PDF An Insight Into Mergers and Acquisitions A Growth Perspective Vinod Kumar Ebook Full Chapter

An Insight into Mergers and
Acquisitions: A Growth Perspective

Vinod Kumar
Visit to download the full and correct content document:
https://textbookfull.com/product/an-insight-into-mergers-and-acquisitions-a-growth-per
spective-vinod-kumar/
More products digital (pdf, epub, mobi) instant
download maybe you interests ...
Strategic Decisions and Sustainability Choices:

Mergers, Acquisitions and Corporate Social
Responsibility from a Global Perspective Olimpia Meglio
https://textbookfull.com/product/strategic-decisions-and-
sustainability-choices-mergers-acquisitions-and-corporate-social-
responsibility-from-a-global-perspective-olimpia-meglio/
Mergers and Acquisitions from A to Z Andrew J. Sherman
https://textbookfull.com/product/mergers-and-acquisitions-from-a-
to-z-andrew-j-sherman/
Mergers and acquisitions basics the key steps of

acquisitions divestitures and investments Second
Edition Forman
https://textbookfull.com/product/mergers-and-acquisitions-basics-
the-key-steps-of-acquisitions-divestitures-and-investments-
second-edition-forman/
Mergers Acquisitions and Other Restructuring Activities

An Integrated Approach to Process Tools Cases and
Solutions Donald Depamphilis
https://textbookfull.com/product/mergers-acquisitions-and-other-
restructuring-activities-an-integrated-approach-to-process-tools-
cases-and-solutions-donald-depamphilis/
Mergers and Acquisitions Basics: The Key Steps of
Acquisitions, Divestitures, and Investments 2nd Edition
Michael E. S. Frankel
https://textbookfull.com/product/mergers-and-acquisitions-basics-
the-key-steps-of-acquisitions-divestitures-and-investments-2nd-
edition-michael-e-s-frankel/
Artificial Intelligence and Data Mining for Mergers and

Acquisitions 1st Edition Debasis Chanda
https://textbookfull.com/product/artificial-intelligence-and-
data-mining-for-mergers-and-acquisitions-1st-edition-debasis-
chanda/
Global Mergers and Acquisitions, Volume II: Combining

Companies Across Borders Abdol S. Soofi
https://textbookfull.com/product/global-mergers-and-acquisitions-
volume-ii-combining-companies-across-borders-abdol-s-soofi/
Mergers Acquisitions and Other Restructuring Activities

An Integrated Approach to Process Tools Cases and
Solutions 10th Edition Donald M. Depamphilis
https://textbookfull.com/product/mergers-acquisitions-and-other-
restructuring-activities-an-integrated-approach-to-process-tools-
cases-and-solutions-10th-edition-donald-m-depamphilis/
Emerging Challenges in Mergers and Acquisitions 1st

Edition Deeksha Malik Editor Aishwarya Choudhary Editor
https://textbookfull.com/product/emerging-challenges-in-mergers-
and-acquisitions-1st-edition-deeksha-malik-editor-aishwarya-
choudhary-editor/
AN INSIGHT INTO
MERGERS &
ACQUISITIONS
A Growth Perspective
VINOD KUMAR &

PRITI SHARMA
An Insight into Mergers and Acquisitions
Vinod Kumar · Priti Sharma
An Insight
into Mergers
and Acquisitions
A Growth Perspective
Vinod Kumar Priti Sharma
SGND Khalsa College Institute of Management Technology,
University of Delhi Centre for Distance Learning
New Delhi, Delhi, India Ghaziabad, Uttar Pradesh, India
ISBN 978-981-13-5828-9 ISBN 978-981-13-5829-6 (eBook)

https://doi.org/10.1007/978-981-13-5829-6
The print edition is not for sale in India, Pakistan, Sri Lanka, Bangladesh, Nepal and
Bhutan. Customers from India, Pakistan, Sri Lanka, Bangladesh, Nepal and Bhutan please
order the print book from: Athena Academic/Ane Books.
© The Editor(s) (if applicable) and The Author(s), under exclusive license to Springer
Nature Singapore Pte Ltd. 2019
This work is subject to copyright. All rights are solely and exclusively licensed by the
Publisher, whether the whole or part of the material is concerned, specifically the rights
of translation, reprinting, reuse of illustrations, recitation, broadcasting, reproduction
on microfilms or in any other physical way, and transmission or information storage and
retrieval, electronic adaptation, computer software, or by similar or dissimilar methodology
now known or hereafter developed.
The use of general descriptive names, registered names, trademarks, service marks, etc. in this
publication does not imply, even in the absence of a specific statement, that such names are
exempt from the relevant protective laws and regulations and therefore free for general use.
The publisher, the authors and the editors are safe to assume that the advice and
information in this book are believed to be true and accurate at the date of publication.
Neither the publisher nor the authors or the editors give a warranty, expressed or implied,
with respect to the material contained herein or for any errors or omissions that may have
been made. The publisher remains neutral with regard to jurisdictional claims in published
maps and institutional affiliations.
Cover credit: Image—fotyma/iStock/Getty Images Plus

Cover design by Tjaša Krivec
This Palgrave Macmillan imprint is published by the registered company Springer Nature
Singapore Pte Ltd.
The registered company address is: 152 Beach Road, #21-01/04 Gateway East, Singapore
189721, Singapore
Preface
This book provides an insight into the phenomenon of mergers and

acquisitions inter alia, various other forms of corporate restructuring.
It highlights the importance of M&A as a strategy for faster growth for
corporate. The book provides detailed description of process, deal struc-
turing and financing of mergers and acquisitions. Reader will gain an
in-depth understanding of the art of valuation from M&A perspective.
Book also provides the broader perspective of accounting and regulatory
aspects of M&A.
Manuscript sufficiently covers the conceptual underpinnings of M&A
and supplements it with substantial number of real-life examples on each
sub-topic. Various numerical examples shall further help in assimilation
of the knowledge of M&A activity. The judicious blend of theory and
practical aspects through numerical as well as real-life case studies make
the book an interesting reading. Hence, the book becomes a source of
vast knowledge in the highly complicated and dynamic world of M&A.
Book will be useful for the students pursuing the management educa-
tion, commerce graduates and postgraduates who are willing to make a
career in the field of financial services, investment banking, and merger
and acquisition consultancies. Book will also be helpful for the practic-
ing managers in the field of corporate finance, strategy formulation, and
implementation.
Book can serve as the corporate training module for the entry- and
middle-level managers working in the field of corporate finance, manage-
ment consultancies, and deal strategists in investment banking.
v
vi Preface
Following features make the book a unique read for the targeted
audience:
(a) Detailed real-life valuation case studies.

(b) Inclusion of latest accounting and regulatory aspects more specif-
ically INDAS (IFRS) for M&A and provisions of New Companies
Act (2013) in India.
(c) Affluence of real-life examples at relevant places. For exam-
ple, in case of deal structuring numerous examples are included
to explain each structure in detail while regulatory insights are
explained with suitable overview of M&A documentations of past
few deals.
(d) Inclusion of reasonable numerical examples to strengthen the
understanding of the subject.
New Delhi, India Vinod Kumar

Ghaziabad, India Priti Sharma
Acknowledgements
We express our sincere thanks to all those who have supported in the
completion of the book and making it an insightful read for all those
who have their interest in fascinating but complicated world of mergers
and acquisitions. We are extremely grateful to Principal SGND KHALSA
College, Delhi University and Dr. S. R. Musanna, Dean IMT CDL for
their continuous support and encouragement.
We would like to acknowledge the contributions made by our stu-
dent Mr. Santhana Gopalakrishnan—MBA (Financial Analysis). He has
actively worked on case studies incorporated in the book. His serious
involvement right from the very beginning to final typesetting of the
book is highly commendable. The completion of the book without his
contributions would have been a far cry.
We would like to express our sincere thanks to ICoFP, New Delhi, Mr.
Sanjeev Bajaj and Ms. Jai Vani Bajaj for providing us the opportunity to
work closely with the industry and aspiring financial analysts and investment
banking professionals which helped us a lot while working on the book.
We are thankful to Dr. Mohd. Khalid Azam (Aligarh Muslim
University) and Dr. Asif Akhtar (Aligarh Muslim University) for provid-
ing great motivation and support.
We are thankful to all the colleagues, friends, and students for their
continuous support while working on the book.
Special thanks to Sh. T. D. Sethi (Law Faculty Delhi), Dr. K. K. Bajaj,
Mr. Rajiv Bajaj, Sanjeev Bajaj and Mr. Anil Chopra (BAJAJ CAPITAL),
vii
viii Acknowledgements
Dr. Vinay Dutta and Dr. Ambrish (Fore School of Management),

