Mergers:

Mergers are business combination transactions involving the combination of two or more companies into a single entity. Most state laws require that mergers be approved by at least a majority of a company's shareholders if the merger will have a significant impact on either the acquiring or target company.

Acquisition:
A corporate action in which a company buys most, if not all, of the target company's ownership stakes in order to assume control of the target firm. Acquisitions are often made as part of a company's growth strategy whereby it is more beneficial to take over an existing firm's operations and niche compared to expanding on its own. Acquisitions are often paid in cash, the acquiring company's stock or a combination of both. Acquisitions can be either friendly or hostile. Friendly acquisitions occur when the target firm expresses its agreement to be acquired, whereas hostile acquisitions don't have the same agreement from the target firm and the acquiring firm needs to actively purchase large stakes of the target company in order to have a majority stake.

Difference between Merger and Acquisition:

In the pure sense of the term, a merger happens when two firms, often of about the same size, agree to go forward as a single new company rather than remain separately owned and operated. This kind of action is more precisely referred to as a "merger of equals." Both companies' stocks are surrendered and new company stock is issued in its place. For example, both Daimler-Benz and Chrysler ceased to exist when the two firms merged, and a new company, DaimlerChrysler, was created

Acquisitions in Pakistan are,

1 2 3 Acquisition of 1,806,759 shares (20 to 25% of the total shareholding) of ACR 25-04-2012 Capital Holdings PTE Limited by Marvel Project Holding BV. Acquisition of 32,260,000 shares of Hub Power Company Limited by M/s. 11-05-2012 Cyan Limited. Acquisition of 20,000,000 shares of Hub Power Company Limited jointly by 11-05-2012 M/s. Elixir Securities Pakistan Pvt Limited, M/s. Patek Pvt Limited, M/s. Hajiani Hanifa Bai Memorial Society and Mr. Hussain Dawood. Acquisition of 137,740,000 shares of Hub Power Company Limited by M/s. 11-05-2012 Dawood Hercules Corporation Limited and M/s. DH Fertilizers Limited. Acquisition of 115,000,000 (67.4%) shares of Khushhali Bank Limited by 11-05-2012 United Bank Limited led consortium. Acquisition of 99.99% shares of M/s. Sigma Leasing Corporation Limited by 27-06-2012 M/s. KASB Finance (Private) Limited. Acquisition of 57,773,885 shares representing 25.43% shares of Pioneer 03-07-2012 Cement Limited by Vision Holdings Middle East Limited. Acquisition of 100% equity interest in Gavilon Holdings LLC, USA by 03-07-2012 Marubeni Corporation, Japan through its wholly owned subsidiary Gold Marble Investment, Inc. Acquisition of 100% shareholding of Rozgar Microfinance Bank Limited by 16-07-2012 Pakistan Telecommunications Company Limited. Acquisition of 21,739,131 (13%) ordinary shares of Kashf Microfinance Bank 16-07-2012

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Limited by Aman Foundation. 11 12 13 14 15 16 Acquisition of 99.33% shareholding of Dawood Power Private Limited by 17-07-2012 Hydrochina International Engineering Company Limited. Acquisition of 13.4% shares of Kashf Microfinance Bank Limited by Acumen 20-07-2012 Fund Pakistan. Acquisition of 4,370,675 shares (9.87% shareholding) of Atlas Insurance 24-07-2012 Limited by Shirazi (Pvt) Limited. Acquisition of 5,260,868 shares (3% of the shareholding) of Kashf 30-07-2012 Microfinance Bank Limited by Kashf Foundation. Acquisition of 21% (5,850,765) shares of Haleeb Foods Limited by VMFG 06-08-2012 Private Limited. Acquisition of 79.87% shares of Agritech Limited by a Consortium 09-08-2012 comprising National Bank of Pakistan, Pak Brunei Invest. Co. Ltd, Summit Bank Ltd, Faysal Bank Ltd, Standard Chartered Bank, KASB Bank, NIB Bank, ABL, UBL, Silk Bank, Askari Bank, HBL, Saudi Pak Ind. & Agri Invest. Company, Pak Libya Holding Company, Al Baraka Bank, Bank Al Falah, Pak Oman Invest. Company & Soneri Bank Limited. Acquisition of 75.81% shares of M/s. ICI Pakistan Limited by a consortium 31-08-2012 comprising Lucky Cement Limited, Gadoon Textile Mills Limited, Yunus Textile Mills Limited, Lucky Textile Mills Limited and Y.B. Pakistan Limited. Acquisition of 100% shares of M/s. SHV Energy Pakistan (Pvt) Limited by 06-09-2012 M/s. Pak-Arab Refinery Limited. Indirect acquisition by IMDB Energy SDN BHD, Malaysia of 23.2% 07-09-2012 shareholding in Fauji Kabirwala Power Company Limited through the acquisition of the entire issued and paid up share capital of Tanjong Energy Holdings Sdn Bhd, Malaysia. Acquisition of 6.68 million ordinary shares of M/s. i2 Pakistan (Private) 25-09-2012 Limited by Mr. Yaser Mohammed Saleh Al Aqeeli Al Marzooq, an individual.

