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We have been learning about the companies coming together to from another
company and companies taking over the existing companies to expand their
business.
With recession taking toll of many Indian businesses and the feeling of
insecurity surging over our businessmen, it is not surprising when we hear about
the immense numbers of corporate restructurings taking place, especially in the last
couple of years. Several companies have been taken over and several have
undergone internal restructuring, whereas certain companies in the same field of
business have found it beneficial to merge together into one company.
All our daily newspapers are filled with cases of mergers, acquisitions, spin-
offs, tender offers, & other forms of corporate restructuring. Thus important issues
both for business decision and public policy formulation have been raised. No firm
is regarded safe from a takeover possibility. On the more positive side Mergers &
Acquisition’s may be critical for the healthy expansion and growth of the firm.
Successful entry into new product and geographical markets may require Mergers
& Acquisition’s at some stage in the firm's development. Successful competition in
international markets may depend on capabilities obtained in a timely and efficient
fashion through Mergers & Acquisition's. Many have argued that mergers increase
value and efficiency and move resources to their highest and best uses, thereby
increasing shareholder value. .
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WHAT IS MERGER?
• Cash, or
WHAT IS ACQUISITION?
Acquisition in general sense is acquiring the ownership in the property. In
the context of business combinations, an acquisition is the purchase by one
company of a controlling interest in the share capital of another existing company.
Methods of Acquisition:
An acquisition may be affected by
a) Agreement with the persons holding majority interest in the company
management like members of the board or major shareholders commanding
majority of voting power;
b) Purchase of shares in open market;
c) To make takeover offer to the general body of shareholders;
d) Purchase of new shares by private treaty;
e) Acquisition of share capital through the following forms of considerations
viz. Means of cash, issuance of loan capital, or insurance of share capital.
Takeover:
The purpose for an offeror company for acquiring another company shall be
reflected in the corporate objectives. It has to decide the specific objectives to be
achieved through acquisition. The basic purpose of merger or business
combination is to achieve faster growth of the corporate business. Faster growth
may be had through product improvement and competitive position.
1. To improve its own image and attract superior managerial talents to manage
its affairs;
2. To offer better satisfaction to consumers or users of the product.
Mergers and acquisition are pursued to obtain the desired level of integration
between the two combining business houses. Such integration could be operational
or financial. This gives birth to conglomerate combinations. The purpose and the
requirements of the offeror company go a long way in selecting a suitable partner
for merger or acquisition in business combinations.
Types of Mergers
Merger or acquisition depends upon the purpose of the offeror company it
wants to achieve. Based on the offerors’ objectives profile, combinations could be
vertical, horizontal, circular and conglomeratic as precisely described below with
reference to the purpose in view of the offeror company.
The following main benefits accrue from the vertical combination to the
acquirer company i.e.
(a) Consumers
The economic gains realized from mergers are passed on to consumers in the
form of lower prices and better quality of the product which directly raise their
standard of living and quality of life. The balance of benefits in favour of
consumers will depend upon the fact whether or not the mergers increase or
decrease competitive economic and productive activity which directly affects the
degree of welfare of the consumers through changes in price level, quality of
products, after sales service, etc.
1. The first mega merger in the Indian banking sector that of the HDFC Bank with
Times Bank, has created an entity which is the largest private sector bank in the
country.
2. The merger of the city bank with Travelers Group and the merger of Bank of
America with Nation Bank have triggered the mergers and acquisition market in
the banking sector world wide.
3. Europe and Japan are also on their way to restructure their financial sector
thought merger and acquisitions. Merger will help banks with added money
power, extended geographical reach with diversified branch Network, improved
product mix, and economies of scale of operations. Merger will also help banks
to reduced them borrowing cost and to spread total risk associated with the
individual banks over the combined entity. Revenues of the combine entity are
likely to shoot up due to more effective allocation of bank funds. ICICI Bank
has initiated merger talks with Centurian Bank but due to difference arising
over swap ration the merger didn’t materialized. Now UTI Bank is egeing
Centurian Bank. The proposed merger of UTI Bank and Centurian Bank will
make them third largest private banks in terms of size and market Capitalization
State Bank of India has also planned to merge seven of its associates or part of
its long-term policies to regroup and consolidate its position. Some of the
Indian Financial Sector players are already on their way for mergers to
strengthen their existing base.