Dr. Suresh Aggarwal (MBE, South Delhi Campus), Dr. Kavita Sharma
(DSE), Dr. Madhu Vij (FMS), Dr. J. K. Goyal (JIMS), Dr. G. C. Sharma
(NSE), Mr. Pullock Bhatacharjee (BSE), Dr. Ahindra Chakarborty
(GREAT LAKE), Ruchi Arora (NDIM), Dr. Sanjay Jain (DSE), Dr.
Rachna Jawa (SRCC), Prof. Y. P. Singh, Dr. Vanita Tripathi (DSE), Dr.
Raj Nangia (Lakshmi Bai College), Ms. Suganda (JIMS), Dr. Mahesh
Madan, Dr. G. S. Sood, Dr. Vineet Kapur, Dr. Neeta Dhingra, Ms. Silky
Jain, Dr. Manmeet Kaur, Dr. D. S. Sharma and G. K. Arora (SGND),
Dr. Mani Arul Nandi and Dr. Rekha Dayal (JMC), Dr. Naina Hasija
and Ms. Sonia Kamboj (Kalindi), Dr. Alka Harneja, Dr. Purnima, Ms.
Neelam, Ms. Neha Kashyap (LBC). Dr. K. L. Dahiya (SOL), Dr. Saklani,
Dr. P. K. Khurana and Dr. Suneel Kumar (Bhagat Singh), Dr. Sushma
Arora (DRC), Dr. Sarita Sachdeva (IP), Mr. Amit Gupta and Mr. Manish
Gupta (JIMS), Mr. R. C. Garg (RDIMS), Anand Sharma (Haryana
University), Ms. Bimal Deep Kaur (GGS), Dr. S. B. Rathore (Shyam
Lal), Dr. Keshav Gupta, Dr. Prabhat Mittal and Dr. Bhuvnish Grover
(Satyawati), Shri Mala Jain (KNC), Dr. Ravi Gupta, Ms. Ritika Ahuja,
R. P. Rustagi and Dr. Ashok Sehgal (SRCC) and Dr. Amit Kumar Singh
(DSE), Dr. Bharat Bhushan and Ritika Seth (Hansraj), Dr. Hemant
Porwal and Dr. Kumar Bijoy (SSBS), Dr. Satish Bhatia (CVS), Dr. Vibha
Jain (JDM).
The book could not have been completed and taken the present shape
without the great support of Neena Arora who was kind enough to spare
the time for editing the manuscripts with valuable comments. Kiran Negi
helped me in typesetting and in proofreading the manuscripts. Girish
Sardana, Sujata Sardana, Sunayna Kawatra, Girish Chander Chugh,
Dinesh Arora, Kartik Arora, Rahul Chugh Astha Chugh, Kanika Chugh,
and Varun Chugh were always available to support me in my present
work.
We shall be failing in our duty if we don’t express our sincere thanks
to our family members Veena Kumar, Dr. Kanika Taneja, Abhishek Taneja,
Dr. Surinder Taneja, Dr. Anurag Taneja, Ms. Garima Looned, Mr. Manoj
Sharma, Ms. Riddhi Sharma, Mr. M. R. Sharma, Mr. K. K. Gupta, and
Ms. Shashi Gupta for their continuous support in all forms while working
on the book.
Acknowledgements ix
We are extremely grateful to the staff of SGND College and Rattan

Tata library for making available necessary material and facilities. Last but
not least, we are thankful to the publisher Palgrave Macmillan for bring-
ing out the publication in time.
Dr. Vinod Kumar

Dr. Priti Sharma
Contents
1 Introduction to Merger, Acquisition,

and Corporate Restructuring 1
2 Motives of M&A and Deal Synergies 31
3 M&A Process and Defensive Strategies 45
4 Deal Structuring and Financing 61
5 Deal Valuation 77
6 Accounting for Mergers and Acquisition 107
7 Performance Evaluation of M&A 123
8 Regulatory Insights for M&A in India 135
9 Overview of Select M&A Deals 161
10 Why Mergers and Acquisitions Fail? 183
11 Case Discussions of Mergers and Acquisitions 197
xi
About the Authors
Dr. Vinod Kumar is M.Com. M.Phil., Ph.D. DBF (ICFAI), AFP

(FPSB). He is NSE certified for capital markets’ dealers, derivatives,
mutual funds, and commodity market modules. He is merit scholar-
ship holder and gold medalist from Delhi School of Economics, Delhi
University for his postgraduation. He is an alumnus of Shri Ram College
of Commerce. He has teaching experience of 40 years teaching gradu-
ate and postgraduate classes in Delhi University and many of the man-
agement institutes of repute. He was dean and director of International
College of Financial Planning for a period of 2 years. He presented
research papers at various national and international universities on finan-
cial markets, derivative markets, commodity markets, and financial plan-
ning, etc. He got an award of best paper in Chartered Accountant on
reported earnings. He has been conducting workshops for FPSB, NSE,
BSE, ICFP, BNP PARIBAS, and BAJAJ CAPITAL on various subjects of
financial markets. He is the founder editor of the investors’ India mag-
azine of Bajaj Capital. He is also an associate of IIAS, Shimla. He was
the coordinator for Ministry of HRD Project, EPG—Pathshala for finan-
cial markets and institutions. He was awarded a major project of UGC
for commodity and currency markets interrelationships which were sub-
mitted in 2013. Dr. Vinod Kumar is the associate professor at SGND
Khalsa College, Delhi University. He teaches at Faculty of Management
Studies (FMS), Delhi University, National Stock Exchange (NSE),
American Academy of Financial Management (AAFM), JIMS, and Bharti
Vidhyapeeth and Great Lake Institute of Management as guest faculty.
xiii
xiv About the Authors
Dr. Priti Sharma is an astute researcher, trainer, and academician. She

is currently associated with IMT CDL Ghaziabad as Asst. Professor
(Finance). She has more than two decades of experience in the field of
financial teaching, training and practice. Since the year 2000, she has
imparted financial education and training to several students and finance
professionals. She has been associated with various educational institutes
of repute like ICFAI, NSE Ltd., BSE Ltd., ICoFP New Delhi-A Bajaj
Capital Group organization, etc. She has been actively involved in con-
tent development of MOOCs for Financial Institutions and Markets
course under Ministry of HRD Project in India, EPG Pathshala. She has
worked with Flex Industries Ltd., Noida in corporate finance division
during the period 1997–2000.
She completed her doctorate in the area of mergers and acquisitions
from Aligarh University (AMU). She is a UGC NET certified acad-
emician. Her financial research papers are published in UGC recog-
nized journals. She has presented papers in National and International
Conferences. Her paper won the Best Paper Award in National Research
Conference organized by AIMA, New Delhi in the year 2009. She was
awarded as Best Finance Faculty at ICoFP New Delhi in the year 2015.
List of Figures
Fig. 1.1 Mergers and acquisitions (M&As) since 2007

(Source http://www.livemint.com/Companies/
vQsq4BmZLIACFuMgDA9YNL/A-mixed-
March-quarter-for-global-MAs.html) 3
Fig. 1.2 Growth and corporate restructuring 4
Fig. 1.3 M&A during the period 2000–2007 (Source Author’s
compilation from ET Intelligence data. Note The data
contain only information relating to acquisitions of more
than 50% equity stake and is restricted to domestic deals) 26
Fig. 1.4 M&A during the period 2000–2011
(Source http://shodhganga.inflibnet.ac.in/
bitstream/10603/45734/9/09_chapter%201.pdf) 27
Fig. 3.1 Due diligence process 50
Fig. 4.1 Shareholding pattern 63
Fig. 4.2 Shareholding pattern post-merger 64
Fig. 7.1 Returns vis-à-vis industry (Source Accenture analysis) 124
Fig. 9.1 Impact of supply chain on the levels shareholders value
(Source Accenture, CII Report https://www.criticaleye.com/
inspiring/insights-servfile.cfm?id=531, p. 20) 163
Fig. 9.2 Market returns 166
Fig. 9.3 Deal structure (Source https://www.slideshare.net/bansal_
harshit/hutchison-vodafone-tax-case-too-much-
knowledgeable) 170
xv
xvi List of Figures
Fig. 9.4 Financials with user base data (Source https://www.

businesstoday.in/magazine/cover-story/vodafone-
new-emphasis-on-data-services-impact-sector-trends/
story/205243.html) 173
Fig. 9.5 Stock performance (Source http://quotes.morningstar.
com/chart/stock/chart.action?t=GSK&region=usa
&culture=en-US) 176
Fig. 9.6 Financial margins—Tata group/steel (Source http://www.
firstpost.com/business/a-tale-of-2-acquisitions-in-9-
charts-tata-steels-failure-with-corus-and-tata-motors-
success-with-jlr-2704788.html) 178
List of Tables
Table 1.1 Different merger waves in the USA 14

Table 1.2 Latest prominent M&A deals 21
Table 1.3 Distribution of M&A activities across industry
from 1990 to 2000 24
Table 1.4 M&A deals during the period 2011–2014 28
Table 6.1 Goodwill calculation 117
xvii
CHAPTER 1
Introduction to Merger, Acquisition,

and Corporate Restructuring
1.1 Introduction
Growth is the objective of almost all the organizations, whether big or
small. Organizations can grow by using a strategy of internal growth
of expansion or diversification known as greenfield expansion. Organic
growth is where a company builds its own infrastructure and sets up its
own manufacturing, distribution, and selling networks or building an
ecosystem, internally, without impacting the corporate structure or the
business model of its own. For decades, this has been a major strategy
followed by most of the corporate all over the world including India.
M&A is a route to achieve exponential growth rather than a linear and
slower growth. M&As have become an integral part of the Indian econ-
omy and daily business headlines.
When Relaxo Footwears sets up its own manufacturing plant and
enhances its distribution network to expand its reach and cater to a wider
customer base, it is greenfield expansion. But when Coca-Cola enhances
its presence in a country by partnering with local manufacturers through
franchising and by acquiring an established brand like “Thums Up”, it is
inorganic growth. So inorganic growth is a typical way to climb a ladder
multi-foot, by way of strategic tie-ups, mergers and acquisitions, where
an entity tries to expand its business with the help of the others.
Basically, the projects which have to be build up from scratch are
called greenfield projects while the projects which are established
by using an existing facility or upgrading or modifying it are called
© The Author(s) 2019 1

