SCHOOL OF LAW, NARSEE MONJEE INSTITUTE OF

MANAGEMENT STUDIES, BANGALORE

Mergers and acquisitions in the global marketplace:

Investigating current trends, challenges and future implication

Name : 1) Himanshu Goyal (81022019485)

2) Parv Bakliwal (81022019567)

Subject: Finance 1V

Submitted to: Professor. Sujay Shekhar

Course: BBA.LLB (H) 2nd Year

Date: 30th April 2022

 ACKNOWLEDGEMENT

I would like to express my special thanks of gratitude to my teacher Professor Sujay

Shekhar who gave me the golden opportunity to do this wonderful project on the research
paper, on the topic Mergers and acquisitions in the global marketplace:
Investigating current trends, challenges and future implications
which also helped me in doing a lot of Research and came to know about so many new things
I am really thankful to them. Secondly, I would also like to thank my parents and friends who
helped me a lot in getting the responses for the questionnaire within the limited time frame.
I am overwhelmed in all humbleness and gratefulness to acknowledge to all those who have
helped me to put these ideas, well above the level of simplicity and into something concrete. I
would like to thank the respondents who helped me a lot in gathering different information,
collecting data and guiding me from time to time in making this project, despite of their busy
schedules, they gave me different ideas in making this research paper fulfil its objectives.
 INDEX

PARTICULARS PAGE NO.

Abstract

Introduction

Objectives

Methadology

Review Of Literature

Main Body Of The Paper/ Argument

Hypothesis

Case Study

Conclusion

References
 ABSTRACT

This research paper focuses on one topic: Mergers and acquisitions in the global marketplace:
Investigating current trends, challenges and future implications. Merger and Acquisition had
been the most popular means of inorganic expansion of companies over the years. It is
extensively used for restructuring the business organizations. Companies undertake mergers
and acquisitions based on strategic business motivations that are, in principle, economic in
nature. This research study attempts to evaluate the impact of pre and post financial
performance of the acquirer companies.
 INTRODUCTION

Globally, the corporate sector is restructuring its operations through various types of
consolidation strategies such as mergers and acquisitions in order to meet the challenges
posed by the new pattern of globalisation, which has resulted in greater integration of
national and international markets. With the deregulation of numerous government
regulations, the intensity of such operations is growing. The Indian government's reform
initiative, which began in 1991, has altered the operation and governance of Indian
enterprises, resulting in the adoption of various development and expansion plans by
corporate firms. These reforms have created a slew of new obstacles, both domestically and
internationally. During this process, Indian firms face challenges from both domestic and
foreign rivals, who might arise from anywhere on the world. Due to rising competition in the
global market, Indian firms have turned to mergers and acquisitions as a key strategic
decision. Since 2000, merger and acquisition (M&A) activity has expanded dramatically.
Prior to the 1990s, Indian businesses were subjected to a rigorous regulation system. This
resulted in the haphazard expansion of Indian business firms during that time period. Since
1991, the government's reform effort has affected the running and governance of Indian
firms, resulting in the adoption of various development and expansion strategies by corporate
enterprises. Mergers and acquisitions (M&As) have become a typical occurrence in that
process. Mergers and acquisitions are not a new phenomenon in the Indian economy.
Companies have utilised M&As to develop in the past, and now, Indian corporate
organisations are emphasising on core competency, market share, global competitiveness,
and consolidation. The entry of international rivals has sped the process of refocusing even
further. Historically, mergers and acquisitions have followed a cyclical pattern. The patterns
in mergers and acquisitions in India have shifted throughout time. The immediate
consequences of mergers and acquisitions have also been different throughout the Indian
economy's many sectors.
It is evident that both sides of an M&A transaction would have different opinions about the
value of a target firm: the seller wants to value the company at the highest price feasible,
while the buyer wants to pay the lowest price possible.