4. In India mergers especially of the PSBS may be subject to technology and trade
union related problem. The strong trade union may prove to be big obstacle for
the PSBS mergers. Technology of the merging banks to should complement
each other NPA management. Management of efficiency, cost reduction, tough
competition from the market players and strengthing of the capital base of the
banks are some of the problem which can be faced by the merge entities.
Mergers for private sector banks will be much smoother and easier as again that
of PSBS.
THE BANKING SCENARIO HAS BEEN CHANGING AT FAST PLACE.
Bank traditionally just borrower and lenders, has started providing complete
corporate and retail financial services to its customers
2. Atms ,Phone banking and Net banking had enable the customer to transact as
per their convince customer can now without money at any time and from any
branch across country as certain their account transaction, order statements of
their account and give instruction using the tally banking or on online banking
services.
Public announcement:
3. Timings of announcement:
4. Contents of announcement:
Public announcement of offer is mandatory as required under the SEBI
Regulations.
Procedure of Bank Merger
➢ Before deciding on the merger, the authorized officials of the acquiring bank
and the merging bank sit together and discuss the procedural modalities and
financial terms. After the conclusion of the discussions, a scheme is prepared
incorporating therein the all the details of both the banks and the area terms and
conditions.
➢ After the Board approval of the merger proposal, an extra ordinary general
meeting of the shareholders of the respective banks is convened to discuss the
proposal and seek their approval.
➢ After the board approval of the merger proposal, a registered valuer is
appointed to valuate both the banks. The valuer valuates the banks on the basis of
its share capital,market capital, assets and liabilities, its reach and anticipated
growth and sends its report to the respective banks.
➢ Once the valuation is accepted by the respective banks , they send the
proposal along with all relevant documents such as Board approval, shareholders
approval, valuation report etc to Reserve Bank of India and other regulatory bodies
such Security & exchange board of India (SEBI for their approval.
➢ The request for merger can emanate from banks registered under the same
State Act or from banks registered under the Multi State Co-operative Societies Act
(Central Act) for takeover of a bank/s registered under State Act. While the State
Acts specifically provide for merger of co-operative societies registered under
them, the position with regard to take over of a co-operative bank registered under
the State Act by a co-operative bank registered under the CENTRAL
➢ Although there are no specific provisions in the State Acts or the Central Act
for the merger of a co-operative society under the State Acts with that under the
Central Act, it is felt that, if all concerned including administrators of the
concerned Acts are agreeable to order merger/ amalgamation, RBI may consider
proposals on merits leaving the question of compliance with relevant statutes to the
administrators of the Acts. In other words, Reserve Bank will confine its
examination only to financial aspects and to the interests of depositors as well as
the stability of the financial system while considering such proposals.
Chapter 10: Amalgamation of Urban Banks
Chapter 11: Information & Documents to be furnished by BY THE
ACQUIRER OF BANKS
2. Copies of the reports of the valuers appointed for the determination of realizable
value of assets (net of amount payable to creditors having precedence over
depositors) of the acquired bank.
3. Information which is considered relevant for the consideration of the scheme of
merger including in particular:-
A. Annual reports of each of the Banks for each of the three completed
financial years immediately preceding the proposed date for merger.
B. Financial results, if any, published by each of the Banks for any period
subsequent to the financial statements prepared for the financial year immediately
preceding the proposed date of merger.
I. Tier I Capital
Ii. Tier II Capital
Iii. Risk-weighted Assets
Iv. Gross and Net npas
V. Ratio of Tier I Capital to Risk-weighted Assets
Vi. Ratio of Tier II Capital to Risk-weighted Assets
Vii. Ratio of Total Capital to Risk-weighted Assets
Viii. Tier I Capital to Total Assets
Ix. Gross and Net npas to Advances
X. Cash Reserve Ratio
Xi. Statutory Liquidity Ratio
B. The information and documents on which the values have relied and
the extent of the verification, if any, made by the values to test the accuracy of such
information
C. If the values have relied upon projected information, the names and
designations of the persons who have provided such information and the
extent of verification, if any, made by the values in relation to such information
5.Such other information and explanations as the Reserve Bank may require.