V. Kumar and P. Sharma, An Insight into Mergers and Acquisitions,
https://doi.org/10.1007/978-981-13-5829-6_1
2 V. KUMAR AND P. SHARMA
brownfield projects. For example, in 2010, Fortis Hospitals acquired

assets of Wockhardt Hospitals, which included eight operational hospi-
tals and two semi-constructed hospitals. This is an example of one of the
largest acquisitions/brownfield project in the Indian healthcare sector.
The expansion of Reliance’s exploration project in KG-D6 basin is an
example of greenfield project. The route of organic expansion or growth
is a time-consuming process and also involves the risk of a competitor
taking the lead during the time of completion of expansion. Another
risk of taking this route is that the economic momentum envisaged in
the segment may slow down by the time the planned expansion is actu-
ally completed. The other route to growth is an inorganic one through
mergers and acquisitions. This route of brownfield expansion has certain
benefits in terms of expansion of capacity at a faster pace, an easy entry
in the new industry, or a new geographical market. For example, Airtel’s
acquisition of Zen is an example of easy entry to South African telecom
market, the inorganic route.
Another example would be the recent acquisition of Kesh King by
Emami Ltd.
Emami Ltd., in June 2015, acquired the “Kesh King” a brand asso-
ciated with hair and scalp products for Rs. 1651 crores. This was one of
the largest deals in India’s fast-growing hair oil market; the acquisition is
an attempt by Emami to take advantage of the established brand image
of Kesh King in the hair oil market.
Emami is aiming to capitalize on the brand image and the higher mar-
gins of Kesh King to boost its own bottom line. Emami management
believes that Kesh King which has an EBITDA margin of 40% as against
the normal FMCG margins of 25% will strengthen Emami’s bottom-line
post-acquisition.
Over the past few decades, mergers and acquisitions have been
increasingly used for achieving rapid growth and increasing share-
holder value. Achieving competitive advantage through consolidation
and strategic alliances is another objective of mergers and acquisitions.
According to an E&Y report on mergers and acquisitions in India, dur-
ing the past 5 years, mergers and acquisition transactions have increased
in absolute number from 825 in 2011 to 930 deals in 2015. The abso-
lute value of all the deals was nearly about $26 billion in the year 2015
(Fig. 1.1).
Global M&As had a mixed first quarter with a dip in the number of
deals but a rise in the overall value of deal activity, according to a merger
market report.
1 INTRODUCTION TO MERGER, ACQUISITION … 3
Fig. 1.1 Mergers and acquisitions (M&As) since 2007 (Source http://www.
livemint.com/Companies/vQsq4BmZLIACFuMgDA9YNL/A-mixed-March-
quarter-for-global-MAs.html)
While the total number of deals fell 17.9% compared with the first quar-
ter of 2016, the overall deal value was up 8.9% to $678.5 billion. In the first
quarter of 2015, the deal value was $760.1 billion, the highest since 2008.
During the first half of 2016, the Merger & Acquisition activity rose
by nearly 12% to $15.7 billion in terms of value.
1.2 Corporate Restructuring
Corporate restructuring is referred to as a change in the business struc-
ture and/or financial structure of an organization via diversification,
acquisition, change in management, spin-off, hive-off, etc., to meet the
goals of an organization.
Change in corporate structure such as a change in business model,
management team, and capital structure can be termed as corporate
restructuring (Fig. 1.2).
Corporate restructuring takes place in several forms:
1.2.1 Amalgamation/Combination
Amalgamation or combination is an action, process, or result of com-
bining or uniting two entities. In case of amalgamation, two separate
Fig. 1.2 Growth and corporate restructuring
entities come together to achieve a common goal, for fulfilling either

financial or strategic objectives. Based on the type of amalgamation, an
entity may combine its assets and liabilities with another entity. This
can be:
1. Combination through merger(or)

2. Combination through acquisition/purchase
1.2.1.1 Combination Through Merger

In case of a merger, two companies or entities join together, in which
one of the entities ceases to exist. The acquiring company would gener-
ally consolidate or add the assets and liabilities of the company acquired.
The shareholders of the acquired company may be paid either cash or
the shares of the acquirer company in exchange for the shares held in the
target company. Post-merger, it is at the option of the acquirer company
to decide whether the brand name of the acquired company would be
used or not. A typical merger would involve combination of books of
accounts in the stand-alone statements of the acquirer company.
For example, in the year 2015, Ranbaxy Laboratory got merged
into Sun Pharma, where Sun Pharma acquired all the assets and
assumed all the liabilities of Ranbaxy in an all-stock deal. However, Sun
Pharma chose to use the brand name of “Ranbaxy” for all the prod-
ucts of Ranbaxy. This is a typical strategy, which might be used by the
acquirer company to take advantage of the brand image of the acquired

company.
1.2.1.2 Combination Through Acquisition/Purchase

In case of an acquisition/purchase/takeover, one entity purchases the
stakes of the other entity resulting in taking over the management con-
trol of the acquired entity. The principle of substance over form applies
here, that is, even if the acquiring entity purchases, say, 20 or 30% of the
target entity resulting in higher individual shareholding to take control
over the management, the acquired entity would be called as the subsid-
iary of the acquired entity. The mode of payment may be cash or combi-
nation of cash and stock.
For example, in the year 2007, one of the world’s largest telecom
company Vodafone purchased 52% stakes in Hutch Essar Ltd. The iden-
tity of the Hutch has been subsumed by Vodafone.
1.3 Types of Mergers and Acquisitions

Mergers and acquisitions can take various forms:
1.3.1 Horizontal Merger

In this type of merger, two companies operating in a similar line of
industry come together. A company may either opt to take control of a
competing company or a potential competitor so as to retain its market
share. Horizontal mergers, generally, increase the concentration level in
the industry.
For example, the cement division of L&T was acquired by Grasim
Industries, which operates in the cement industry with brands such as
Birla Plus and Birla Super. ICICI bank’s acquisition of Bank of Rajasthan
for about 3000 crores was a great move to enhance market access across
the northern and western regions of the country. TATA power acquired
Welspun Energy’s assets in 2016 for Rs. 9000 crore to consolidate its
renewable energy business.
Some of the other examples of horizontal mergers and acquisitions
in consumer electronics industry include acquisition of Electrolux by
Videocon and Spectramind by Wipro. Banking industry saw few of its
consolidation activities, namely Times Bank’s acquisition by HDFC
Bank, Bank of Madura merging its operations with ICICI Bank, etc.
Horizontal mergers help companies achieve economies of scale, increase

market share by reduction in competition, etc.
1.3.2 Vertical Merger

It is a type of merger in which a company merges with either the supplier
of raw materials or the retailing/distribution network to save time and
costs. Merger of a company with its raw material manufacturer/supplier
is known as Backward Integration, whereas a merger with the distribu-
tor or retailer is termed as Forward Integration.
• Reliance Industries Ltd. slew of activities from foraying into

refinery and exploration from textiles, polyester to petrochemi-
cal is a classic example of backward integration where the down-
stream companies got merged with their upstream companies.
1.3.3 Co-generic Merger

In this type of merger, companies operating in a similar line of industries
but offering different products, generally, complementary in nature, tend
to merge as a strategic measure to increase the profitability of both the
companies.
For example, merger of Procter & Gamble and Gillette in 2005 is a
co-generic merger. P&G is largely a consumer goods company, and
Gillette was operating in men’s personal care market. The product port-
folios of two companies were complimentary. The merger created one of
the world’s biggest consumer product companies.
1.3.4 Conglomerate Merger

In this type of merger, companies which are not related to each other
and are operating in different segments decide to merge.
For example, merger between L&T and Voltas, operating in different
line of businesses, is a conglomerate merger.
1.3.5 Domestic Merger

These horizontal, vertical, or conglomerate mergers or acquisi-
tions may take place on the domestic turf known as domestic merger.
The acquisition of Air Sahara by Jet Airways in 2007 is the perfect

example of a domestic merger.
1.3.6 Inbound Merger

An inbound merger can take place when companies of foreign origin
merge or acquire the companies of domestic origin. Daiichi Sankyo Co.
Ltd. acquiring the entire stake of Ranbaxy Laboratories Ltd. is an exam-
ple of inbound merger. With the opening up of Indian economy and
initiatives like Digital India and Make in India, inbound activity shall fur-
ther get the fillip.
1.3.7 Outbound Merger

An outbound merger can take place when a domestic company merges
with companies of different origins, globally. For example, Hindalco’s
acquisition of Novelis (Canada), TATA Tea’s acquisition of Tetley, TATA
Steel’s purchase of Corus, Lupin’s acquisition of Gavis, Motherson
Sumi’s acquisition of Finnish truck wire maker PKC group can all be
classified as an outbound deal. Similarly, GHCL acquired Dan River, an
American textile company, and the same can be categorized as an out-
bound merger.
Takeover or acquisitions can be classified as:
1.3.8 Friendly Takeover

In this case, the acquirer company buys a controlling stake in the tar-
get company with the consent and will of the target company’s board
and its management. The acquisition of Myntra by Flipkart can be cat-
egorized as a friendly takeover. Myntra is a leading entity in the fashion
apparel e-commerce market. In contrast, Flipkart is largely absent in the
fashion apparel segment despite it being the largest e-commerce player
in India. To augment its product line and to grab a higher share of the
e-commerce market, it acquired Myntra in 2014.
1.3.9 Hostile Takeover

In case of a hostile takeover, the target company shows resistance to
acquisition. In such a case, the acquirer approaches the shareholders
directly. Acquisition of Zandu Pharmaceuticals Ltd. by Emami Ltd. in

2008 can be categorized as India’s first hostile takeover. Similarly, Tata’s
acquisition of Corus was also resisted initially by Corus management.
1.3.10 Leveraged Buyout

In case of an leveraged buyout (LBO), the acquirer goes for borrowing
to fund the acquisition. In most cases, the debt is backed by the col-
lateral of the acquired company’s assets. Several large-sized acquisitions
have been carried out in recent decades with this method of LBO.
1.3.11 Management Buyout

When the management of a company buys overall or majority stakes of
the company or buys the assets of the same, it is termed as a manage-
ment buyout. If the management of a company tries to take controlling
stake in the other company, it is referred to as “Management Buy-In”.
Glaxo India Ltd. (now GlaxoSmithKline) was a classic example of man-
agement buyout. ICICI ventures buyouts of Ranbaxy Fine Chemicals
Ltd., Tebma Shipyard can be attributed to Management Buy-In.
1.4 Other Forms of Corporate Restructuring

1.4.1 Demerger
This is a category of corporate restructuring in which a company is seg-
regated into different division or components. In other words, demerger
takes place when one company splits into two or more companies. This
is usually done with an objective to concentrate more on a specific seg-
ment. For example, in the year 2012, Wipro Ltd. demerged its business
into two different operational units. Wipro Consumer Care & Lighting
and Wipro Infrastructure Engineering and Medical Diagnostic Products
& Services were hived off from Wipro’s IT business, to form a new
entity known as Wipro Enterprises. The demerger allowed the company
to focus on its core business activities.
1.4.2 Reverse Merger