However, there are several valid approaches to evaluate a company. The most frequent
valuation strategy is to compare a target firm to similar companies in the same industry,
although dealmakers use a range of additional methodologies and tools when evaluating a
target company. Here are a few examples:

 Two of the various comparison indicators on which purchasing corporations may base their
offers are as follows:

 P/E Ratio (Price-Earnings Ratio)

An acquiring business makes an offer that is a multiple of the target company's
earnings using this ratio. Looking at the P/E multiples for all companies in the same
industry group will provide the acquiring business a solid idea of what the target's P/E
multiple should be.

 EV/Sales (Enterprise-Value-to-Sales Ratio)

Using this ratio, the purchasing business makes an offer as a multiple of revenues,
while keeping in mind the price-to-sales ratios of competing companies in the
industry.

 Replacement Cost
In very few situations, acquisition is predicated on the cost of replacing the target
firm. For the purpose of simplicity, assume that a company's worth is simply the sum
of its equipment and labour expenses. The purchasing corporation can essentially
command the target to sell at that price, or it will develop a competition for the same
cost. Naturally, it takes time to put together a solid management team, purchase land,
and obtain the necessary equipment.

 Discounted Cash Flow (DCF)

It is an important valuation method in mergers and acquisitions. A discounted cash
flow analysis assesses a company's present value based on its expected future cash
flows. Forecasted free cash flows (net income + depreciation/amortization capital
expenditures change in working capital) are discounted to present value using the
company's weighted average costs of capital.
 OBJECTIVE OF STUDY

 To examine the current trends, challenges, future implications and difficulties related
in mergers and acquisitions, with a focus on India.

 To determine the impact of mergers and acquisitions, as well as the causes of merger
and acquisition failure.
 METHODOLOGY

The Company selected for the study would be for the period for which the Merger and
Acquisition happened in the period 2007-2008 and 2020-2021. The acquiring company
selected for study are Indian companies. Secondary data for 3 years period for pre-merger
and post-merger would be taken for analysis. Ratios giving information on operating
efficiency considered for study.
 REVIEW OF LITERATURE

 Marina Martynova, Sjoerd Oosting, and Luc Renneboo (2007) investigated the long-
term profitability of corporate takeovers and discovered that both acquiring and target
companies significantly outperformed the median peers in their industry prior to the
takeovers, but the combined firm's profitability decreased significantly following the
takeover. However, when controlling for the performance of the control sample of
comparable firms, the decline became negligible.

 According to Raymond No (2002), 60-80 percent of all mergers are financial failures
when judged by their potential to outperform the stock market or provide profit
growth.

 Anne Freedma (2002), Those findings are backed up by an A.T. Kearney research,
which found that 58 percent of mergers fail to meet their declared objectives.

 Suh-Kyung Yoo (2001) discovered that a survey of 1,000 businesses found that more
than two-thirds of them failed.

