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PRESENTATION ON INTERNATIONAL MERGERS AND ACQUISITIONS PREPARED BY : KANKU BARUAH Kanku’s

International mergers and acquisitions

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  • 1. Kankus

2. Mergers and Acquisitions have become the mostfrequently used methods of growth for companiesin the twenty first century. They present a companywith potentially larger market share and open it upto a more diversified market. Mergers andAcquisitions refers to the aspect of corporatestrategy, corporate finance and managementdealing with the buying , selling, dividing andcombining of different companies and similarentities that can help an enterprise grow rapidly inits sector. Kankus 3. The growth of the firm can occur either externally orinternally. The firm may grow by purchasing theassets of another firm i.e., growth by acquisitions orby agreeing to join with that other firm under singleownership i.e., growth by merger. In everyday languageAcquisition tends to be used when a larger firmabsorbs a smaller firm and Merger tends to beused when the combination is portrayed to bebetween equals.Kankus 4. Merger is a financial tool that is used forenhancing long-term probability by expandingtheir operations. Mergers can be classified into thefollowing based on the nature of mergingcompanies- Horizontal Mergers Vertical Mergers Conglomerate Mergers Product-Extension Mergers Market-Extension Mergers Kankus 5. Horizontal Mergers refers to the merger of twocompanies who are direct competitors of oneanother and they serve the same market and sellthe same product. Vertical Mergers are effected either between acompany and a customer or between a companyand a supplier. Conglomeration refers to the merger ofcompanies which donot sell any relatedproducts to any related market. Kankus 6. Product-Extension merger is executed amongcompanies which sell different products ofrelated category. They also seek to serve acommon market. Market-Extension merger occurs between twocompanies that sell identical products indifferent markets.Kankus 7. An acquisition is the purchase of one business orcompany by another company or other businessentity. There maybe either hostile or friendlytakeover. In the course of a bidder may purchase theshare or the assets of the target company. Kankus 8. The process of taking control of the assets andliabilities by a company of another firm is termedas takeover. In the event when the offer is approvedby the Board of Directors, the process oftakeover commence. There maybe two instanceswhen a takeover takes place- Hostile Takeover Friendly Takeover Kankus 9. When the tender offer is placed before the Board,the Board of Directors evaluates the same to see if itwill be advantageous for the shareholders or will goagainst them. Decision is not only taken keeping inmind the interests of the shareholders but otherareas are also scanned through, if the Board feelsthe tender is not agreeable it turns down the offer. Ifthis is not agreed by the management team of theacquiring company and they wish to continue withthe same , this takeover takes the nature of hostilityand hence a Hostile Takeover. Kankus 10. In case of friendly takeover the Board approvesof the offer put forward by the acquiring firm.Both the companies oversee each other interestand agree to merge. This sort of merger isexpected to increase the productivity of thisnewly formed company and have several addedfeatures by the amalgamation of the specialitiesof both the merging companies. Kankus 11. It gets a larger set of resources at its disposalwhich includes manpower , inventory and otherassets. With the larger set of resources ,efficiency is increased which in turn increasesthe output. The increase in output leads to lower cost ofproducing service or products , which is theinput. Kankus 12. The increased output or lowered input definitelytranslates to better business growth for anyentity. Another advantage of a takeover is that brandawareness increases as the business expandsallowing more advertising products and services.Kankus 13. The bigger the business the harder to control. More decision making and more risks. More expensive. For example more runningcosts , more demand , more supplies , moreproducts need to be made , new location. Kankus 14. Merger and Acquisition process is the mostimportant thing in a merger or acquisitiondeal as it influences the benefits andprofitability of the merger or acquisition. Thisprocess is continued in the following sixsteps- Preliminary Assessment or Business Valuation- In thisfirst step , the market value of the target isassessed. In this process of assessment not only thecurrent financial performance of the company isexamined but also the estimated future marketvalue is considered. The product of the firm , itscapital requirement , organizational structure ,brand value everything are reviewed strictly. Kankus 15. Phase of Proposal- After complete analysis and reviewof the target firms market performance , in thesecond step , the proposal for merger and acquisitionis given . Generally this proposal is given throughissuing an non-binding offer document. Exit Plan- When a company decides to buy out thetarget firm and the target firm agrees , then the latterinvolves in Exit Planning. The target firm plans the righttime for exit. Structured Marketing- After finalizing the exit plan ,the target firm involves in the marketing process andtries to achieve highest selling price. Here the targetfirm concentrates on structuring the business deal.Kankus 16. Organization Of Purchase Agreement or MergerAgreement- In this step , the purchaseagreement is made in case of an acquisitiondeal. In case of merger also , the finalagreement papers are generated in this stage. Stages Of Integration - In this final stage , thetwo firms are integrated through Merger orAcquisition . In this stage , it is ensured that thenew joint company carries same rules andregulations through out the organization.Kankus 17. 