Reverse merger is typically equivalent to that of a merger, but in case of a
reverse merger a large entity or a parent entity merges with a small entity
or a subsidiary entity. Through a reverse merger, a private company may

aim to get listed on stock exchanges (without having to go through the
entire process of listing). By merging with a smaller public ltd. company
whose shares are already listed. However, as per Companies Act 2013,
a private limited company will not become a listed company simply by
merging with a public ltd. listed entity. Rather, they have to follow the
proper laid down procedure in the act and the SEBI guidelines in order
to get it listed.
A reverse merger might also be undertaken to avail of taxation bene-
fits. The merging entity might be a loss-making company and when it is
merged with a profit-making company, the taxes of the combined entity
go down.
For example, in 2002, ICICI parent company merged itself with
ICICI Bank (Subsidiary). But the group retained ICICI Bank as the
brand for the combined entity. Similarly, IDBI Bank which was the sub-
sidiary of IDBI got IDBI merged with itself to be known as IDBI Bank.
1.4.3 Divestiture
Divestiture happens when an entity liquidates either the assets or a part
of its business, usually, subsidiary, to concentrate on the core operations.
It may be undertaken to hive off loss-making units or to cut down lev-
erage of an entity, etc. It is also known as disinvestment or Spin-off. In
case of divestiture, some division of business is sold to outsiders, while in
case of spin-off a separate company is created from the parent company
with the same shareholding pattern.
For example, in July 2016, Thomson Reuters sold one of its business
divisions operating in Intellectual Property and Science (IP&S). This
transaction helped Thomson Reuters in bringing down its debt bur-
den besides allowing the company to concentrate on its mass media and
information business and improve profitability.
Another example of divestiture is Coromandel Fertilizers Limited
selling its cement division to India Cements Limited. Consequently, the
size of Coromandel Fertilizers Limited contracted while the size of India
Cements Limited expanded. But the deal allowed Coromandel to focus
on its core competency of manufacturing fertilizers.
Usually, the motive behind divestitures would most likely be to con-
centrate on one particular business line and ease up the liquidity by
unlocking the capital through selling non-core or non-performing busi-
nesses. CEAT sale of its Nylon Tyre plant to SRF helped CEAT raise
Rs. 3250 Crores which was used for the purpose of settling its payment
obligations.
About ten years ago, in 2007, Reliance had entered the field of fuel
retailing in Africa through a 76% equity stake in Gapco to expand its
footprint in the continent. Last year, it announced plans to sell the stake
in Gapco and use the funds to concentrate on fuel retailing in India.
1.4.4 Spin-Off
A spin-off does not result in an infusion of cash to the parent company.
Instead, it allows a company to focus more on the spun-off entity which
was becoming too large to be managed as a division in the parent com-
pany A separate business structure and management approach helps the
company to realize the full potential of the spun-off unit. In case of a
spin-off, the proportionate stake of the existing shareholders is same in
both the entities, that is, parent as well as the newly formed legal subsid-
iary because the parent company distributes its shareholding in the sub-
sidiary to its own shareholders on pro rata basis. This entails the creation
of new entity with its new own management operating independently.
For example, Kotak Mahindra Capital Corporation was an investment
division unit spun-off from its parent entity Kotak Mahindra Capital
Finance Ltd.
1.4.5 Split-Off
Split-off is similar to that of spin-off where a new entity is formed to take
over the operations of the parent company’s one business division/unit.
However, in case of a split-off, the existing shareholders (of a parent
company) are given stocks in new entity in exchange of shares held in the
parent entity. This would result in reducing the equity base of the parent
entity as the shareholders are ceased of their claims from parent entity. As
in case of spin-off, split-off also does not result in any inflow of cash.
1.4.6 Split-Up
This is an extended version of a spin-off where a parent company is bro-
ken down (or spun-off) into various business units and new entities are
formed for those spun-off units. As the parent company is spun off in
multiple units, the parent entity gets dissolved eventually forming new
subsidiaries with new class of stocks. The shareholders of the parent
entity have the option to exchange their shareholding to various spun-off
units as according to their shareholding.
For example, power sector reform in the year 1999 led to a major
split-off of Andhra Pradesh State Electricity Board (APSEB) where the
parent company is dissolved by separating its operations into two differ-
ent units. Two new entities APGENCO and APTRANSCO were created
wherein the former was a spun-off division taking care of power genera-
tion business and the latter being the spun-off unit taking care of trans-
mission and distribution business.
1.4.7 Equity Carve Out

In case of an equity carve out, a business unit or a division is separated
from the parent company and it is been sold by way of equity to the out-
siders. The key concern here is to whom the equity stakes are offered. In
our above cases, it is the existing shareholders who get to exchange their
shares from parent company to new entity. In this case, it is the outsiders
and not necessarily the existing shareholders who become the sharehold-
ers of the newly formed (or carved out) entity.
1.4.8 Assets Sale

In case of an asset sale, a company liquidates all or part of its assets to
another company in exchange for cash or securities. Usually, the inten-
tion of asset sale is to strengthen its cash position/balance sheet by way
of liquidating long-term assets and generating cash or liquid assets. The
asset can be anything, be it tangible or intangible. A company may sell
its loss-making manufacturing plant or a legal brand or an existing pat-
ent it owns to generate cash. In September 2016, JSW Energy entered
into a deal along with Jaiprakash Power Ventures to buy its (MW) Bina
power plant (500 megawatts). The deal was locked at an attractive val-
uation of INR 2700 Crore enterprise value, which is considered quite
less than its project cost of more than 3000 crore. The deal was struck
to help Jaiprakash Power, which had a debt of Rs. 22,414.94 crore (as
on 31 March ’16) to reduce its interest payments via the reduction in
its debt.
1.4.9 Slump Sale

According to Sec 2 (42C) of the Income Tax Act (1961), “Slump sale”
means the transfer of one or more undertakings as a result of the sale
for a lump sum consideration without values being assigned to the indi-
vidual assets and liabilities. In simple terms, when a business or a part
of business is sold off as a whole or a going concern, and the sale price
is generic in nature, that is, without allocating specified amount for
specified assets or liabilities (sale on lump sum basis), it is classified as
slump sale.
1.4.10 Joint Ventures

Joint venture is an agreement between two parties to come together for
a specific business venture. A joint venture is a contractual agreement
with specific, time-bound objectives, and a unique identity of the entity,
to have an ownership interest/common objectives/profit/loss sharing
and common management.
The entities forming joint venture will continue to exist separately and
will come together for the specific venture only. For example, Birla Sun
Life Insurance is a joint venture between Aditya Birla Group and Sun
Life Financial of Canada
There are no specific laws for joint ventures in India, and it can be
formed as company, LLP or through contract, etc., and is governed by
various regulations like Companies Act, Partnership Act, FEMA, etc.
Another example could be the Hero-Honda joint venture between,
Hero Motors Ltd of India and Honda Corporation, Japan for the man-
ufacturing of two-wheelers in India. However, the JV came to an end in
2013 and the business is now owned by Hero Motors Ltd.
1.4.11 Franchising
Franchising is where one party allows the other party to use its brand
name or the trade name. It either allows them to use the business system,
process, manufacturing and marketing methods of the franchiser com-
pany (the one who allows for franchise of its brand name) or outlines
certain specifications regarding the process, manufacturing, and mar-
keting methods to be followed. Typically, a fixed amount of royalty has
to be paid for using the brand name. For example, Varun Beverages is
a franchisee of PepsiCo Ltd. As directed by PepsiCo, Varun Beverages

can manufacture and sell cool drinks under the brand name of Pepsi.
McDonald’s is considered as one of the most successful fran-
chisee models across the world. The local MC franchisee owners have
to pay a royalty and in return are allowed to adopt the business model
and the brand name of McDonald’s. Thus franchising is a form of inor-
ganic growth, as it allows a company to expand its reach across the
globe.
1.4.12 Strategic Alliance

An agreement between two parties who come together to achieve a cer-
tain objective or to take up a certain task benefitting both of them is
referred to as a strategic alliance. The two parties decide at the initial
stage itself, the amount of capital to be invested by each entity, the profit
shares of both, the nature of their control of the newly agreed entity, etc.
The alliance may last for a specified time period or till the completion of
the agreed objective.
1.4.12.1 Delhi Aviation Fuel Facility Pvt. Ltd

It is a strategic alliance between BPCL and DIAL, established during the
year 2010 formed for the purpose of maintenance, designing, etc.
Mergers, Acquisitions and Corporate restructuring may take several
forms as discussed above. They are considered as one of the most com-
plicated business decisions. Involved business entities have to be quite
careful during the entire process of decision making and implementation;
else, the entire exercise may become a bane for them.
1.5 Historical Developments of Mergers

and Acquisitions
1.5.1 M&A in US Economy: Merger Waves

See Table 1.1.
Number of countries have had high levels of M&A activity in the
past but USA has the longest history of takeover activity going back
to 1890s.
Table 1.1 Different merger waves in the USA
Period Name Types of M&A
1895–1904 First wave Horizontal mergers

1916–1929 Second wave Vertical mergers
1965–1969 Third wave Diversified conglomerate mergers
1981–1989 Fourth wave Concentric merger: hostile takeovers, divestitures
1990–2000 Fifth wave Cross-border mergers
2003–Present Sixth wave Private equity, LBO
Source http://shodhganga.inflibnet.ac.in/bitstream/10603/45734/9/09_chapter%201.pdf
Since the beginning of the 1900s, merger & acquisition activity

athered pace in the USA. Rest of the world too experienced merger
g
activity; the intensity was not as high as that of the USA. This activity,
however, gathered pace in other countries too thereafter and is likely to
continue indefinitely.
M&A activity can be divided into five major “waves” of mergers,
with the first four taking place mainly in the USA. The fifth and sixth
waves have been described as international merger waves. A common
feature of all these waves of M&A activity has been that they typically
arise in strong “bull” markets and fade when the market goes to bear
phase. Each wave permanently reshapes one or more particular industries
forever. These generally prompt regulators to react to subside merger
activity. For instance, in the USA, the fourth merger wave prompted leg-
islatures to enact law to prevent hostile takeovers even golden parachutes
invited tax penalties.
1.5.2 The First Wave Turn of the Last Century (1895–1904)

