Mergers and Acquisitions Services in India in 2022-23
Mergers and acquisitions have reshaped the competitive and corporate landscapes around the world. No matter if your company is public or private, whether you are looking to buy or sell, this program will equip you with the tools to make powerful deals and create shareholder wealth.
A successful merger or acquisition requires a complex project. You will need to manage large teams throughout the company. This Mergers and Acquisitions services article will help you understand the entire process, from strategy and valuation to execution and post-merger control.
What are Mergers and Acquisitions?
Mergers and acquisitions are transactions that involve the amalgamation of two or more firms into one. However, a coalition is a merger between two or more commodities into one commodity.
An acquisition involves the acquisition of another company to expand its capabilities and technical expertise. In the typical merger scenario, the parties involved in the deal will be two or more companies. In an acquisition situation, participants are as follows:
- The Buyer – The Buyer is moreover referred to as the purchasing firm or the buyer.
- The Seller – is called the acquired company or, if the seller is an affiliate, the subsidiary is being purchased from the purchaser.
- Target – The Target company is the one that is acquired from the purchaser. The target, usually is an affiliate of the seller, or perhaps the seller as well.
In a merger, there isn’t only a buyer, seller, or target since both participants in the transaction can provide resources. Mergers and acquisitions that occur in the United States are referred to as domestic mergers.
However, when they happen internationally, they’re referred to as cross-border mergers. Cross-border mergers and acquisitions services are complicated and require several parties involved during the process. Third-party consultants are involved, including lawyers, investment bankers, and risk advisors.
In India, mergers are identified under the Companies Act 2013, which is the process of incorporating two or more firms to gain synergies and economizing indexing & benefits. The earlier Companies Act of 1956 did not specify mergers or acquisitions.
Overview of Mergers and Acquisitions Services
Because of the globalization process in 2000, India has evolved as a destination for abroad firms. A rise in investment in India has made it an international M & A hub. A rise in the use of digitization and innovation has improved conditions for mergers or acquisitions climate in India.
The year 2015 was regarded as a successful one for mergers or acquisitions. This period has been extended from 2015 through the year 2019. Before the commission of the Insolvency and Bankruptcy Code, more attention has been paid to the distressed assets of companies.
In the world in the world, the mergers or acquisitions activity has contributed to greater than 3000 deals, with an estimated value of 300 billion USD. Examples of top-quality mergers and acquisitions services include the acquisition by Walmart of Flipkart which helped improve the storage facilities of the latter firm.
Types of Mergers
Mergers are categorized in the following categories depending on the classification:
- Vertical Merger: This merger is a deal in which the parties are located at different stages of their production cycle. Businesses are operating in different areas with this kind of merger.
An example of this type of merger is between an alcohol firm and a bottle manufacturing business. Through the combination of their resources, the business that is created will benefit from different synergies.
- Horizontal Mergers: A horizontal one is when two or more companies are in the same production cycles.
The assistance and commodities provided by the two companies will be comparable. For instance, two law firms that join would offer similar activities to their clients.
- Conglomerate Merger: In this kind of deal, the parties are operating in completely different industries in terms of production and business cycles.
There is no relationship between the product and assistance that are offered by the firms. One example is when a car manufacturer joins forces with a software company.
- Concentric Merger: In this type of transaction, the manufacturing procedures may differ however the final customer is the same.
An example could be a merger of a mobile phone manufacturer and a hardware firm that provides touch screens to mobile phones.
- Co-Generic Merger: Co-generic mergers function similarly to horizontal mergers. With Co-Generic Mergers, the parties are connected.
- Cash Merger: A cash merger is a deal in which the shareholders or promoters of the business get cash compensation in exchange for the merger.
- Reverse Merger: It’s an agreement in which the entity merges with an entity, either providing raw materials or capital goods.
Types of Acquisitions
- Share Sale: A Share Sale is a kind of transaction in which the buyer trades shares with the seller in exchange for shares of the company they want to purchase.
In a particular stake sale in which all the stakes of the firm in question are purchased. All assets, including resources, employees as well as intellectual property rights are handed over to the new buyer.
- Asset Sale: In an asset sale deal, the customer will purchase a specific asset from the dealer or the target firm. This is advantageous for the buyer since the advantage of cherry-picking is shared by the purchasing company.
If the buyer doesn’t desire any specific asset within the area of the purchase or target company, the asset may be kept in its current state.
Read More: Sale Agreement
Objectives of Mergers and Acquisitions Services
Mergers and acquisitions services are performed to fulfill the following purposes:
- In the present day, competitive companies do not want to risk their lives and instead join forces to reap the benefits of a merger.
- Economies of Scale.
- Economies of Scope.
- M&A Services is carried out to lessen the burden of the task of conducting due diligence. Due Diligence surveys are usually conducted with the help of an external expert or third-party organization.
- The people involved when it comes to mergers and acquisitions are law firms, government agencies, and investment banks, as well as consultancy companies, technology firms, and audit companies.
- A professional’s advice is essential before taking on a merger transaction.
The importance of executing Mergers as well as Acquisitions Services
Mergers and acquisitions services are provided to give companies the additional advantage of security in the assistance offered. Companies that join have to ensure that the merger is profitable.