MERGER AND ACQUISITION IN INDIA

Mergers and acquisitions are two of the most common types of company restructuring.
Mergers and acquisitions have existed in India since the post-independence period. However,
due to the Industrial Development and Regulation Act of 1951, the FERA Act, and the
MRTP Act, relatively few mergers and acquisitions took occurred in India prior to the 1990s.
With the 1890s, especially after deregulation in 1991, there was a significant increase in
domestic and worldwide competition. This results in a large wave of mergers and
acquisitions. Takeover cases began only in 1996, and since then, this technique of M&A has
grown in popularity. From April 1998 to March 2008, the Tata Group completed 126 mergers
and acquisitions. The number of transactions increased dramatically in 1999, with 1453
transactions compared to only 172 in 1998.
Due to the worldwide financial crisis, the number of transactions fell by 22%, 2%, and 24%
in the years 2000, 2007, and 2008. From 2000 to 2008, the number of mergers and
acquisitions (M&A) decreased. The trends in Indian M&A, which increased rapidly between
2003 and 2007, with a compounded annual growth rate of 95 percent at $70 billion. Though it
fell during the 2008 global financial crisis, it quickly recovered to reach a new high of $50
billion by 2010. The robust telecom sector, which saw progressive growth post-liberalization
with innovative regulatory support, recorded the highest M&A activity during the year with
an aggregate of $14.6 billion investment, fuelled by the acquisition of Hutch Essar by
Vodafone and Tata tele buying the NTT DoCoMo of Japan.
The oil and gas industry led the charge with $11.2 billion (Reliance Natural) and the
pharmaceutical sector with $6.24 billion. This demonstrated not just India Inc's desire to go
worldwide, but also the importance of M&A as a crucial instrument of company strategy for
survival and growth. In 2010, there was a significant shift in the mindset of Indian
corporations that relooked at M&A as one of their primary development strategies. In 2010,
Indian corporations were involved in a record number of M&A transactions, including both
cross-border and local operations. 283 of these acquisitions, whose announcements disclosed
the transaction value, totalled a staggering $ 65.9 billion, a considerable increase over 2009,
which saw a total of 413 M&A deals.
Manufacturing firms were the most active dealmakers in 2010, with JSW Steel purchasing a
controlling 42 percent share in I spat Industries. M&A activity declined significantly in 2010,
as multinational corporations were wary about spending resources in the first six months of
the fiscal year. In terms of outbound M&A, Indian firms encountered substantial hurdles in
raising funding – both locally and worldwide – to fund their acquisition intentions in FY
2010. The tough macroeconomic climate exacerbated value concerns and hampered
acquisition close time.
 MAIN BODY OF THE PAPER/ ARGUMENT

MERGER AND ACQUISITION IN INDIA : CURRENT TRENDS

 With a rising number of Indian enterprises opting for mergers and acquisitions, India is
currently one of the world's leading nations in terms of mergers and acquisitions. Among the
several Indian industries that have resorted to mergers and acquisitions in recent years are
telecom, finance, FMCG, building materials, car industry, and steel industry. In the last
several years, the mergers and acquisitions landscape in India has shifted dramatically.
Mergers and acquisitions of international firms by Indian corporations are the newest trend in
the Indian corporate sector. Behind the shifting environment of mergers and acquisition
trends in India are several major elements such as dynamic attitude of Indian entrepreneurs,
buoyancy in the economy, favourable government policies, more liquidity, and so on. The IT
and ITES sectors are already dominating in the worldwide market. Other Indian industries are
following the same tendencies. The increased engagement of Indian firms in the global
corporate sector has encouraged merger and acquisition operations in India.
The following reasons may have contributed to the observed behaviour and pattern of M&A
activity throughout the period:
I. The process of reorganising Indian industry did not begin immediately following
liberalisation. The industrial slowdown since 1996 has reduced profit margins of
Indian business organisations, forcing them to reorganise their operations to attain
increased competitiveness. As a result, firms have sought to expand and consolidate
through mergers and acquisitions (M&As).
II. The recession in the industrial sector was exacerbated in 1997-98, with a poor rate of
growth of just 4.1 percent (lowest after 1992-93). The slowdown was caused by
decreased agricultural production and depreciated capital markets during the previous
few years, which led in a depletion of investible money for industry.
 India ranks as the 6th largest purchaser and 5th seller in the Asian region whereas China
was the 3rd largest purchaser as well as seller in 2006.

ISSUES FACED

1. Deal Structure- Three choices subsist for organizing an exchange:

o stock buy,
o resource deal, and
o merger.
The acquirers along with object have challenging legitimate security and deliberation inside
every other opportunity. It is essential on the way to perceive and tackle matter issues while
fixing a meticulous arrangement structure. Certain essential deliberations recognizing with
bargain arrangement are:
o transferability of obligation,
o outcast authoritative assent necessities,
o investor endorsement, and
o charge outcomes

