Mergers- types of merger – theories of mergers- operating, financial and managerial synergy ofmergers – value creation in horizontal, vertical and conglomerate mergers – internal and externalchange forces contributing to M & A activities- Impact of M & A on stakeholders.
M & A – A strategic perspective- industry life cycle and product life cycle analysis in M&Adecision, strategic approaches to M&A- SWOT analysis, BCG matrix, Porter’s five forces model
Corporate restructuring – significance - forms of restructuring – joint ventures – sell off andspin off – divestitures – equity carve out – leveraged buy outs (LBO) – management buy outs –master limited partnerships – Limited Liability Partnership (LLP) in India: Nature and incorporation of LLP-De merger- strategic alliance- buyback of shares-employee stockownership plans (ESOP)
Merger Process: Dynamics of M&A process - identification of targets – negotiation - closingthe deal. Five-stage model – Due diligence – Types - due diligence strategy and process - duediligence challenges.Process of merger integration – organizational and human aspects – managerial challenges ofM & A
Methods of financing mergers – cash offer, share exchange ratio – mergers as a capitalbudgeting decisionSynergies from M&A: Operating and Financial synergyAccounting for amalgamation –amalgamation in the nature of merger and amalgamation in thenature of purchase- pooling of interest method, purchase method – procedure laid down underIndian companies act of 1956
Takeovers, types, takeover strategies, - Takeover defences – financial defensive measures –methods of resistance – anti-takeover amendments – poison pills
Legal aspects of Mergers/amalgamations and acquisitions/takeovers- Combination andCompetition Act- Competition Commission of India (CCI)- CCI Procedure in Regard to thetransactions of Business Relating to combination of Regulations 2011- Scheme ofMerger/Amalgamation-essential features of the scheme of amalgamation-Approvals for thescheme-Step wise procedure- Acquisitions/Takeovers- Listing agreement-The SEBI SubstantialAcquisition of Shares and Takeover code.Practical component:Pick up any latest M&A deal. Generate the details of the deal and then study the deal in the lightof the following.• Nature of the deal: merger, acquisition, or takeover. If it is a merger, what type of mergeris it?• Synergies likely to emerge to the combining and the combined firm(s) from the deal• The valuation for the merger• The basis for exchange rate determination