MERGER ACQUISITION AND CORPORATE RESTRUCTURING

MODULE 7

CONTENTS
1.

2.
3. 4. 5. 6. 7.

TAKEOVER TYPES HOSTILE TAKEOVER APPROACH TAKEOVER DEFENSES FINANCIAL DEFENCIVE MEASURE COERSIVE OFFERS AND DEFENSE ANTI TAKEOVER AMENDMENTS POISON PILL DEFENCE

TAKEOVER

Takeover may be defined as a transaction or series of transactions whereby an individual or group of individual or company acquires control over the management of the company by acquiring equity shares carrying majority voting power

KINDS OF TAKEOVER.

Friendly

Takeovers: Hostile takeover:

Friendly Takeovers:

In a friendly takeover, the acquirer will purchase the controlling shares after thorough negotiations and agreements with the seller.

The takeover bid is finalised with the consent of majority of shareholders of the target company
This form of purchase is also called as consent takeover.

Hostile takeover:
A person seeking control over a company, purchases the required number of shares from non-controlling shareholders in the open market. This method normally involves purchasing of small holdings of small shareholders over a period of time at various places. As a strategy, the purchaser keeps his identity secret. These takeovers are also referred to as violent takeover.

Stages of Hostile takeover:

There are three stages in hostile takeovers.

First Stage: In the first stage, the management of the acquirer company starts accumulating shares of a target company. Second Stage: In the second stage, the management of the acquirer company has to disclose to the statutory authorities his acquisition of shares and its move comes into limelight in the stock market. Third Stage: In the third stage, the management of the acquirer enters into bidding war and the shareholders decide whether the existing management stays or the new owner would control the company.

Defensive Measures in Hostile Takeovers:

Shark Repellents Supermajority Provision Stand Still Agreements Fair Price Amendment Targeted Repurchase of Stock Greenmail Pac - Man

CONTD
White Knight Yellow Knight Gray Knight Black Knight White Squire Macaroni Defense Litigation

CONTD..
Poison Pill Sandbag Golden Parachute Silver and Tin Parachutes Dual Capitalization Scotched Earth Measures Crown Jewels

THANK YOU
FACULTY: LEENA GURUPRASAD
SUBMITTED IN RESPECT OF PARTIAL FULLFILLMENT OF MACR INTERNAL MARKS BY:
1. 2. 3. 4. 5.

ARUN KUMAR U KANISHKA K MADHU MN GURUPRASAD BHATT ABHAY SATISH