CROSS BORDER MERGER AND ACQUISITION AND TAKEOVER DEFENSES

This project provide you with description of what is M&A, about its factors, challenges and development with respect to Cross Border. It also talks about Defense Takeover, types of takeover and different types of tactics used for defense takeover. This basically summarises Cross border merger and acquisition as well as defense takeover with a very basic pointers.

1. CROSS BORDER ACQUISITION AND MERGER, TAKEOVER DEFENSES

2. MERGER Company A and Company B are willing to come together co-equal basis. ACQUISITION Company A buys Company B's stock in order to have mnaagement control. WHAT IS A MERGER AND ACQUISITION?

3. WHAT IS CROSS BORDER M&A? It's cross border transaction where legal barriers are more complex and the business culture is wide. FOR A BASIC CONCEPT: It's an international "marriage" between two companies to form a "family" where the two parties will bee equally responsible for the finance and the management strategies. The two parties will share the profits and losses acccordingly.

4. FACTORS TO BE CONSIDERED Imposition caps  Relevant information disclosure and reporting Complex tax structures  Costlier and complex Expenses and compliance Political challenges and government interference

5. EFFECTS OF CROSS BORDER M & A CAPITAL BUILD UP CAPITAL CREATION TECHNOLOGY HANDOVER

6. Political concerns Cultural Challenges Legal Considerations Tax and Accounting considerations Due diligence ISSUES AND CHALLENGES

7. Horizontal M&As Vertical M&As Conglomerate M&As Outlined, motives underlay the cross border M&As CROSS-BORDER MERGER AND ACQUISITION MOTIVES

8. FOREIGN DIRECT INVESTMENT MOTIVE INTANCIAL MOTIVE STRATEGIC MOTIVE FURTHER IMPORTANT MOTIVES

9. TYPES OF CROSS BORDERS Inward cross border M&A Outward cross border M&A

10. IN RELATION WITH CROSS BORDER MERGERS AND ACQUISITIONS GROWTH OF ECONOMY OPERATING SYNERGY TRENDS INTERNATIONAL GROWTH

11. BENEFITS OF CROSS BORDER M&A ELEVATION IN CAPITAL GENERATION OF EMPLOYMENT OPPORTUNITIES TECHNOLOGY EXCHANGE

12. CASE STUDY TATA MOTORS' ACQUISITION OF JAGUAR AND LAND ROVER What was the deal between Tata and JLR? Why did Tata go for JLR? What were thee benefits gained by Tata Motors? Was it a disadvantage for Tata Motors?

13. TAKEOVER BID TYPES OF TAKEOVER BID FRIENDLY TAKEOVER HOSTILE TAKEOVER REVERSE TAKEOVER BACKFLIP TAKEOVER

14. TAKEOVER DEFENSE Takeover defenses include all actions by managers to resist having their firms acquired. Attempts by target managers to defeat outstanding takeover proposals are overt forms of take- over defenses. Resistance also includes actions that occur before a takeover offer is made which make the firm more difficult to acquire.

15. RATIONALE FOR RESISTANCE MANAGERS BELIEVE THE FIRM HAS HIDDEN VALUES MANAGERS BELIEVE RESISTANCE WILL INCREASE THE OFFER PRICE MANAGERS WANT TO RETAIN THEIR POSITIONS

16. STRATEGIES OF TAKEOVER DEFENSE PAC-MAN DEFENSE WHITE KNIGHT GOLDEN PARACHUTES

17. PAC-MAN DEFENSE The Pac-Man defense is a defensive tactic used by a targeted firm in a hostile takeover situation. In a Pac-Man defense, the target firm then tries to acquire the company that has made a hostile takeover attempt.

18. WHITE KNIGHT A white knight is a hostile takeover defense whereby a friendly company purchases the target company instead of the unfriendly bidder. While the target company still loses its independence, the white knight investor is nonetheless more favorable to shareholders and management. A white knight is just one of several strategies that a company can employ to try to avert a hostile takeover.

19. GOLDEN PARACHUTE Golden parachutes are lucrative severance packages inked into the contracts of top executives that compensate them when they are terminated. In addition to large bonuses and stock compensation, golden parachutes may include ongoing insurance and pension benefits. The practice is controversial as poorly performing or short-lived CEOs and other top executives can get paid large sums for little or poorly perceived work.

20. STRATEGIES OF TAKEOVER DEFENSE THE CROWN JEWEL STRATEGY BUYBACK STRATEGY SHARK REPELLENTS POISON PILL DEFENSES JUST SAY NO! ADJUSTMENTS IN ASSETS AND OWNERSHIP STRUCTURE

21. ADJUSTMENTS IN ASSETS AND OWNERSHIP STRUCTURE CONSIDERATION TO OTHER BIDDER VETO VOTE OF MANAGEMENT DILUTING THE BIDDER'S VOTE PERCENTAGE

22. THE CROWN JEWEL STRATEGY The target company spins off its major attractive assets to specially formed for that purpose. EX. Birla's hostile take over of L&T

23. BUYBACK STRATEGY Buyback of shares from acquirer or shareholder at a premium. The repurchase skews the distribution of remaining shareholders towards a more expensive pool.

24. SHARK REPELLENT MACARONI DEFENSE SUPER MAJORITY PROVISION STAGGERED BOARD OF DIRECTORS

25. Poison Pill is a strategy used by target company to avoid hostile takeovers completely or atleast slow down aquiring process, by making it expensive and unattractive. POISON PILL

26. REFUSAL TO TRANSFER OF SHARES IT TAKES PLACE WHEN BOARD OF DIRECTORS REFUSE TO TRANSFER OF SHARES.

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