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Examples of Mergers in Pakistan:

1 2 3 4 5 Merger of M/s. Pakistan Credit and Investment Corporation with and into 31-12-2007 M/s. NIB Bank Limited. Merger of M/s. PICIC Commercial Bank Limited with and into M/s. NIB 31-12-2007 Bank Limited.. Merger of M/s. Total Media Limited with and into M/s. Media Times 15-02-2008 Limited. Merger of M/s. Colony Mills Limited and M/s. Colony Industries (Pvt) 25-05-2011 Limited with and into M/s. Colony Textile Mills Limited. Merger of the whole of ACE Architectural & Town Planning Services (Pvt) 31-05-2011 Limited and ACE Transportation Engineering Services (Private) Limited with and into Associated Consulting Engineers ACE (Pvt) Limited. Merger of Mybank Limited with and into Summit Bank Limited. 31-05-2011

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Merger of M/s. Pakistan Credit and Investment Corporation with and into 31-12-2007 M/s. NIB Bank Limited. Merger of M/s. Diamond Limited with and into M/s. Amer Text Private 20-06-2011 Limited. Merger of M/s. Sapphire Fibre Limited with and into M/s. Sapphire Holding 20-06-2011 Limited. Merger of Paints Undertaking of M/s. ICI Pakistan Limited inclusive of the 29-11-2011 Paints Business and all assets, rights, liabilities and obligations with and into Akzo Nobel Pakistan Limited. Merger of certain assets and properties of M/s. Feroze Textile Industries 29-11-2011 Private Limited with and into M/s. Feroze 1888 Mills Limited as outlined in the scheme of merger. Merger of all the business, assets, rights and liabilities of HSBC Bank Middle 21-05-2012 East Limited, Oman Branch into Oman International Bank S.A.O.G. Limited. Merger of Kings Food (Private) Limited with and into Hilal Confectionery 28-06-2012 (Private) Limited. Merger of KASB Stock Market Fund with and into Crosby Dragon Fund. 29-06-2012 Merger of AMZ Plus Income Fund with and into KASB Income Opportunity 03-09-2012 Fund. Amalgamation of Safmarine Pakistan Limited into Maersk Pakistan Limited. 09-10-2012

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Examples of Joint Ventures

Joint venture between M/s. Afzal Motors (Pvt) Limited and M/s. Daewoo 20-03-2009 Bus Corporation, Korea . Joint Venture Agreement between the Government of Sindh, Engro 14-12-2009 PowerGen Limited and Engro Chemical Pakistan Limited. Tri-partite Joint Venture between Defence Housing Authority, Bahria 25-01-2010 Town (Private) Limited and Habib Rafiq (Private) Limited. Joint Venture Agreement between Pakistan Housing Authority and 06-12-2010 Maymar Housing Services (Pvt) Limited, forming a new company PHA-Maymar JV Company (Private) Limited. Joint Venture Agreement between Pakistan Housing Authority and Nobel 28-01-2011 Water (Pvt) Limited, forming a new company - PHA-Nobel Water JV Company (Private) Limited.. Joint Venture Agreement between United Arab Shipping Company, 25-03-2011 Kuwait and Delta Logistics (Pvt) Limited. Joint venture involving the reconstruction of the operations and the real estate of M/s. Makro Habib Pakistan Limited and M/s Metro Cash &Carry Pakistan (Pvt) Limited

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