2. Escrows and Earn-outs- The memo of goal ought to unmistakably demonstrate any possibility
to the instalment of the value tag in an exchange, with several escrow with several acquire
out. The reason for an escrow is to give response to an acquirer into the occasion there are
 ruptures of the portrayals as well as guarantees prepared through the objective or else ahead
the event of some different occasions. Despite the fact that escrows are paradigm in M&A
exchanges, the provisions of an escrow are able to change altogether.
3. Representations and Warranties- The acquirer will be determined to anticipate that complete
understanding should incorporate itemized portrayals and guarantees by the objective as for
such issues as power, capitalization, licensed innovation, charge, fiscal reports, consistence
through regulation work ERISA and matter agreements. It is basic for the objective and
objectives guidance to audit these portrayals cautiously on the grounds that breaks can
speedily fetch about reimbursement alleges from the acquirer. The revelation plans which
represent special cases on the way to the portrayals ought to be viewed as the objectives
“protection approach” and ought to be as point by point as could reasonably be expected.

4. Object Identification- Object repayment engagements are in every case profoundly haggled in
several M&A swap. One of the fundamental concerns to be determined is the object to
facilitate kind of reimbursement matters will be apex at the escrow total. In certain examples
all matters may be topped at the escrow.

5. Timing Issues- Regarding any exchange, the gatherings should survey long haul lead things
as quickly as time permits. For instance, the gatherings should finish an investigation to
decide if Hart- Scott-Rodina recording determined and requested to be completed along with,
provided that this is true, when such documenting will be finished (at times it is documented
later than the letter of goal is implemented yet is frequently documented upon the
implementation of authoritative understanding). Despite the fact that 30-day wavier up period
can be deferred. A subsequent potential lead thing is deciding whether any outsider
notification or assents (as auxiliary portrayed over) will be obligatory also the procedure
through which such notification or assents will be prepared.

CHALLENGES FACED

1. Working in a Global Environment- The merger and acquisition are generally and mostly done
between the companies having headquarters in different countries. This complicates the
transfer of practice as managers generally assume that their knowledge is best and applies
universally and they forget to realize that performance drivers vary from culture to culture.
2. Language Barrier- The communication between the employees is seen as the biggest
challenge. As the merged companies are from different countries and language used among is
different and when such different companies come together the employees seems to restrict
them from interacting. Employees of different cultures must be given adequate education
about other language prior so that the communication between workforces can be imposed
efficiently.

3. Strategic Planning– Regularly HR experts are not adequately engaged with the assessment of
target organizations before bargains are agreed upon. On the off chance that they are not
members in the improvement of a M&A methodology and the screening of ability and culture
at an early stage, they should play look up some other time on, fixing issues that may have
been maintained a strategic distance from had they been included at first.

4. Planning Integration- A major challenge is to ensure that the new business entity is not
affected by the M&A’s activities. And scrutinize employee’s performance to ensure that
customer requirements continue to be met. Integration planning and operation should begin
before time as feasible before the deal closes.

FUTURE IMPLICATIONS
India is becoming a popular location for mergers and acquisitions. This also means that it is
now more sensitive to the global economic scenario's impulses and uncertainties. It is now
regarded as the lifeblood of Indian industry, and it need continued support and consistency to
guarantee that it continues to grow in the next years.

India has to focus on refining procedures and boosting the ease of conducting business
abroad, as well as the legalities involved. Although mergers and acquisitions in India, as well
as the structure that supports them, are still in their infancy, the country's economy is large
enough to attract global investment.

The number of mergers and acquisitions has been increasing, especially in the
pharmaceutical, FMCG, finance, telecom, automotive, and metals industries. Liberalization,
favourable government policies, economic changes, the need for investment, and the dynamic
attitude of Indian firms were all factors that contributed to this rapid expansion of mergers
 and acquisitions in India. Almost every area has been opened up to foreign investors to
varying degrees, attracting this market and allowing industries to develop.

