquiring companymakes a bid for an acquiree. If the targetcompany is publicly traded, the acquiringcompany will make an offer for the outstanding

    shares.

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    TYPES OF TAKEOVERS

    Friendly Takeovers

    The acquisition of a target company that iswilling to be taken over.

    Hostile Takeovers

    A takeover in which the target has no desire tobe acquired and actively rebuffs the acquirer andrefuses to provide any confidential information.

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    COMPARISONAcquisition Takeovers

    It is Friendly.

    Acquisition is broader term.

    Here acquisition of assets andliabilities is involved.

    Involves acquisition of entire

    stake in the equity capital ofthe company.

    It is Hostile.

    Takeover is a subset ofAcquisition

    Based on the outstandingstake in the market.

    Involves acquisition of certain

    stake in the equity capital ofthe company.

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    Problems inAchieving Success

    Integration

    difficulties

    Inadequateevaluation of target

    Too muchdiversification

    Large or

    extraordinary debt

    Inability toachieve synergy

    Managers overlyfocused on acquisitions

    Too large

    Increased

    market power

    Overcomeentry barriers

    Lower risk

    compared to developingnew products

    Cost of new

    product development

    Increased speedto market

    Increaseddiversification

    Avoid excessivecompetition

    Acquisitions

    Reasons forAcquisitions

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    TATA STEEL ACQUIRES CORUS- A

    CASE STUDY

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    An Introduction

    TATA Steel was formed in 1907 and started itsoperation in 1912

    Corus was formed on 6th Oct 1999 by merging oftwo companies Koninklijke Hoogovensand British Steel

    Corus is four times bigger than Tata but in theyear 2006 the operating profit for Tata was$840 million, whereas in case of Corus it was$860 million

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    Continued

    The deal, which creates the world's fifth-largeststeelmaker, is India's largest ever foreign

    takeover Corus was involved in a number of deals before

    TATA ie 14 deals In 2005, when the deal was started the price per

    share was 455 pence. But during the time ofacquisition held in 2007, the price per share was608 pence, which is 33.6% higher than the firstoffer.

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    The Deal

    Corus had been facing financial fluctuations since 1996-2005

    The acquisition process started in 2005 and ended on 2ndApr 2007 at $12 billion

    As stated by Tata, the initial motive behind the completionof the deal was not Corus revenue size, but rather itsmarket value

    January 31, 2007 : Britain's Takeover Panel announces in

    an e-mailed statement that after an auction Tata Steel hadagreed to offer Corus investors 608 pence per share in cash

    April 2, 2007 : Tata Steel manages to win the acquisition toCSN and has the full voting support form Corusshareholders

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    Post Acquisition TATA Tata Steel has formed a seven-member integration

    committee to spearhead its union with Corus group

    Head of the company- Ratan Tata along with 3members from both TATA Steel and Corus each

    The day after the acquisition was officiallyannounced, Tata Steels share fell by 10.7 percent on

    the Bombay stock market Tata has managed to acquire a British steel makerthat has been a symbol of Britains industrial powerand at the same time its dominion over India hasbeen perceived as quite ironic

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    BenefitsTo Tata Steel: Tata Steel will leapfrog from the fifty-sixth largest steel

    producer in the world to the fifth position.

    The company will have better geographical mix. Tata steel willhave access to 40 countries across the globe, transforming itinto a major global player from a domestic player.It will also achieve access to high-developed markets andpremium customer base.

    There will be a transfer, from Europe to India, of technology,and expertise, research and development capabilities in theautomotive, packaging and construction sectors, increasedprocurement knowledge and in effect, a better bargainingpower.

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