The first of mergers wave consisted mainly of horizontal mergers result-
ing in monopolistic market structure. During this wave, which is some-
times called the “merging for monopoly” wave, the major horizontal
mergers in the basic manufacturing and transportation industries took
place. This merger wave was dominated by large steel and railroad merg-
ers that led to a number of enormous trust monopolies (e.g., US Steel,
Bethlehem Steel). Huge entities were created in the telephone, oil, and
mining industries. This wave was largely spearheaded by men who are
still considered icons—J. P. Morgan, John D. Rockefeller, and Andrew
Carnegie.
Another random document with
no related content on Scribd:
hypochondriasis, intellectual feebleness, and insanity. Two forms of
hereditary alcoholism have been recognized: First, that in which the
disease or defect of the parent is transmitted to the offspring; and
second, that in which the disease or defect is not directly transmitted
to the offspring, but a morbid tendency which manifests itself in
diseases or defects of a different kind.49
49 1. Heredite de similitude, Alcoolisme hereditaire homotype; 2. Heredite de
transformation, Alcoolisme hereditaire heterotype.
1. The appetite for strong drink is frequently transmitted from parents

to the children, just as other traits of the mind or body. Sometimes it
develops early, sometimes late in life; as a rule, however, this
hereditary propensity shows itself at an early age, and is apt to be
intensified at the time of puberty and the menopause. Objections
have been urged against the theory of hereditary alcoholism. Among
these the strongest is perhaps that the taste for drink in the offspring
of alcoholic subjects is the result rather of opportunity and example
than of heredity. The frequency with which alcoholic tendencies
develop themselves in children reared and educated away from their
parents, and the number of cases in which these tendencies show
themselves only at an advanced period of life, long after the
influence of example in childhood has ceased, sufficiently disprove
this assumption. The hereditary influence does not, however,
invariably manifest itself in the desire for drink. On the contrary, not
rarely it consists in feebleness of nervous constitution, characterized
by irritability, want of mental repose, or a restless or vicious
disposition which demands constant excitement. Hence such
individuals, although intellectually well developed, are often scarcely
more than moral imbeciles, in whom the passion for drink may be
replaced by the opium habit, addiction to gaming and to other vices,
and whose career is shaped largely by an inordinate and insatiable
craving for excitement of all kinds. Hereditary alcoholism follows the
laws of heredity in general. The tendency may be transmitted directly
from one generation to another, or may skip one or more
generations, taking in the intermediate periods some different form.
2. The second variety is that in which the symptoms of chronic
alcoholism are manifested in the offspring in the absence of the
direct action of alcohol; that is to say, not the taste for alcohol, but
the results of the gratification of that taste are transmitted, just as
epileptic or hysterical patients may transmit to their offspring epilepsy
or hysteria; thus it is not rare to encounter in the descendants of
alcoholic parents perverted sensation, both general and special,
hyperæsthesia, anæsthesia, flying neuralgias which do not always
follow the course of particular nerves, but frequently affect in a
general way the head or the members or manifest themselves as
visceral neuralgias. These persons are much troubled with headache
from slight causes and with migraine. Nor are disturbances of vision
rare, nor vertigo. Insomnia is also frequent in such individuals, and
augments the other symptoms. Digestive troubles also frequently
occur, notwithstanding a regular and perfectly temperate life. Such
persons are often subject to hallucinations of sight and hearing, and
are liable to have delirium in trifling illnesses.
The second form of hereditary alcoholism manifests itself in a wholly

different manner. The descendants, without a special appetite for
strong drink, and in the absence of the special morbid manifestations
above described, are singularly liable to mental and nervous
diseases of various kinds. Among these convulsions and epilepsy
are especially frequent; hysteria and various forms of insanity also
occur. In this group of cases we find every degree of arrest of
intellectual development, from mere feeble-mindedness to complete
idiocy. As manifestations of the influence of alcoholism upon the
offspring may be cited certain moral peculiarities otherwise
inexplicable, such as are seen in children who at a very tender age
show themselves vindictive, passionate, and cruel, to whom the
sufferings of others afford pleasure, who torment their companions
and torture their pets, and show precocious vicious tendencies of all
kinds. Later in life these persons become lazy, intolerant of
discipline, vagabonds, unstable of character, without the power of
application and without moral sense. Given to drink, defiant of law,
they constitute the great body of tramps, paupers, and criminals. The
children of alcoholic subjects are often feeble and puny, pale, badly
nourished, and curiously subject to morbid influences.
IV. Dipsomania.
Dipsomania, which has also been described under the term

oinomania, is rather a form of insanity than of alcoholic disease. The
characteristic symptoms are, however, in the greater number of
instances, due to indulgence in alcohol. The subjects of this affection
usually belong to families in which insanity, and especially this
particular form of insanity, is hereditary.
There are two forms of dipsomania—the essential and the

symptomatic. Of these, the latter is the more frequent. Its
consideration requires in this connection very few words. It manifests
itself by an irresistible desire on the part of many insane people for
alcohol. It occurs both in the prodromic and in the fully-established
periods of insanity. It is especially common in various forms of mania
and in the prodromic periods of general paralysis. The dominating
influence in essential dipsomania is heredity. Occasional causes
may bring on particular attacks, but their influence is secondary.
Dipsomania cannot be looked upon as a distinct recurrent affection
in an otherwise healthy person. At some period in their lives, and
often long before the occurrence of characteristic paroxysms,
dipsomaniacs show peculiarities indicating defects of mental
organization. Certain symptoms of dipsomania are often mistaken for
its cause. Thus, dyspepsia is more frequently an effect than a cause
of the alcoholic excesses. The despondency, irritability, restlessness,
hysterical manifestations, and insomnia which precede the attack are
not the cause of it: they are its earliest symptoms.
The affection usually begins insidiously and is progressive. As a rule,

although not always, it begins in early adult life. The manifestations
of this disease are essentially intermittent and paroxysmal, but the
impulse to drink must be regarded as a symptom which may be
replaced by other irresistible desires of an impulsive kind, such as
lead to the commission and repetition of various crimes, as the
gratification of other depraved appetites, robbery, or even homicide.
The paroxysms are at first of short duration, and are followed by
return to the previous regular and decent manner of life. They
become, however, by degrees, more violent and more prolonged. At
first lasting for a few days or a week, by and by they extend to
periods of a month or six weeks, the attack wearing itself out, and
recurring with a periodicity sometimes variable and sometimes
constant. In the intervals of these attacks for a considerable time the
patients very often lead sober, chaste, and useful lives. At length,
however, evidences of permanent mental trouble are manifested,
and the case settles into confirmed insanity. The attack is usually
preceded by evidences of mental derangement; the patient becomes
restless and irritable; sleep is irregular and unrefreshing; he
complains of general malaise, and is anxious, troubled by vague
apprehensions. He presently abandons his usual occupations and
gives himself up to disordered impulses, among which alcoholic
excesses are the most frequent and the most easily gratified.
Sometimes the patient passes his time at taverns drinking with all
comers; at others he shuts himself up in a chamber and gratifies his
desire for drink to the most extreme degree alone. Dipsomaniacs not
rarely leave their homes and associates without warning or
explanation, and pass the period of the paroxysm among associates
of the most disreputable character. The desire for drink is gratified at
all costs, and not infrequently they return to their friends without
money and without sufficient clothing, most of it having been sold or
pawned in order to purchase drink. The paroxysm is succeeded by a
period of more or less marked mental depression, during which the
patient not rarely voluntarily seeks admission to some asylum.
The true nature of dipsomania is frequently overlooked. As a

symptom of hereditary insanity it is in striking contrast with the
habitual propensity to drink which occurs in the ordinary alcoholic
subject. The latter seeks occasions to drink. He renews his excesses
not intermittently, but habitually. If in consequence of disgrace or
misfortune or under strong moral suasion he is for a time
abstemious, it is only to renew and to continue his indulgence upon
the first favorable occasion. On the contrary, the true dipsomaniac
recognizes his malady and struggles against it. Even more: for a
time he shows much skill in concealing it. He avoids occasions to
drink, and, reproaching himself for his mad and unreasonable desire,
seeks by every means to overcome his impulse to it. The ordinary
drunkard may become insane because he drinks; the dipsomaniac
drinks because he is insane.50
50 Magnan, Le Progrès médical, 1884.
Dipsomaniacs are apt to manifest precocious or retarded intellectual

development. They are from infancy or childhood especially prone to
convulsive or other paroxysmal nervous phenomena. They are often
choreic, often hysterical. This association with instability of the
nervous system is related to the fact that dipsomania is more
common in women than in men.
DIAGNOSIS.—1. Acute Alcoholism.—The diagnosis of the ordinary

form of acute alcoholism, with the exception of alcoholic coma,
requires no consideration. The diagnosis of alcoholic coma from
profound coma due to other conditions is, in the absence of the
previous history of the case, always attended with difficulty, and is in
certain cases quite impossible. It is therefore of great practical
importance to obtain the history where it is possible to do so. The
odor of alcohol upon the breath is of less positive diagnostic value
than would at first thought appear. In the first place, sympathetic
bystanders may have poured alcoholic drinks down the throat of one
found unconscious, or, in the second place, individuals who have
taken a certain amount of drink may be, and not unfrequently are,
seized with apoplexy in consequence of the excitement thereby
induced. The more common conditions with which alcoholic coma is
confounded are apoplexy from cerebral hemorrhage and narcotic
poisoning, especially opium-poisoning. To these may also be added
uræmic coma and, under exceptional circumstances, sunstroke. In
all these cases the circumstances under which the individual has
been found are of diagnostic importance.
In alcoholic coma the pupils are more commonly dilated than

contracted, the heart's action feeble, the respiration shallow, the
muscular relaxation symmetrical, and the temperature low. There is
a strong odor of alcohol upon the breath.
In apoplexy from cerebral hemorrhage the condition of the pupils will

depend upon the location of the clot. They may be moderately
dilated, firmly contracted, or unequal. The enfeeblement of the
heart's action is, as a rule, less marked than in profound alcoholic
coma. The pulse may be small or full and slow or irregular. It is
usually slow and full. The respiration is often, although not invariably,
slow and stertorous. Not uncommonly, the eyes and also the head
deviate from the paralyzed side. If the coma be not absolute, the
muscular relaxation is unilateral. The temperature is at first slightly
below the normal, but less, as a rule, than in alcoholic coma; after
several hours it rises to or above the normal.
In complete opium narcosis the insensibility is profound; the heart's

action is slow or rapid, but feeble; the respirations slow and shallow
or quiet or stertorous; the face at first flushed, afterward pallid and
cyanosed; the pupils minutely contracted or dilated as death
approaches; and the muscular relaxation complete, with abolition of
reflex movements. In cases of doubt it is important to use the
stomach-pump.
Uræmic coma is apt to be preceded by or alternate with convulsions.

