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Mergers and Acquisitions Guidelines & Cases

Mergers and Acquisitions Guidelines & Cases. By 133 Prathmesh Thale 135 Sumeet Hooja 136 Jossy Thomas 137 Jamshid Roointon 139 Jomy Joseph 140 Rupali Badadare. Introduction Mergers Types 1. Horizontal 2. Vertical 3. Conglomerate

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Mergers and Acquisitions Guidelines & Cases

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  1. Mergers and AcquisitionsGuidelines & Cases By 133 Prathmesh Thale 135 Sumeet Hooja 136 Jossy Thomas 137 Jamshid Roointon 139 Jomy Joseph 140 Rupali Badadare

  2. Introduction • Mergers Types 1. Horizontal 2. Vertical 3. Conglomerate • Reasons Supporting mergers 1. Economies of Scale 2. Strategic Benefits 3. Complementary Resources 4. Utilisation of Surplus Funds

  3. Acquisitions Types 1. Shares 2. Assets • Difference between Mergers and Acquisitions • Joint Ventures

  4. Regulatory approvals Acquisition of shares Acquisition of assets Mergers and Amalgamation • SEBI Guidelines for Acquisition Notification Trigger point for public offer Offer Price Contents of the public announcement

  5. Companies Act Provisions • Sec 391 to 396 391 – Arrangements with creditors & members 392 – Enforce compromises & arrangements 393 – Information about compromises & arrangements 394 – Facilitation of reconstruction & amalgamation 395 – Acquisition of shares of shareholders 396 – Amalgamation in National Interest

  6. Provisions under Sec 394 • Transfer of Transferor Company • Allotment of shares, debentures & policies • Legal Proceedings • Dissolution • Disagreeing Members • Other

  7. Reliance Industries Ltd. (RIL) & Reliance Petrochemical Ltd.(RPL) • About The Reliance Group • The Merger A Huge amalgam Turnover Creation of an integrated Oil & Petro Major • Benefits Naptha Source Sales tax Depreciation

  8. Idea – Escotel • About.. Idea ( Birla, TATA, AT&T) Escotel ( Escorts & First Pacific) • The Acquisition Largest acquisition in Wireless Industry Increase in total Debt of Idea

  9. Benefits of Merger Additional Circles Setback to Bharti – High Operational cost Increased Customer Base Reduction in licence fees

  10. AOL – Time Warner • About.. AOL & Time Warner • Towards the Merger AOL & Time Warner – The Reasons AOL & Time Warner – Basic Strengths • The Merger Role of Federal Trade Commission (FTC) Role of Federal Competition Commission (FCC) Competitors protests M – Cap & Subscribers

  11. Concerns addressed by the Commissions Open Access Preventing Interference of ‘AOL’ DSL Marketing Requirements • AOL Time Warner – In Brief • After The Merger • Future for the Industry in America

  12. Conclusion

  13. References Financial Management --Prasanna Chandra www.indiainfoline.com www.cfm-india.com www.sebi.gov.com www.hindubusinessline.com www.rigzone.com www.ril.com www.economictimes.com www.companiesact1956.com www.bakernet.com www.envestindia.com www.cnet.news.com

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