Mergers and acquisitions (M&A) are defined as consolidation of companies. Differentiating the two terms, Mergers is the combination of two companies to form one, while Acquisitions is one company taken over by the other. M&A is one of the major aspects of corporate finance world. The reasoning behind M&A generally given is that two separate companies together create more value compared to being on an individual stand. With the objective of wealth maximization, companies keep evaluating different opportunities through the route of merger or acquisition.
Mergers & Acquisitions can take place:
- by purchasing assets
- by purchasing common shares
- by exchange of shares for assets
- by exchanging shares for shares
We at ASC has competent team of professionals specialized to structure the particular deal in the best interest of the parties.
A reformed and attractive FDI policy
| Sector | Regulatory relaxations and their outcome |
|---|---|
| Real estate | Entry barrier of a minimum investment of 5 million USD and minimum area of 20,000 square meters of development was removed, resulting in an inflow of private equity across asset categories. |
| Pharmaceuticals | Investment up to 74% is now permitted under the automatic route in brownfield pharmaceuticals to promote the development of the pharmaceutical sector. |
| Defence | Investment has been permitted through the government approval route in cases resulting in access to modern technology (condition of access to ‘state–of-the-art’ technology has been done away with). |
| Airlines and related sectors | 100% investment in Indian-based airlines and to boost airport development, 100% FDI in existing airport projects is now permitted |
| Trading of food products manufactured in India | 100% investment under the government approval route for trading, including through e-commerce, is now permitted |
Our advice focuses on legal and compliance issues related to:
- SEBI Takeover Regulations, relevant in the context of companies listed on stock exchanges in India including assisting clients with open offer process;
- SEBI Delisting Guidelines, relevant in the context of Indian listed companies proposed to be delisted;
- Disclosure and Investor Protection Guidelines.
- Other securities laws requirements;
- Listing Agreement and other Regulatory considerations;
- Corporate law requirements;
- RBI/SEBI/FIPB approvals;
ASC Solicitors & Advocates Deals with,
- We work extensively on commercial contracts such as equipment purchase/ supply agreements, distribution/ franchise arrangements, trademark licenses, master service agreements, consultancy/ employments contracts and so and so forth.
- We advise companies on methods of restructuring.
- We conduct due diligence for companies before going for mergers and acquisitions.
- The Firm is well equipped and known for expert advise on all ancillary aspects to a M&A matter such as post acquisition advisory, entity formation, applications for regulatory approvals, corporate secretarial matters etc.
- We advise on structuring mergers and acquisition including structuring issues, drafting transactional documents, etc.
- We advise on Corporate and Security Law issues related to SEBI Takeover Code, listing.
- We assist our clients in cross border mergers and acquisitions in various sectors such as technology, manufacturing, construction, natural resources, financial institutions, consumer goods etc.
Leading cases in the Indian Subcontinent
- TATA Steel- Corus: $12.2 billion- January 30, 2017
- VODAFONE – HUTCHISON ESSAR: $11.1 BILLION- 11 February 2017
- HINDALCO- NOVELIS : $6 BILLION- June 2008
- RANBAXY- DAIICHI SANKYO : $ 4.5 BILLION- June 2008
- ONGC- IMPERIAL ENERGY : $ 2.8 BILLION- January 2009
- NTT DOCOMO- TATA TELE: $ 2.7 BILLION, November 2008
- HDFC BANK- CENTURIAN BANK OF PUNJAB : $ 2.4 BILLION, February 2008
- TATA MOTORS-JAGUAR LAND ROVER – $2.3 BILLION MARCH 2008
- STERLITE-ASARCO: $1.8 BILLION, MAY 2008
- SUZLON-REPOWER: $1.7 BILLION, MAY 2007
- RIL-RPL MERGER: $ 1.68 BILLION, MARCH 2009