The pupils are more commonly slightly contracted than dilated, but
are without diagnostic significance. The temperature is not elevated;
it may even be low. The face may be pallid, pasty, and puffy, and
there may be general anasarca if the nephritis be parenchymatous.
On the other hand, in interstitial nephritis there is hypertrophy of the
heart, without evidence of valvular disease, and some degree of
puffiness of the lower extremities. In doubtful cases the urine should
be drawn by a catheter and subjected to chemical and microscopical
examination.51 Diabetic coma occurs suddenly without convulsions.
This condition may be suspected when the emaciation is extreme or
upon the recognition of sugar in the urine.
51 The following is the method recommended by Green (Medical Chemistry,
Philadelphia, 1880) for the detection of alcohol in the urine: If its reaction be acid, the
urine is exactly neutralized by potassium acid carbonate. It is then distilled on a water-
bath in a flask or retort connected with a condensing apparatus. When about one-
sixth of the liquid has passed over the distillate will, if alcohol be present, present the
following characteristics: first, the peculiar alcoholic odor; second, a specific gravity
lower than water; third, upon being mixed with dilute sulphuric acid and treated with a
few drops of potassium bichromate solution the liquid becomes green, owing to the
separation of chromic oxide; the odor of aldehyde may at the same time be observed.
This reaction is not characteristic, but may serve to confirm other tests. Fourth, if
dilute alcohol be shaken with an excess of solid and dry potassium carbonate in a
test-tube, the greater part of the water will be appropriated by the potassium
carbonate, and two layers of liquid will be formed. The alcohol constitutes the upper
layer, and if sufficiently concentrated will burn upon the application of a flame. Finally,
a small trace of alcohol may be separated from the urine without difficulty after the
ingestion of alcoholic liquids by means of a good fractionating apparatus. Less than 1
per cent. of alcohol cannot be detected.
Sunstroke is characterized by dyspnœa, gasping respiration,

jactitation, and intense heat of the skin. The pulse varies. It may be
full and labored or feeble and frequent. The face is usually flushed.
The pupils, at first contracted, are afterward dilated. The coma is apt
to be interrupted by transient local or general convulsions.
It is impossible to lay down any rules by which the maniacal form of

acute alcoholism may be at once diagnosticated from acute mania
from other causes. For the characteristics of the convulsive form of
acute alcoholism and those forms which occur in persons of
unsound mind the reader is referred to the descriptions of those
conditions. The diagnosis of acute poisoning by alcohol in lethal
doses can only be established during life by investigation of the
history of the case.
II. Chronic Alcoholism.—The lesions of chronic alcoholism, as has

already been pointed out, are not in themselves peculiar to that
condition. Many of them occur with more or less frequency in morbid
states not induced by alcohol. It is their association and progressive
character which gives to chronic alcoholism its individuality. The
occasional prominence of certain symptoms or groups of symptoms
may thus in particular cases lead to some confusion of diagnosis,
especially where the history is unknown or the habits of the
individual are concealed. In the greater number of cases, however,
the association of symptoms is such as to render the diagnosis, even
in the absence of a direct history, a comparatively easy one.
Chronic alcoholism is a condition rather than a disease—a condition

characterized by varying lesions of the viscera and nervous system,
by profound disturbances of nutrition, and by grave mental and moral
derangements. This fact being recognized, the cardinal error of
diagnosis to be guarded against is that of overlooking the condition
upon which the disease itself with which we have to do depends or is
associated. Congestion, inflammation, sclerosis, and steatosis affect
the various organs of the body and produce their characteristic
symptoms. Profound and lasting disturbances of nutrition demand
our attention. Psychical derangements of all grades, from mere
moodiness to confirmed and hopeless insanity, take place. These
affections must be diagnosticated for themselves here as elsewhere
in clinical medicine. The recognition of the underlying condition can,
however, alone supply the key to their true pathology.
Delirium tremens is occasionally diagnosticated with difficulty from

some forms of insanity not caused by drink. Here transitory and fixed
delusions, not mere terrors and hallucinations, are of importance, not
less than the absence of the varied and complex associations of
symptoms which are characteristic of alcoholism. The delirium of the
acute infectious diseases may be mistaken for delirium tremens.
Pneumonia, typhoid fever, and the exanthemata occasionally begin
with delirium resembling in some respects delirium tremens. Here
the history of the case, the pyrexia, and the general condition of the
patient are sufficient to establish the diagnosis if the danger of error
be borne in mind.
III. Hereditary Alcoholism.—The diagnosis of this condition can only
be established by careful investigation of the family history and
systematic study of the stages of progression by which the morbid
condition presented by the patient has been reached.
IV. Dipsomania.—The diagnostic points are the hereditary

transmission of this or other forms of insanity—the mental instability
of the patient in early life and in the intervals of the paroxysms, the
intermittent or cyclical recurrence of the attack, the morbid impulses
of a different kind associated with the impulse to drink, and the
struggle of the patient against his recurring impulses to
uncontrollable excesses.
PROGNOSIS.—The prognosis in acute alcoholism of the ordinary form

is favorable, so far as the immediate attack is in question. The
prognosis in rapidly-developing, overwhelming coma from enormous
doses of alcohol is in the highest degree unfavorable. Acute coma
from moderate doses usually passes off in the course of some
hours. It occasionally, however, terminates in fatal pneumonia.
The prognosis in delirium tremens of the ordinary form is favorable. It

becomes, however, more and more grave with each recurring attack.
Delirium tremens in patients suffering from advanced disease of the
heart, lungs, liver, or kidneys, or complicated by acute diseases of
these organs, is apt to prove fatal.
The prognosis of chronic alcoholism is gloomy. If the lesions be not

advanced, permanent discontinuance of alcoholic habits may be
followed by restoration of health, but, unfortunately, the
discontinuance is too often merely temporary, the habit being too
strong to be permanently broken off.
The prognosis in hereditary alcoholism is unfavorable, both as

regards the alcoholic habit and as regards the development of
serious diseases of the nervous system under adverse
circumstances, even in the absence of the direct action of alcohol.
The prognosis in dipsomania is unfavorable. The paroxysm may
recur many times without apparent serious result; the patient in the
course of some days or weeks recovers, abandons his evil courses,
and resumes his usual occupations. After a time, however, the
insanity of which the dipsomania is the recurring manifestation
declares itself as a more or less permanent state. The outbreaks
become more frequent and more prolonged, the mental condition in
the intervals progressively more morbid, until the patient lapses by
degrees into confirmed insanity.
The prognosis in all forms of alcoholism, both acute and chronic, is

rendered in a high degree uncertain by the psychical disorders which
characterize so many of its phases. In consequence of some of
these conditions the patient loses at once his appreciation of bodily
dangers and his power to avoid them; by reason of others, to escape
imaginary evils he plunges into real ones; and finally some of them
are of such a nature that they impel him to the blind and unreasoning
commission of the most grievous crimes, including suicide and
homicide.52
52 “I believe that more suicides and combined suicides and homicides result in this
country from alcoholism in its early stages than from any other cause whatsoever” (T.
S. Clouston, Clinical Lectures on Mental Diseases, Am. ed., 1884).
TREATMENT.—The prophylaxis of alcoholism has regard to

communities at large and to individuals. The prevention of the evils
of excess by the control of the sale of drink constitutes one of the
more important objects of state medicine. At the same time, the
traffic in alcohol is curiously evasive of legal enactments. The
difficulties attending the enforcement of sumptuary laws are well
known. Restrictive laws concerning the making and sale of alcoholic
drinks, while partaking of the nature of sumptuary laws are of more
comprehensive character, being obnoxious to powerful commercial
interests and to the sense of personal liberty of large numbers of
persons of all classes. As a result of organized opposition and
individual violation they are to a great extent inoperative as regards
the prevention of alcoholism.
Aside from the question of revenue from taxation, the practical
influence of law is in this matter somewhat limited, being confined
chiefly to the prevention of the sale of liquors to minors and persons
already intoxicated, and to ineffectual attempts in certain countries to
regulate the quality of the drink sold. The penalties for personal
drunkenness which does not lead to overt acts are, as a rule, wholly
inadequate to restrain it. The best results upon anything like an
extended scale have been obtained by the co-operative action of
philanthropic individuals in endeavoring to influence the moral tone,
especially among workingmen, to diminish temptations, and to
provide for leisure hours, in the absence of drink, reasonable
amusements and occupation to occupy the time ordinarily spent in
taverns and similar places.
The decrease in the consumption of alcoholic drinks in the United

