Meaning ďƒźCorporate restructuring refers to the changes in ownership, business mix, assets mix and alliances with a view to enhance the shareholder value.
ďƒźHence, corporate restructuring may involve ownership restructuring, business restructuring and assets restructuring.
Forms of Corporate Restructuring 1) Merger or Amalgamation Merger or amalgamation may take two forms: •
In merger, there is complete amalgamation of the assets and liabilities as
well as shareholders’ interests and businesses of the merging companies. There is yet another mode of merger. Here one company may purchase
another company without giving proportionate ownership to the shareholders’ of the acquired company or without continuing the business of the acquired company.
Forms of Corporate Restructuring (cont..) Forms of Merger (1) Horizontal Merger Acquisition of a company in the same industry in which the acquiring firm competes increases a firmâ€™s market power by exploiting
(2) Vertical Merger Acquisition of a supplier or distributor of one or more of the firmâ€™s goods or services
(3) Conglomerate Merger Acquisition by any company of unrelated industry
Forms of Corporate Restructuring (cont..) ď‚— Acquisition may be defined as an act of acquiring effective
control over assets or management of a company by another company without any combination of businesses or companies. ď‚— A substantial acquisition occurs when an acquiring firm
acquires substantial quantity of shares or voting rights of the target company.
Forms of Corporate Restructuring (cont..) Takeover – The term takeover is understood to connote hostility. When an acquisition is a ‘forced’ or ‘unwilling’ acquisition, it is called a takeover. A holding company is a company that holds more than half of the nominal value of the equity capital of another company, called a subsidiary company, or controls the composition of its Board of Directors. Both holding and subsidiary companies retain their separate legal entities and maintain their separate books of accounts.
Motives of Corporate Restructuring Limit competition. Utilise under-utilised market power. Overcome the problem of slow growth and profitability in one’s own industry. Achieve diversification. Gain economies of scale and increase income with proportionately less investment. Establish a transnational bridgehead without excessive start-up costs to gain access to a foreign market
Motives of Corporate Restructuring (Cont..) Utilise under-utilised resources–human and physical and managerial skills. Displace existing management. Circumvent government regulations. Reap speculative gains attendant upon new security issue or change in P/E ratio. Create
opportunism, empire building and to amass vast economic powers of the company.
Legal Procedures for merger and acquisition
Legal Process of Merger & Acquisition
Process (Contâ€Ś) Approval of Merger
Sanction by High Court
Information to stock Exchange
Shareholders & Creditors meeting
Approval of Board of Directors
Application in High Court
Process (Contâ€¦) Filing of Court Order
Transfer of Assets & Liabilities
Payment By cash or Securities
Methods of Valuation Discounted Cash flow Method
In order to apply DCF technique, the following
information is required: • Estimating Free Cash Flows
Revenues and expenses Cor.tax and depreciation: Working capital changes
Estimating the Cost of Capital Terminal Value
Calculation of financial synergy (1) Pooling of Interests Method: In the pooling of interests method of accounting, the balance sheet items and the profit and loss items of the merged firms are combined without recording the effects of merger. This implies that asset, liabilities and other items of the acquiring and the acquired firms are simply added at the book values without making any adjustments.
Calculation of financial synergy (cont..) Company X
After merger both balance sheet will be combined is called pooling of interest method
Calculation of financial synergy (cont..) (2) Purchase Method Under the purchase method, the assets and liabilities of the acquiring firm after the acquisition of the target firm may be stated at their exiting carrying amounts or at the amounts adjusted for the purchase price paid to the target company.
If you paid for the company X Rs. 100 than the value of firm is equal to Firm value = Total Assets â€“ total liabilities
So share capital is shown at Rs.100. and Rs.50 is shown as capital premium
Divestiture A divestment involves the sale of a company’s assets, or product lines, or divisions or brand to the outsiders. It is reverse of acquisition.
Motives: Strategic change Selling cash cows Disposal of unprofitable businesses Consolidation Unlocking value
Strategic Alliance â€œA strategic alliance is a voluntary, formal arrangement between two or more parties to pool resources to achieve a common set of objectives that meet critical needs while remaining independent entities.â€?
Joint Ventures ď‚— A joint venture (JV) is a business agreement in which
parties agree to develop, for a finite time, a new entity and new assets by contributing equity. They exercise control over the enterprise and consequently share revenues, expenses and assets ICICI GROUP INDIA
Sell-off ď‚— When a company sells a part of its business to a third party, it is
called sell-of. ď‚— It is a usual practice of a large number of companies to sell-off
to divest unprofitable or less profitable businesses to avoid further drain on its resources. ď‚— Sometimes the company might sell its profitable but non-core
businesses to ease its liquidity problems.
Spin-off When a company creates a new company from the
existing single entity, it is called a spin-of. The spin-off company would usually be created as a subsidiary. Hence, there is no change in ownership. After the spin-off, shareholders hold shares in two different companies.
Employee Stock Ownership ď‚— An employee stock ownership plan (ESOP) is an employee-
owner scheme that provides a company's workforce with an ownership interest in the company. In an ESOP, companies provide their employees with stock ownership, often at no cost to the employees. Shares are given to employees and may be held in an ESOP trust until the employee retires or leaves the company. The shares are then sold. ď‚— E.g. First company introduce ESOP is Inforsys.
Leverage Buy-out (LBO)
A leveraged buy-out (LBO) is an acquisition of a company in which the
acquisition is substantially financed through debt. When the managers buy their company from its owners employing debt, the leveraged buy-out is called management buy-out (MBO). The following firms are generally the targets for LBOs:
High growth, high market share firms
High profit potential firms
High liquidity and high debt capacity firms
Low operating risk firms
The evaluation of LBO transactions involves the same analysis as for mergers
and acquisitions. The DCF approach is used to value an LBO.
Restructuring is the common management term for the act of change the legal, ownership, operational, or other structures of a company for t...