1. By Merger :ArcelorArcelorMittalMittal steel 2. By Acquisition :Proctor & Gamble Co.(P&G)P&G KankusGillette Company 18. Kankus 19. ARCELOR pre-merger was the worlds largest steelproducer in terms of turnover and second steeloutput. Headquartered in Luxembourg, the merger ofthree steel companies- Aceralia, Arbed and Usinorled to the creation of ArcelorRevenue 32.611 billionOperating income:$4.1 billion.Net income:$2.65 billion.Employees 94,000Kankus 20. LONDON, June 25,2006 A new steel giant is beingcreated out of a bitter battle, after Arcelor agreedto a merger with its rival Mittal Steel in a deal valuedat 26.8 billion Euros, or $33.5 billion. Kankus 21. January 2006 - Mittal Steel May 2006 - Mittal Steelproposed a $22.7 billion offer announces US antitrustthe shareholders of Arcelor to clearance for Arcelor bid andcreate the worlds first 100million tonne plus steel the approval of the offerproducer. The deal was split documents by Europeanbetween Mittal Shares (75regulators.percent) and cash (25 June 2006 - Mittal Steel andpercent). Under the offer,Arcelor shareholders would Arcelor reach an agreementhave received 4 Mittal Steel to combine the twoshares and 35 Euros for every 5companies in a merger ofArcelor shares they held. equals. September 2006 - Arcelor February 2006 - Mittal Canadacompletes the acquisition of Mittal announces newthree Steel.co subsidiaries, the dividend policy, under which itNorambar and Steel fil plants, will pay out 30% of net incomelocated in Quebec, and theStelwire plant in Ontario. annually. And hence ArcelorMittal was formedKankus 22. The merger resulted in theThough competitors theycreation of the worlds exhibited little overlap inlargest steel company.terms of their operations.2007 revenue - $105 billion Arcelors attributes provedSteel production - 10 to be highlypercent of global outputcomplementary with Mittal320,000 employees owning much of its rawPresence in 60 countries Amaterials such as iron oreglobal leader in all of its and coal and Arcelortarget marketshaving extensivedistribution and servicecenter operations. Unlikemany mergers involvingdirect competitors, arelatively small portion ofcost savings would comefrom eliminating duplicatefunctions and operations.Kankus 23. Kankus 24. Procter & Gamble (P&G) is a Americanmultinational company headquartered indowntown , Ohio and manufactures a widerange of consumer goods. P&G recorded $82.6billion dollars in sales. Revenue US$ 82.6 billion operating income US$ 15.8 billionnet income US$ 11.8 billion Total assets US$ 138.3 billion total equity US$ 68 billionEmployees 129,000Kankus 25. The original Gillette Company was founded byKing Camp Gillette in 1895 as a safety razormanufacturer. Under the leadership of Colman M. MocklerasCEO from 1975 to 1991, company faced downthree takeover attempts, from Ronald Perelmanand Coniston Partners. Kankus 26. As per the P&G and Gillette Proctor & Gamble Co.s in 2005 merger deal, P&G wouldannounced $57 billion acquisitionexchange 0.975 shares of P&Gof Gillette Co. According to The common stock for each share ofGillette chairman and chiefGillette. It represented an 18%executive officer James Kilts will premium to Gillette shareholdersearn more than $153 million if the based on the closing share pricesdeal goes through, including gains on January 27, 2005. However, theon his stock options and stock merger was subject to approvalrights, an estimated $23.9 million by the shareholders of bothpayment from P&G, and aGillette and P&G. The merger waschange-in control payment of expected to get regulatory$12.6 million. The transaction,clearance by 2005. P&G plannedwhich is subject to certainto buy back $18-22 billion of itsconditions including approval by common stock immediately afterGillettes and P&Gs shareholdersthe merger. The buy back processand regulatory clearance, wascould take around 18 months toexpected to close in the fall of complete. This would make the2005.deal structure a 60% stock and 40% cash deal, although on paper it was a pure stock-swap. On October 1, 2005, Procter & Gamble finalized its acquisition with The Gillette Company.Kankus 27. P&Gs acquisition of Analysts said the mergerGillette, formed the largest was a brave move byconsumer goods company Lafley who had led P&Gand placing Unilevir intoduring difficult times aftersecond place. This added he joined the company inbrands such as Gillette2000. Lafley changed therazors, Duracell, Braun, and companys focus fromOral-b to their stable.household products to the fast growing health and beauty products. The company bought hair care firm Clairol from Bristol Myers Squibb in 2001 for $4.9 billion and German hair care firm Wella AG (Wella) in 2003 for $7 billion. Kankus 28. THANKS A LOT...........THE END!!!!! Kankus