States within recent years is doubtless due in part to increasing
popular knowledge concerning the dangers of alcoholic excess and
to the growth of a more wholesome public sentiment. It is, however,
in part also due to poor wages among workingmen.
As regards the individual, prophylaxis against alcoholism consists

either in total abstinence from, or in the most guarded indulgence in,
alcoholic beverages. It is unfortunate that individuals whose moral
and physical organization is such as renders them most liable to
suffer from the consequences of alcohol are by that very fact most
prone to its temptations, and hence contribute largely to the subjects
of alcoholism. These individuals are found among the ignorant, the
very poor, and especially among neurotic subjects of all classes of
society. Due consideration of this fact cannot fail to establish the
responsibility of those fortunately not belonging to these classes, in
two respects: first, that of example; and second, that of personal
restraint from the standpoint of heredity. The influence of heredity
among races addicted to alcohol has not yet attracted the attention it
deserves. It is probable that much of the tolerance for alcohol
exhibited by individuals, families, or even nations, is to be accounted
for by heredity. Still more probable is it that most of the evils and
crimes that befall alcohol-drinking communities and individuals are
due directly or indirectly to the abuse of this agent. No argument
against the indulgence in narcotics can be more potent than that
derived from a consideration of the laws of heredity.
I. The Treatment of Acute Alcoholism.—The medical treatment of

mere drunkenness requires no consideration. The rapid elimination
of alcohol, and the transient nature of its pathological effects in
excesses which are not repeated or prolonged, explain the
spontaneous recovery, which is usually sufficiently prompt and
permanent. The physical suffering and mental distress following
unaccustomed excesses are of salutary influence. Under certain
circumstances a powerful effort of the will is sufficient to control, at all
events for a time, the more moderate effects of alcohol. A similar
result follows the use of cold douches, the Turkish bath, and full
doses of certain preparations of ammonium, particularly the officinal
solution of the acetate of ammonium. In alcoholic stupor of an acute
kind the patient may be left to himself, care being taken that the
clothing is loosened and that the position is such as to prevent local
paralysis from the nerve-pressure. Alcoholic coma, if of moderate
intensity, may be managed in the same way. Profound alcoholic
coma requires, however, more energetic measures. Frictions,
artificial warmth, stimulating enemata, as of turpentine or of hot salt
and water, an ounce to the pint, hypodermic injections of strychnia or
atrophia in minute doses and occasionally repeated, inhalations of
ammonia, and occasional cold affusions, followed by brisk frictions
with warm flannel and faradism of the respiratory muscles, may be
needed to tide over the threatened fatal collapse. The stomach
should be at once washed out with hot coffee.
In the convulsive form of acute alcoholism chloral in twenty-grain

doses, repeated at intervals until sixty grains have been given,
usually serves to arrest, or at all events to moderate, the paroxysm.
It may be administered by the mouth or in double doses by the
rectum. If chloral be inadmissible by reason of weakness of the
circulation, paraldehyde may be substituted in doses of from half a
drachm to one drachm, repeated at intervals of from one to two
hours until quietude is produced. Where the convulsive paroxysms
are of great violence it may be necessary to control them by the
cautious administration of ether by inhalation.
The mania of acute alcoholism calls for energetic management. To

avert injury to the patient himself or to those about him he must be
confined, if practicable, in a suitable apartment in a hospital; if not, in
his own house and carefully watched. Here, as a rule, paraldehyde,
chloral, or large doses of the bromides constitute our most efficient
means of medication.
In all forms of acute alcoholism it is a rule admitting of no exception

to at once withhold alcohol in every form and all doses. If, under
exceptional circumstances, great nervous depression or flagging
circulation seems to call for the use of alcohol in small amounts, it is
far better to substitute other drugs. The frequently repeated
administration of hot beef-tea or rich broths in small doses, with
capsicum and the use of the various preparations of ammonia, or
small doses of opium with or without quinia and digitalis, proves
useful in proportion to the skill and discrimination with which they are
selected and repeated. It is a good plan to commence the treatment
with an active purge.
In the acute collapse following excessive doses—lethal doses—the

stomach is to be immediately emptied by the tube or pump and
washed out with warm coffee. In the absence of the stomach-tube
emesis may be provoked by the use of mustard or sulphate of zinc
or by hypodermic injection of apomorphia. The patient must be
placed in the recumbent posture and surrounded with hot blankets.
The cold douche may be occasionally applied to the head and face,
and the muscles of respiration may be excited to action by faradism.
Artificial respiration and friction of the extremities may also be
required. Inhalations of ammonia may be used. The flagging heart
may be stimulated by occasionally tapping the præcordia with a hot
spoon—Corrgan's hammer. Hypodermic injections of digitalis may
also be employed. Overwhelming doses of alcohol, leading promptly
to collapse, usually prove fatal despite all treatment.
II. The Treatment of Chronic Alcoholism.—Whatever may be the
prominence of particular symptoms or groups of symptoms, whether
they indicate derangement of the viscera, of the nervous system, or
of the mind, whatever their combination, the fundamental therapeutic
indication in chronic alcoholism is the withdrawal of the poison. The
condition is directly due to the continuous action of a single toxic
principle: its relief when practicable, its cure when possible, are only
to be obtained by the discontinuance of that poison. This is a matter
of great, often of insurmountable, difficulty. The obstacles are always
rather moral than physical. Occasional or constant temptation, the
iron force of habit, the malaise, the faintness, the craving of the
nervous system, and, worse than all, the enfeebled intellectual and
moral tone of the confirmed drunkard, stand in the way. Even after
success seems to have been attained, and the patient, rejoicing in
improved physical health and in the regained companionship and
consideration of his family and friends, feels that he is safe, it too
often happens that in an unguarded moment he yields to temptation
and relapses into his old habits. A patient of the writer, after seven
years' abstinence from drink, again became its victim in
consequence of the incautious suggestion of a young medical man,
met at a summer hotel, to take brandy for some transient disorder,
and died after eight months of uncontrollable excesses. It is
necessary to guard the patient against the temptation to drink. To
secure this he may he sent as a voluntary patient for a length of time
to a suitable institution, or, still better, he may place himself under the
care of a conscientious, clear-headed country doctor in a sparsely-
settled region, preferably in the mountains or at the seaside. The
malaise, depression, insomnia, and other nervous symptoms when
of moderate degree are best treated by abundance of nutritious and
easily-assimilable food, taken often and in moderate amounts. To
this end gastro-intestinal disturbances may be practically
disregarded, except in so far as they regulate the selection of a
highly nutritious diet. As a matter of fact, in the early periods of
chronic alcoholism, while visceral lesions of a grave character are
yet absent, appetite and digestion alike improve in the majority of
cases upon the withdrawal of alcohol, provided a sufficiently
abundant and easily assimilable dietary is insisted upon. Grave
visceral lesions characterize a more advanced alcoholic cachexia
and necessarily complicate the treatment. Nevertheless, even here
the indication is the withdrawal of the poison. The nervous symptoms
require special medication. The whole group of tonics, from simple
bitters to quinia and strychnia, is here available. It is impossible to
lay down rules for the treatment of particular cases except in the
most general manner. In the absence of conditions calling for special
treatment, such as gastritis, hepatic or pulmonary congestion, fatty
heart, etc., good results follow the frequent administration of small
doses of quinia and strychnia; thus, the patient may take one grain of
quinia six or eight times a day, or a little gelatin-coated pill containing
1/200–1/100 of a grain of strychnia every hour during the waking day,
amounting in all to one-twentieth, one-tenth, or one-fifth of a grain in

the course of twenty-four hours. This treatment is often followed by
the relief of tremor, the quieting of nervous irritability, and the
production of good general results. The malaise, the general
depression, and especially the sinking feeling at the pit of the
stomach so often complained of by patients, are best relieved by
food. Fluid extract of coca is also useful in these conditions. The
value of cocaine in the management of the nervous symptoms of
chronic alcoholism, and in particular as a temporary substitute for
alcohol, is doubtful. The writer, having used it in a number of cases
by the mouth and hypodermically in doses of ¼–1 grain, has had
variable results. In some cases it temporarily relieved the craving
and concomitant symptoms; in others it failed wholly: in one instance
one-fourth of a grain was followed by great nervous depression. It is
desirable not to inform the patient of the nature of the remedy,
especially if its use be followed by good results, lest the cocaine
itself supplant alcohol as an habitual narcotic. Cold or tepid
sponging, the occasional hot bath at bedtime, and the Turkish bath
are useful adjuvants to the treatment. As a rule, opium is
contraindicated. Sleep often follows the administration of a cupful of
hot broth or milk at bedtime. Lupulin is here useful, and the writer
has come to regard an ethereal extract of lupulin in doses of from
one to three grains as a valuable and harmless hypnotic. If
necessary, hypnotic doses of chloral or paraldehyde may be used,
but care is required in their administration, and their early
discontinuance is advisable. If anæmia be profound, chalybeate
tonics do good, and among the preparations of iron pills of the dried
sulphate with carbonate of potassium (Blaud's pills) are especially
useful.
The obesity of drunkards, as a rule, diminishes on the withdrawal of

alcohol. Under circumstances of partial or complete abstinence from
drink measures to reduce the weight of such patients are wholly
inadmissible.
In conditions characterized by failure of mental power, in beginning

dementia or threatened insanity, the syrup of the hypophosphites,
the compound syrup of the phosphates, or cod-liver oil should be
administered. These remedies are likewise useful in various forms of
alcoholic paralysis, as are also faradism and galvanism employed
secundum artem. The various forms of alcoholic insanity require
special treatment, only to be had in institutions designed for the care
of patients suffering from mental diseases in general.
Whilst it is desirable in the treatment of all forms of chronic

alcoholism to secure the permanent discontinuance of the alcoholic
habit, the skill, judgment, and experience of the physician must
determine the degree of rapidity with which this, when practicable, is
to be done. The number of cases in which alcohol can be
discontinued at once and finally is limited; those in which it can be
wholly given up in the course of a few days constitute the largest
proportion of the cases; finally, in a small number of cases alcohol
can only be withdrawn cautiously and by degrees.53 Whilst it is in
most cases essential to remove the patient from his customary
surroundings and companionships, it is in the highest degree
important to provide for him mental occupation and amusement. To
this end a wholesome open-air life, with sufficient daily exercise to
induce fatigue, is highly desirable, as indeed is the companionship of
interested and judicious friends.
53 It must be borne in mind that in chronic alcoholism acute maladies of all kinds,
including traumatism, both accidental and surgical, act as exciting causes of delirium
tremens. The part played by the abrupt diminution or withdrawal of alcohol under such
circumstances is often an important one. It is the opinion of the writer that a certain
amount of alcohol should be administered for a time at least in the accidental injuries
and acute sicknesses of alcoholic subjects, and that the reduction should be gradually
made.
The Treatment of Delirium Tremens.—The patient should be

confined in a large, well-aired apartment, without furniture except his
bed, and when practicable he should have a constant attendant. The
favorable influence of a skilful nurse in tranquillizing these patients is
very great. The custom of strapping them to the bed by the wrists
and ankles is to be deprecated. If the case be a mild one, and
especially during convalescence, open-air exercise in the sunshine
with an attendant is of benefit; care must, however, be taken to
guard against the danger of escape.
Under no circumstances should visitors be permitted to see the

