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CORPORATE
RESTRUCTURING AND
VARIOUS FORMS OF
CORPORATE

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CORPORATE
RESTRUCTURING IN INDIA
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CORPORATE RESTRUCTURING

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MeaningandvariousformsofCorporateRestructuring

The most common forms of corporate


restructuring are mergers/amalgamations,
acquisitions/take overs, financial restructuring,
divestitures/demergers and buy-outs. It is
essentially the process of re-designing one or
more aspects of the company.

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(A) Mergers and Amalgamation A merger is a


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Amalgamation is an arrangement, whereby the


assets and liabilities of two or more companies
become vested in another company
(amalgamated company) without giving
proportional ownership to the shareholders of the
acquired company. The amalgamating companies
all lose their identity and emerge as an
amalgamated company, though in certain
transaction structures the amalgamated company
may or may not be the original companies.

TYPES OF MERGERS

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MeaningandvariousformsofCorporateRestructuring

Horizontal Merger It takes place when two or


more corporates firms dealing in similar lines of
activity combine together.

Vertical Merger It occurs when a firm acquires


firms `upstream from it and/or downstream
from it. It involves combination of two or more
stages of Production/distribution that are usually
separate. Usually, it occurs between companies
producing different products for one specific
finished product.

Conglomerate Merger It takes place between


firms which have unrelated business activities. It
is a combination in which a firm established in
one industry combines with a firm from an
unrelated industry (firms engaged in different
unrelated activities combine together)

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Concentric Merger It takes place between two


companies which share some common expertise
that may be mutually advantageous.

(B) Acquisition/Takeovers It implies acquisition


of controlling interest in a company by another
company. It does not lead to dissolution of
company whose shares are acquired. It can
assume three forms

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MeaningandvariousformsofCorporateRestructuring

Negotiated friendly It is organized by the


incumbent management with a view to parting
with the control of management to another group
through negotiation.
Open market/hostile The taking over
company acquire shares from the open
market/financial institutions/mutual funds and
willing shareholders at a price higher than
prevailing market price.
Bail out takeover It is a takeover of a
financially weak company by a profitable
company. Both the holding company and
subsidiary retain separate legal entities and
maintain their separate book of accounts.

(C ) Demerger It is a form of corporate


restructuringin which a company transfers one or
more of its undertakings to another company in
such a manner that

All the property/liabilities of the undertaking


being transferred, becomes the part of the
resulting company
All property/liabilities of the undertakings are
transferred at values appearing in the books of
account
The resulting company issues, its shares on a
proportionate basis to the share holders of the
demerged company
Shareholders holding not less than 3/4thin the
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September 20, 2015

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MeaningandvariousformsofCorporateRestructuring

value of shares in the demerged company


become shareholders of the resulting company
The transfer of undertaking is on a going
concern basis
The demerger is in accordance with the
conditions, under Sec 27 A by the Central
Government

Divestitures It is a form of corporate


restructuring which involves sale of segment of a
company for cash or securities. It involves sale of
only some assets of the firm. These assets may
be a plant, division, product line, subsidiary and
so on.
Split up Split or division of a company
Sell off Selling off assets of a company in a
declining market
Spin Off It is the division of company into
wholly owned subsidiary of parent company by
distribution of all its shares of the subsidiary
company on a pro-rata basis. (New company
from existing company)

(D) Financial Restructuring It is carried out


internally with the consent of the various
stakeholders by corporates which have
accumulated substantial losses. It is a suitable
model for corporate firms accumulating losses
over a number of years. It is achieved by
formulating appropriate restructuring scheme
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MeaningandvariousformsofCorporateRestructuring

involving a number of legal formalities. It implies


significant change in the financial/capital
structure of a firm, leading to the change in the
payment of fixed financial charges and change in
the pattern of ownership and control.

(E) Buy outs The Management Buy outs (MBO)


involves the sale of the existing firm to the
management. The management may be from the
same firm, from outside or may assure a hybrid
form. When debt forms a substantial part of the
total financing form outsiders the buy out
transaction is called Leveraged buy out.
Leveraged buy out implies acquisition of a firm
that is financed principally by borrowing on a
secured basis.

(F) Strategic Alliance It is a voluntary formal


agreement between two companies to pool their
resources to achieve a common set of objectives
while remaining independent entities.


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