Mergers in the nature of acquisitions and amalgamations. types of merger – motives behind mergers – theories of mergers – operating, financial and managerial synergy of mergers – value creation in horizontal, vertical and conglomerate mergers – internal and external change forces contributing to M & A activities
A strategic perspective- industry life cycle and product life cycle analysis in M&A decision, strategicapproaches to M&A- SWOT analysis, BCG matrix, Porter’s Five forces model
different methods of restructuring – joint ventures – sell off and spin off –divestitures – equity carve out – leveraged buy outs (LBO) – management buy outs – master limitedpartnerships – employee stock ownership plans (ESOP)
Merger Process: Dynamics of M&A process- identification of targets-negotiation-closing the deal. Five-stage model – due diligence (detailed discussion).Process of merger integration – organizational and human aspects – managerial challenges of M & A
Valuation – valuation approaches – discounted cash flow valuation – relative valuation – valuing operating and financial synergy – valuing corporate control – valuing of LBOMethods of financing mergers – cash offer, share exchange ratio – mergers as a capital budgeting decision
pooling of interest method, purchase method – procedure laid down underIndian companies act of 1956
Takeovers, types, hostile takeover approaches, Take over defenses – financial defensive measures – Coercive offers and defense – anti-takeover amendments – poison pill defense
provisions of company’s act 1956, Indian Income Tax act 1961– SEBI take over code, Provisions of Competition Act.