patient. In young persons the treatment may be preceded by an
active saline or mercurial purge. In elderly persons, those suffering
from cachectic conditions, or in cases characterized by marked
debility and feeble circulation—conditions frequent in persons who
have had repeated attacks—it is not desirable to purge. Alcohol
should be either wholly withdrawn or more or less rapidly diminished.
It must be replaced by abundant food in the form of concentrated
broths or meat-extracts. In cases of vomiting these must be given
hot and in small doses frequently repeated. Bitter infusions may also
be given, or milk or equal parts of milk and Vichy water. If there be
thirst, the effervescent waters may be given freely. Patients often
drink with satisfaction and apparent benefit hop tea, which may be
made simply with water or with equal parts of water and porter.
The medicinal treatment will depend to a large extent upon the

peculiarities of the case. In mild cases a combination of the watery
extract of opium in small doses, not exceeding a quarter of a grain,
with quinia and digitalis, repeated every four or six hours, is often
useful. Although the view once entertained that the graver symptoms
were the result of prolonged sleeplessness is no longer tenable, the
induction of sleep, or at all events of mental and physical repose, is
among the more important therapeutical indications. For this purpose
hypnotic doses of opium are not only not desirable, but are even, in
the majority of instances, attended with danger. The sleep which
follows repeated and increasing doses of opium in delirium tremens
has too often terminated in coma deepening into death. As
calmatives, extract of cannabis indica, hyoscyamus, or the fluid
extract of piscidia are useful. As hypnotics, the bromides, chloral,
and paraldehyde yield, in the order here given, the best results. The
bromides are better in large single doses than in small doses often
repeated, better in combination than singly. Chloral, either by the
mouth or by the rectum, in doses of from twenty to forty grains, is
often followed by beneficial sleep. It is contraindicated where the
heart's action is much enfeebled. Paraldehyde, in doses of half a
drachm to one drachm, repeated at intervals of two or three hours
until sleep is induced, is still more efficient. This drug may be
administered without the fear of its exerting a depressing influence
upon the heart. The depression characteristic of grave delirium
tremens may be combated by repeated small doses of champagne
or by carbonate of ammonium in five- or ten-grain doses; the
vomiting, by withholding food and medication by the mouth, and
giving them for some hours wholly by the rectum or hypodermically.
Excessive restlessness is sometimes favorably influenced by cold
affusion, followed by brisk friction and warm blankets with continuous
artificial heat. The cold pack has proved useful.
Digitalis may be employed, ex indicatione symptomatica, but the

enormous doses of tincture of digitalis used by the late Jones of
Jersey and others are here mentioned only to be condemned.
To sum up, the chief indications for treatment are complete isolation,
the withdrawal of alcohol, abundant, readily assimilable, nutritious
food, and control of the reflex excitability of the nervous system.
III. Hereditary Alcoholism.—The treatment of the vicious propensities

of the descendants of alcoholic parents does not fall directly within
the province of the physician. It is among the most difficult problems
of education. The recognition of the cause of evil traits manifested in
childhood and youth may do something to avert dangers commonly
unsuspected. All things considered, the outlook is not hopeful. The
recognition, on the part of the physician, of the influence of
hereditary alcoholism in cases of arrested development, feeble
organization, or declared disease of the nervous system will perhaps
do less to aid his treatment in many cases than to reconcile him to its
want of full success. The cry of warning is to those who are eating
sour grapes that the teeth of their children will be set on edge.
IV. Dipsomania.—The general indications for the treatment of

dipsomania are two: first, the management of the paroxysm; second,
the control of the general condition itself.
First, then, during the paroxysm the patient must be saved, in so far
as is possible, from the danger of injuring himself or others and from
squandering his property. If the excesses are of such a degree as to
render it practicable, the same treatment must be carried out as in
cases of acute alcoholic mania and delirium tremens—namely,
confinement in a suitable apartment under the care of an
experienced nurse and the control of the doctor. Unfortunately, this
plan is not always practicable in the early days of the outbreak. Here
tonics, coca, and repeated small doses of quinia and strychnia are of
advantage. Courses of arsenic at the conclusion of, and in the
intervals between, the paroxysms are of use, on account of the
excellent influence they exert on the general nutrition. These may be
advantageously alternated with iron, cod-liver oil, and the compound
syrup of the phosphates or of the hypophosphites. Hydrotherapy
may also be used with advantage, and the influences of a well-
regulated hydropathic establishment are much more favorable than
those of institutions specially devoted to the treatment of alcoholic
subjects. In the latter the moral atmosphere is apt to be bad; the
patients support each other, and too often conspire to obtain in
secret that which is denied them openly, or, if the discipline be too
strict for this, they sympathize with each other in their restraint, react
unfavorably upon each other in the matter of shame and loss of self-
respect, and plot together to secure their liberty.
Few dipsomaniacs in the earlier periods are proper subjects for
treatment in hospitals for the insane. If cerebral excitement or
sleeplessness persist after the paroxysms, chloral, paraldehyde, or
the bromides in large doses may be used to secure sleep. Various
combinations of the bromides are often of use where the single salts
fail. It must not be forgotten that during the paroxysm there is great
danger lest the patient do himself or others harm. When there are
indications of an impending attack, and during the period of
depression following the attacks, benefit is derived from the daily use
of bitter infusions. As a matter of fact, however, the management of
these cases is among the most unsatisfactory of medical
undertakings. The difficulty is increased by the latent character of the
mental disorder in the intervals between the attacks. Even when
such patients voluntarily enter hospitals for the insane, they cannot
be retained there sufficiently long to derive any permanent benefit.
What we want is, in the words of Clouston, “an island where whiskey
is unknown; guardianship, combined with authority, firmness,
attractiveness, and high, bracing moral tone; work in the open air, a
simple natural life, a return to mother Earth and to Nature, a diet of
fruits, vegetables, bread, milk, eggs, and fish, no opportunity for one
case to corrupt another, and suitable punishments and deprivations
for offences against the rules of life laid down. All these continued for
several years in each case, and the legal power to send patients to
this Utopia for as long a period as medical authority determines, with
or without their consent.”
THE OPIUM HABIT AND KINDRED AFFECTIONS.

PDF An Insight Into Mergers and Acquisitions A Growth Perspective Vinod Kumar Ebook Full Chapter

Uploaded by

Copyright:

Available Formats

You might also like

PDF An Insight Into Mergers and Acquisitions A Growth Perspective Vinod Kumar Ebook Full Chapter

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

PDF An Insight Into Mergers and Acquisitions A Growth Perspective Vinod Kumar Ebook Full Chapter

Uploaded by

Copyright:

Available Formats

An Insight into Mergers and

Acquisitions: A Growth Perspective

Strategic Decisions and Sustainability Choices:

Mergers and Acquisitions from A to Z Andrew J. Sherman

Mergers and acquisitions basics the key steps of

Mergers Acquisitions and Other Restructuring Activities

Artificial Intelligence and Data Mining for Mergers and

Global Mergers and Acquisitions, Volume II: Combining

Mergers Acquisitions and Other Restructuring Activities

Emerging Challenges in Mergers and Acquisitions 1st

VINOD KUMAR &

ISBN 978-981-13-5828-9 ISBN 978-981-13-5829-6 (eBook)

Cover credit: Image—fotyma/iStock/Getty Images Plus

This book provides an insight into the phenomenon of mergers and

(a) Detailed real-life valuation case studies.

New Delhi, India Vinod Kumar

Dr. Vinay Dutta and Dr. Ambrish (Fore School of Management),

We are extremely grateful to the staff of SGND College and Rattan

Dr. Vinod Kumar

1 Introduction to Merger, Acquisition,

2 Motives of M&A and Deal Synergies 31

3 M&A Process and Defensive Strategies 45

4 Deal Structuring and Financing 61

6 Accounting for Mergers and Acquisition 107

7 Performance Evaluation of M&A 123

8 Regulatory Insights for M&A in India 135

9 Overview of Select M&A Deals 161

10 Why Mergers and Acquisitions Fail? 183

11 Case Discussions of Mergers and Acquisitions 197

Dr. Vinod Kumar is M.Com. M.Phil., Ph.D. DBF (ICFAI), AFP

Dr. Priti Sharma is an astute researcher, trainer, and academician. She

Fig. 1.1 Mergers and acquisitions (M&As) since 2007

Fig. 9.4 Financials with user base data (Source https://www.

Table 1.1 Different merger waves in the USA 14

Introduction to Merger, Acquisition,

© The Author(s) 2019 1

brownfield projects. For example, in 2010, Fortis Hospitals acquired

Fig. 1.2 Growth and corporate restructuring

entities come together to achieve a common goal, for fulfilling either

1. Combination through merger(or)

1.2.1.1 Combination Through Merger

acquirer company to take advantage of the brand image of the acquired

1.2.1.2 Combination Through Acquisition/Purchase

1.3 Types of Mergers and Acquisitions

1.3.1 Horizontal Merger

Horizontal mergers help companies achieve economies of scale, increase

1.3.2 Vertical Merger

• Reliance Industries Ltd. slew of activities from foraying into

1.3.3 Co-generic Merger

1.3.4 Conglomerate Merger

1.3.5 Domestic Merger

The acquisition of Air Sahara by Jet Airways in 2007 is the perfect

1.3.6 Inbound Merger

1.3.7 Outbound Merger

1.3.8 Friendly Takeover

1.3.9 Hostile Takeover

directly. Acquisition of Zandu Pharmaceuticals Ltd. by Emami Ltd. in

1.3.10 Leveraged Buyout

(a) Detailed real-life valuation case studies.

1. Combination through merger(or)

1.2.1.1 Combination Through Merger

1.2.1.2 Combination Through Acquisition/Purchase

1.3 Types of Mergers and Acquisitions

1.4 Other Forms of Corporate Restructuring

1.4.12.1 Delhi Aviation Fuel Facility Pvt. Ltd

1.5 Historical Developments of Mergers