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Date:- ___________
A
ditya Chopra
____________________________
1 | corporate law
CERTIFICATE
Dr.
Kiran Rai
____________________
2 | corporate law
INDEX
CHAPTER 1
⇒ Introduction of Topic
⇒ Nature and Scope of
the Study
⇒ Objectives of the
study
CHAPTER 2
⇒ Concept of
merger/amalgamation
s
⇒ Concept of
acquisitions/takeovers
⇒ Difference between
merger & acquisition
CHAPTER 3
⇒ TATA-CORUS
acquisition – the
biggest Indian
Acquisition
CHAPTER 4
⇒ Conclusion &
Suggestions
BIBLIOGRAPHY
• Books
• Web References
• Case Laws
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Chapter – 1
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INTRODUCTION
1
Sampath K. R.(2008). Law and Procedure for Mergers/Joint Ventures Amalgmations Takeovers
& Corporate Restructure, Mumbai: Snow White Publication Pvt. Ltd.
5 | corporate law
company or a public quoted company or a private company
owning or controlling another public quoted company.
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Nature and Scope of Project
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Objective of Study
There are four main objectives to carry out the project work
which are as follows:
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Chapter – 2
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Concept of Merger/amalgamations
what is amalgamation?
In W.A. Beardsell & Co. Ltd, Re3. The Madras High Court
Observed that:
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administration of the transferor company. The decision of the
body of the shareholders not ought to be lightly interfered with.
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who is producing the parts for them, then that merger is
called as the vertical merger.
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more undertakings to a new company, or by the transfer of one
or more undertakings to an existing company. Strictly,
amalgamation does not, it seems, cover the mere acquisition by
a company of the share capital of other companies which remain
in existence and continue their undertakings, but the context in
which the term is used may show that is intended to include such
as acquisition.”5
5
The Halsbury’s Laws of England, Vol. VII(2) para 1461 page 1103
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Objectives of Corporate Amalgamations:
3. To compete globally;
6
Sampath K. R.(2008). Law and Procedure for Mergers/Joint Ventures Amalgmations Takeovers
& Corporate Restructure, Mumbai: Snow White Publication Pvt. Ltd.
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Concept of Acquisition
What is Acquisition?
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As earlier said that acquisition is also known as takeover. Hence
we can say that Acquisition is to takeover of a company by
another company.
Where the shares are held by the public generally, the take-over
maybe effected:
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public company whose shares are listed on a stock exchange, in
contrast to the acquisition of a private company.
1. Friendly takeovers:
2. Hostile takeovers:
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bidder makes the offer without informing the target company's
board beforehand.
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3. Reverse takeovers:
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How takeover goes: a flow chart:8
Take-over saga
begins
Appoints
Merchant Banker Take-over
who administers process
take-over process
Cash with
Deposit escrow amount in the form of bank – bank
gurantee
security
English &
Publication of public announcement in newspapers
Hindi National
8
daily regional
P. Mohana Rao (editor), Mergers and Acquisitions of Companies (2000), New
Delhi: Deep & Deep Publications Pvt. Ltd. language
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Letter of offer File with SEBi
send to Target
Company, Stock
Exchange and
Shareholders
Indian law:
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and impose certain requirements of disclosure and
transparency.9
The SEBI rules could deal with the law relating to substantial
acquisition of shares or control of a public quoted company
(listed company) or an unquoted public limited company
(unlisted company) including a foreign registered company,
which owns or control the listed company.
9
Gurminder Kaur, Corporate Mergers and Acquisition (2005), New Delhi: Deep
& Deep Publications Pvt. Ltd.
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provision of an orderly framework within which takeovers are
conducted.
USA Regulations:
Advantages:
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3. Profitability of target company
4. Increase market share
5. Decrease competition (from the perspective of the
acquiring company)
6. Reduction of overcapacity in the industry
7. Enlarge brand portfolio (e.g. L'Oréal's takeover of
Bodyshop)
8. Increase in economies of scale
9. Increased efficiency as a result of corporate
synergies/redundancies (jobs with overlapping
responsibilities can be eliminated, decreasing operating
costs)
Disadvantages:
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leverage themselves into a high risk position. High leverage will
lead to high profits if circumstances go well, but can lead to
catastrophic failure if circumstances do not go favorably. This
can create substantial negative externalities for governments,
employees, suppliers and other stakeholders when the Black
Swan appears and the "fit hits the shan".10
10
http://en.wikipedia.org/wiki/Takeover
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31st October, 1998 and instead a new provision section 372A
introduced.
