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M & A

Financial Crisis of 2009. M & A. Opportunity for Merger & Acquisition?. Rationale Behind M&A. Synergy Economics of Scale – Horizontal Mergers Entry to New Market Tax Advantages Diversification. Acquisition Methods. Asset Acquisition Definition ……………………. Share Acquisition

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M & A

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  1. Financial Crisis of 2009 M & A Opportunity for Merger & Acquisition?

  2. Rationale Behind M&A • Synergy • Economics of Scale – Horizontal Mergers • Entry to New Market • Tax Advantages • Diversification

  3. Acquisition Methods • Asset Acquisition Definition……………………. • Share Acquisition Definition…………………….

  4. Merger Method • Amalgamation ( A + B = C ) • Total Asset Transfer ( A + B = A )

  5. Acquisition Process • Buyer search • Confidentiality agreement • Information memorandum • Buyer meeting with management • Indicative offer • Structuring and negotiation • Due diligence • Sale and Purchase agreement

  6. Type of Due Diligence • Commercial Due Diligence • Market Characteristics and trend • Customers Profile • Business model • SWOT Analysis

  7. Types of Due Diligence • Financial Due Diligence • Past Performance assurance • Business System • Financial Projection • Valuation • Tax

  8. Types of Due Diligence • Legal Due Diligence • Contracts • Licenses and Permits • Litigation • Ownership document • Labor law • Corporate document

  9. Valuation Techniques • Earning based valuation (DCF, Capitalized earning method) • Market based valuation (Market Capitalization, Market Comparable) • Assets based valuation (Net assets value, Intangible value, Liquidation value)

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