Chapter 6: Mergers in the Banking Sector
ICICI Bank
INTRODUCTION
Corporation of India) is India's largest private bank. ICICI Bank has total
assets of about Rs.20.05bn (end-Mar 2005), a network of over 550 branches
and offices, and about 1900 atms. ICICI Bank offers a wide range of banking
products and financial services to corporate and retail customers through a
variety of delivery channels and through its specialized subsidiaries and
affiliates in the areas of investment banking, life and non-life insurance,
venture capital and asset management. ICICI Bank's equity shares are listed
Mumbai and the National Stock Exchange of India Limited and its
adrs are listed on the New York Stock Exchange (NYSE). During the year
2005 ICICI bank was involved as a defendant in cases of alleged criminal
practices in its debt collection operations and alleged fraudulent tactics to
sell its products.
The industrial Credit and Investment Corporation of India Limited now known as
ICICI Ltd. Was founded b the World bank, the Government of India and
representatives of private industry on January 5, 1955. The objective was to
encourage and assist industrial development and investment in India. Over the
years, ICICI has evolved into a diversified financial institution. ICICI’s principal
business activities include:
➢ Project Finance
➢ Infrastructure Finance
➢ Corporate Finance
➢ Securitization
➢ Leasing
➢ Deferred Credit
➢ Consultancy services
➢ Custodial services
The ICICI Groups draws its strength from the core competencies of its
individual companies. Today, top Indian Corporate look towers ICICI as a business
partner for providing solutions to their varied financial requirements. The Group
also offers a gamut of personal finance solutions to individuals. To lead the
financial services into the new millennium, the Group is now truly positioned as a
Virtual Universal Bank. The liberalization of the Indian economy in the 1990s
offered ICICI an opportunity to provide a wide range of financial services. For
regulatory and strategic reasons, ICICI set up specialized subsidiaries in the areas
of commercial banking, investment banking, non- banking finance, investor
servicing brooking, venture capital financing and state level infrastructure
financing.
ICICI plans to focus on its retail finance business and expect the same
to contribute upto 15-20 % of its turnover in the next five years. It is trying to
change the perception that it is a corporate oriented bank. The bank hard selling its
image as a retail segment bank has for the first time come up with an advertisement
that addresses its products at the individual. This is to drive home the point that the
bank has product and services catering to all individuals. For this purpose the
network of ICICI Bank shall come into use. The parent plants to sell its products
and also raise retail funds through the banking subsidiary.
Mr. K.V. Kamath, CEO of ICICI Limited, has recently voiced the intentions
of ICICI Limited towards banking and ICICI Bank. ICICI Limited is endeavoring
to forge a closer relationship with ICICI bank. Mr. K V Kamath recently quoted in
a leading daily “Banking is dead. Universal banking is in offering with a whole
range of financial products and services. The basic idea is for banks to do business
along with “banking”. Bankers will have to emerge as businessmen.”
ICICI Bank is a focused banking company coping with the changing times
of the banking industry. So it can be a lucrative target for other player in the same
line of operations. However, when merged with ICICI Limited the attraction is
reduced manifold considering the magnitude of operations of the ICICI limited.
Of course, one would still need a bank to open letters of credit, offer
guarantees, handle documentation, and maintain current account facilities etc. So
banks will not superfluous. But nobody needs so many of them any more.
Secondly, besides credit, a customer may also want from a bank efficient
cash management, advisory services and market research on his product. Thus the
importance of fee based is increasing in comparison with the fund-based income.
The World bank the Government of India and representatives of Indian industry
form ICICI Limited as a development finance institution to provide medium-term
and long-term project financing to Indian businesses in 1955.
• 1999 ICICI becomes the first Indian company and the first bank or
financial institution from non-Japan Asia to list on the NYSE.
• 2002 The Boards of Directors of ICICI and ICICI Bank approve the
merger of ICICI, ICICI Personal Financial Services Limited and
ICICI Capital Services Limited, with ICICI Bank. After receiving all
necessary regulatory approvals, ICICI integrates the group's financing and
banking operations, both wholesale and retail, into a single.
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