Additionally, they need to integrate the merger into the objectives and agendas for the future of the firm. The procedure involved in M & A is complex and many stakeholders are involved. It is therefore essential to find qualified professionals in the performance of coalitions & accessions.
Read More: Advices For Mergers and Acquisitions in 2022
Laws that applies to Mergers and Acquisitions and other services
Because M & A is a complex procedure, various rules of law will be required for the merger.
The subsequent laws could refer to a particular M and A system.
Companies Law: The Companies act, 2013, governs mergers and acquisitions services within India.
Securities Law: Firms are registered on well-known stock exchanges. Anyone who wants to place their securities on the stock exchange needs to be registered in SEBI. Securities Exchange Board of India (SEBI).
The Securities law that governs mergers and acquisitions is in the SEBI Takeover Code (Substantial Acquisition of shares and takeovers) Regulations 2011.
Income Tax Law: Income Tax law is applicable for asset sales, for instance, capital gains tax due on any transfer of an asset from one firm to another.
In the event of transferring shares between two companies, income tax laws will be in force. The Income Tax Act, of 1961 will correlate to all M- and A transactions that occur in India.
Competition Law: The proper competition authority will make sure that the merger will not be harmful to businesses operating in India.
It is the Competition Commission of India (CCI) is the body that regulates to deal with competition issues in India. Antitrust law in India can be found in The Competition Act, 2002.
Foreign Exchange Law: If the transaction involves crossing borders that is, then the laws of the law of foreign exchange will also be in force.
Procedure for Mergers and Acquisitions
The usual merger and acquisition procedure is like this:
1. Drafting term sheet:- It’s the first step of the merger or acquisition process. The term sheet can also be known as the letter of intent.
The term sheet, also known as the note of intention is not a binding contract that outlines the parties’ plans to execute the merger and acquisition procedure. It can be compared with the conditions and terms of a specific process. Both parties in the merger deal need to exchange the term sheets with each other. Parties will discuss their intentions and the primary goal.
2. Recruiting third-party consultants:- the groups must employ professionals to help them with coalitions and obtainment.
3. Purchase Cost of the Transaction:- It would be the parties involved in a private acquisition, where the seller and the buyer will have to negotiate a purchase cost.
The payment method (cash or shares) will also be discussed between the two groups. Parties would also talk about the pricing mechanism.
Groups can choose to use the additional costing system in a merger and acquisition transaction:
- Lock Box Method
- Methods to Completion Accounts
4. Negotiation of Employee Contracts:- Based on the nature of mergers and acquisitions services employees of the merging commodity or the target firm will have agreements. Directors’ service agreements will also be in place.
The adviser that provides Mergers and Acquisitions Services must assure that the worker contracts, as well as non-compete clauses, are reviewed and modified.
5. Warranties and guarantees:- In an intricate merger and acquisition deal, the buyer must ensure that the company that is selling or acquiring has issued warranties.
It is essential to confirm between the parties within the first period of discussion to ensure that the warranties are valid and based on the seller’s knowledge. If there’s any kind of fraud or breach the buyer may claim against the seller for breach of contract.
6. Clauses on Exclusivity:- clause that is included in the merger transaction that prevents the seller from making more bids to acquire or merge. This is a solution that is usable to the buyer if the seller continues to seek further bids.
7. Terms of Confidentiality:- When there is a case of a complex merger data is exchanged between the parties. When filling out the Initial Information Questionnaire, the seller must disclose all relevant details to the purchaser.
In addition, the seller and buyer must agree to confidentiality agreements to prevent the distribution of any information to employees and clients.
8. Due Diligence:- Due Diligence is an examination conducted by the consultant of a third party on the merging or target businesses. A complete due diligence report should be given by the consultant for the purchaser in connection with the acquisition or merger transaction.
9. Post-Completion Work:- Third-party consultants must ensure that all parties follow the post-completion procedures.
Documents required for Mergers and Acquisitions Services
- Odint Consultancy is a well-known management consultant that provides Mergers and Acquisitions Services.
- Experts from Odint Consultancy have performed Mergers as well as Acquisitions Solutions to increase the value of your business.
- We have multifaceted teams of experts that include Chartered Accountants, IT professionals attorneys, and company secretaries.
- We have extensive experience dealing with mergers, taxation, and accounting concerns in India.
Odint Consultancy advantages for Mergers and Acquisitions Services
- Incorporation documents: Buyer and Seller Memorandum and Articles Association.
- Term Sheet.
- Process Letter.
- Due Diligence Questionnaire.
- Employment Contracts.
- Non Disclosure Agreements.
- Any other relevant documents.
No matter if your company is public or private, whether you are looking to buy or sell, this program will equip you with the tools to make powerful deals and create shareholder wealth. A successful merger or acquisition requires a complex project.
You will need to manage large teams throughout the company. That’s where Odint consultancy comes in, however, we will assist you and guide you during the entire process.
The companies who are involved in the merger are valued separately by discounting anticipated cash flows for each company using the average weighted cost of capital for the firm.
There are five primary ways to evaluate a property; comparison, profit, residual, contractors, and investment.
The most important stage in the M and A transactions is due diligence. Since it requires a deep comprehension of the deal several departments are required to take part in the transaction.
A checklist is crucial. However, continual follow-up and the implementation of the plan are crucial to ensure that there aren’t any mistakes during the transactions.