Mergers & Acquisitions

Anuroop Omkar & Kritika Krishnamurthy,Lakshmikumaran & Sridharan

M versus A

Merger AcquisitionMeaning Merging of two

companies into oneA+B=A

Buying one company by anotherHold Co-Sub Co or common promoters

Decision Making Mutual Friendly or HostileTime More LessDilution of ownership

Yes No, full ownership acquired

Surrender/Swap of Shares

Yes, in lieu of shares of merged entity

No. Only transfer of shares from one entity to other

Key Drivers

Overview

Court Approved Court Approved M&AM&A Types Regulatory Framework Key Pointers

Types

Regulatory Framework

Procedure

New Provisions

Key Pointers

Visualize vital connections before, during & after merger

Identify Areas & Opportunities for better integration

Pinpoint barriers to information and decision flow

Find employees who are key to transition & integration process

Improve talent retention and accelerate cultural retention

Acquisitions & Acquisitions & TakeoversTakeovers Categories Process Key Terms

Categories

Pre-emptive clauses in Shareholders Agreement

FEMA requirements

Meaning of ‘going concern’

Direct Tax considerations

Valuation Stamp Duty

Considerations Movable v.

Immovable

Structure of a Share Purchase Agreement

Fair Market Value

Internationally accepted pricing methodology

Authorizations Valuation

Certificate Agreed Form

of Documents FC-TRS Clearing cogs

Remittance Delivery of Share

Certificates & SH 4 Instruction with

Depository Resignation and

Appointment of Directors Approval of Shareholders

Agreement

Glossary

Slump Sale

Approvals Property-

Movable & Immovable

Contracts Employees Liabilities Goodwill Advances

Consideration Deliver

movables Sale Deeds Link

Documents Security

Deposits & Bank Guarantees

Employees

Value CreationMake M&A an extension of your growth strategy-Logical identification of targets-Clear plan to create value

Think out-of-the-box-Apply or leverage capabilities to build value in target-Expand capabilities or fill capability gaps to create opportunities you didn’t have

Set the Walk Away Price-Identify your BATNA-Do a reality check

Focused Mobilization to Effectively Capture Value-Shortlist critical actions mandatory for success of M&A-Execute long list of integration tasks stringently

Identify what needs to be integrated-Articulate value creation roadmap-Plan to integrate where it matters

International Transactions