Mergers and acquisitions are the most popular means of
corporate
restructuring or business combinations in comparison to
amalgamation,
takeovers, spin-offs, leverage buy-outs, buy-back of shares,
capital
reorganisation, sale of business units and assets etc. Corporate
restructuring refers to the changes in ownership, business
mix, assets
mix and alliances with a motive to increase the value of
shareholders. To
achieve the objective of wealth maximisation, a company
should ?
continuously evaluate
its portfolio of business, capital mix, ownership
and assets arrangements to find out opportunities for
increasing the
wealth of shareholders. There is a great deal of confusion
and
disagreement regarding the precise meaning of terms relating
to the
business combinations, i.e. mergers, acquisition, take-over,
amalgamation and consolidation. Although the economic
considerations
in terms of motives and effect of business combinations are
similar but
the legal procedures involved are different. The
mergers/amalgamations
of corporates constitute a subject-matter of the Companies
Act and the
acquisition/takeover fall under the purview of the Security
and Exchange
Board of India (SEBI) and the stock exchange listing
agreements.
A merger/amalgamation refers to a combination of two or more
companies into one company. One or more companies may merge
with
an existing company or they may merge to form a new company.
Laws in
India use the term amalgamation for merger for example,
Section 2 (IA) of
the Income Tax Act, 1961 defines amalgamation as the merger
of one or
more companies (called amalgamating company or companies)
with
another company (called amalgamated company) or the merger
of two or
more companies to form a new company in such a way that all
assets
and liabilities of the amalgamating company or companies
become assets
and liabilities of the amalgamated company and shareholders
holding not
less than nine-tenths in value of the shares in the
amalgamating
company or companies become shareholders of the amalgamated
company. After this, the term merger and acquisition will be
used
interchangeably. Merger or amalgamation may take two forms:
merger
through absorption, merger through consolidation. Absorption
is a
combination of two or more companies into an existing
company. All
companies except one lose their identity in a merger through
absorption.
For example, absorption of Tata Fertilisers Ltd. (TFL) by
Tata Chemical
Limited (TCL). Consolidation is a combination of two or more
companies
Into a new company. In this form of merger, all companies
are legally ?.
dissolved and new company is created for example Hindustan
Computers
Ltd., Hindustan Instruments Limited, Indian Software Company
Limited
and Indian Reprographics Ltd. Lost their existence and
create a new
entity HCL Limited.
Types of Mergers
Mergers may be classified into the following three types-
(i)
horizontal, (ii) vertical and (iii) conglomerate.
Horizontal Merger
Horizontal merger takes place when two or more corporate
firms
dealing in similar lines of activities combine together. For
example,
merger of two publishers or two luggage manufacturing
companies.
Elimination or reduction in competition, putting an end to
price cutting,
economies of scale in production, research and development,
marketing
and management are the often cited motives underlying such
mergers.
Vertical Merger
Vertical merger is a combination of two or more firms
involved in
different stages of production or distribution. For example,
joining of a
spinning company and weaving company. Vertical merger may be
forward or backward merger. When a company combines with the
supplier of material, it is called backward merger and when
it combines
with the customer, it is known as forward merger. The main
advantages
of such mergers are lower buying cost of materials, lower
distribution
costs, assured supplies and market, increasing or creating
barriers to
entry for competitors etc.
Conglomerate merger :
Conglomerate merger is a combination in which a firm in
one
industry combines with a firm from an unrelated industry. A
typical
example is merging of different businesses like
manufacturing of cement
products, fertilisers products, electronic products,
insurance investment
and advertising agencies. Voltas Ltd. is an example of a
conglomerate
company. Diversification of risk constitutes the rationale
for such
mergers.