11
Sampath K. R.(2008). Law and Procedure for Mergers/Joint Ventures Amalgmations
Takeovers & Corporate Restructure, Mumbai: Snow White Publication Pvt. Ltd
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Difference between Merger and Acquisition:12
A merger happens when two firms; often of about the same size,
agree to move forward and exist as a single new company rather
than remain separately owned and operated. This kind of action
is more specifically referred to as a "merger of equals." Mergers
are often financed by a stock swap, in which the stock owners in
both companies receive an equivalent quantity of stock in the
new company. The stocks of both companies are surrendered
12
http://en.wikipedia.org/wiki/Mergers_and_acquisitions
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and new company stock is issued in its place. On the other hand,
when one company takes over another company and clearly
establishes itself as the new owner, the purchase is called an
acquisition. Legally, the target company ceases to exist, the
buyer swallows the business and the buyer's stock continues to
be traded. Acquisition refers to two unequal companies
becoming one and the financing can involve a cash and debt
combination, all cash, stocks, or other equity of the company.
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Chapter – 3
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TATA-CORUS Acquistion – Biggest Indian Acquisition:
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as the world's best steel producer by World Steel Dynamics in
2005. The company is listed on BSE and NSE; and employs about
82,700 people (as of 2007).
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A war between two giants (TATA Steel and Brazilian steel
maker Companhia Siderúrgica Nacional i.e. CSN) to but
another giant:
In the light of CSN offer Corus announced that it would defer its
extraordinary meeting of shareholders to December 20, 2006
from December 4, 2006 in order to allow counter offers from
TATA steel and CSN.ABN Amro and Deutsche Bank are backing
Tata Steel, while CSN's advisors are Goldman Sachs, UBS and
Barclays Capital.
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Tata Steel Ltd. of India bid top bid to acquire Corus Group PLC of
the United Kingdom at 6.2 billion Pounds ($12.1 billion). In the
auction, Companhia Siderurgica Nacional last bid was 603 Pence
($11.82billion) per share, while Tata Steel Ltd. final bid was 608
Pence per share, 5 Pence higher.
Finally, on January 31, 2007 TATA Steel acquired the Corus at 6.2
billion pounds ($12.1 billion) in counter to that of $11.82 by CSN
and become the fifth largest producer of steel in the world and
second largest in the Europe.
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Corus had been facing tough times and had reported a
substantial decline in profit after tax in the year 2006. Analysts
asked whether the deal would really bring any substantial
benefits to Tata Steel. Moreover, since the acquisition was done
through an all cash deal, analysts said that the acquisition would
be a financial burden for Tata Steel.
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group. Members of the integration committee from Tata Steel
include managing director B Muthuraman, deputy managing
director (steel) T Mukherjee, and chief financial officer Kaushik
Chatterjee. The Corus group is represented in the committee by
CEO Phillipe Varin, executive director (finance) David Lloyd, and
division director (strip products) Rauke Henstra.
The acquisition by Tata amounted to a total of 608 pence per
ordinary share or ₤6.2 billion (US $12 billion) which was paid in
cash. First of all, the general assumption is that the acquisition
was not cheap for Tata. The price that they paid represents a
very high 49% premium over the closing mid market share price
of Corus on 4 October, 2006 and a premium of over 68% over
the average closing market share price over the twelve month
period. Moreover, since the deal was paid for in cash
automatically makes it more expensive, implying a cash outflow
from Tata Steel in the amount of £1.84 billion.
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Chapter – 4
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Conclusion
Steel prices, raw material supplies and interest costs on the $8-
billion debt that is being raised to fund the deal. Soon he may
also have to deal with the sensitive issue of possible job There is
no doubt that Tata has pulled off a coup — Corus makes nearly
four times more steel than Tata Steel. Together, the combine
becomes the fifth largest producer in the world and the second in
Europe. But to make the most of the deal, Tata has to manage
several variables including cuts in Corus’s manufacturing plants.
There are also the usual sets of integration challenges that come
with such large buyouts. The deal may be done, but the hard
work is just beginning.
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The only blip, though, was the way the stock markets reacted.
Tata Steel has lost a billion dollars in market capitalization since
it first announced its intention to buy Corus in October last year.
(The BSE Sensex rose 18 per cent during the same period.) The
market perception is that the Tata Group paid too much for this
acquisition. Several brokerage houses have pointed out that the
deal implies a high enterprise value/ earnings before interest,
taxes, depreciation and amortization (EV/EBITDA) multiple of 9
for Corus versus 4.6 for Tata Steel. (L.N. Mittal paid 5.8 times
EBITDA for Arcelor.) Ratan Tata disagrees: “We believe that,
looking back in time, the price today will prove to be one that
was worthwhile because the price of steel companies is likely to
be even higher in the coming year.”
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will depend on whether the group can make Corus fly. And it may
be more challenging for Mr Tata than flying the F1615.
Bibliography
Books:
Web Reference:
• www.wikipedia.org
• www.legalserviceindia.com
• www.manupatra.com
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by Pallavi Roy and Mobis Philipose, Making Corus Work, Business Today
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Cases:
• W.A. Beardsell & Co. Ltd, Re(1968) 38 Comp Cas 197, 204
Mad.
• Reliance Jute Industries Ltd, Re. (1983) 53 Comp Cas 591
Cal
Magazines:
• Pallavi Roy and Mobis Philipose, Making Corus Work,
Business Today
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