LANDMARK CASES

A. Telenor, Airtel and Tata Tel : Airtel acquired Telenor in February 2017, to create a combined
database of 315 million subscribers. Later in October 2017, Tata Teleservices decided to
merge with Airtel for the same reason. These mergers were a result of competition with Jio as
well as the Vodafone and Idea merger. Airtel would take over Telenor’s India outstanding
payments of approximately Rs. 1.7 crore for spectrum and other operational contacts along
with 44 million customers and employees. In October, 2017, Airtel proposed to buy Tata
Tele’s consumer mobile business on a cash-free, debt-free basis, which would help it add
revenue and subscriber market share and give access to 4G airwaves in the 850Mhz band,
thus making it more competitive against Jio and a combined Vodafone-Idea. The merger
proposal has received the approval of the Competition Commission of India. Airtel’s
acquisition of Tata Tele’s mobile business needs clearance from SEBI, NCTL and DoT
whereas Telenor India purchase needs approvals from NCLT and DoT.

B. Axis Bank and Free charge : In July 2017, the country’s third largest private sector lender
Axis Bank announced the acquisition of digital payment company Free Charge from
Snapdeal for Rs. 385 crore and in all-cash transaction. The deal was roughly 340 million
USD cheaper from what Snapdeal had paid to acquire Free Charge. Snapdeal had bought
Free Charge in April, 2015, for an estimated 400 million USD. “Free Charge has been in a
free fall since 2018 as the company was unable to keep up with the rivals like the cash rich
Paytm. The transaction could turn out to a value addition for Axis Bank given most
traditional banks have not been able to become prime players in the mobile wallets segment”.
Also, the acquisition gives Axis Bank access to about 52 million mobile wallet holders of
Free Charge users as well as about 150 to 200 professionals. For the Financial Year 2017,
Free Charge has GMV of INR 7 thousand crore along with 23 crore transactions.
C. Flipkart And eBay : In April, 2017, the Flipkart group raised 1.4 billion USD from global
technology major’s eBay, Tencent and Microsoft and announced the merger with the Indian
arm of eBay. eBay has made cash investment of 500 million USD and sold its business to
Flipkart in exchange of an equity stake in Flipkart. It had been earlier speculated that
Snapdeal and Flipkart, had been negotiating a merger for five months, which ultimately fell
through. The companies will also partner to leverage opportunities in cross-border trade,
aimed in facilitating expansion into the global ecommerce market. As per the agreement,
Flipkart customers will get expanded product choices with the wide array of global inventory
available on eBay while eBay customer will have access to a more unique Indian inventory
from Flipkart seller. Flipkart will continue to operate eBay as an independent entity.

D. Flipkart And Myntra : The biggest and mainly recognized acquisition of the year. The seven-
year aged Bangalore profiled familial e-retailer acquired the accessible fashion portal for
unrevealed money in May 2014. Industry analysts and insiders consider it was a $300 million
or Rs 2,000 crore arrangement. “Flipkart co-founder Sachin Bansal forced that aforesaid
transaction was a “completely different acquisition story” as it was not “driven by distress”,
suggesting to a profusion of diminutive e-commerce players either having wound up or been
bought over in the past two years. Mutually, cooperation’s leader declared, they were aiming
“one of the largest e-commerce stories”.

E. Tata Steel and Corus : “Tata Steel is one of the chief Indian’s steel companies and the Corus
is Europe’s second largest steel company. In 2007, Tata Steel’s acquired European steel key
Corus for the price of $12.02 billion, creating the Indian company, the world’s fifth-largest
steel producer. Tata Sponge iron, which was a low-cost steel producer in the fast-developing
province of the world which was a high-value product manufacturer in the region of the
world challenging value products. The acquisition was proposed to give Tata steel access to
the European markets and to attain potential synergies in the areas of manufacturing,
procurement, R&D, logistics, and back-office operations”.
 HYPOTHESIS

Several mergers and acquisitions benefits are ranging from increased markets access and
reduced market competition to improved performance and lower production costs makes
consolidation a lucrative and appealing opportunity for businesses for the points hypothesis:

 Access to the Best Talent

One of the most pressing challenges for firms seeking to thrive in the market is talent
acquisition. The recruiting business is well aware that famous names attract competent
individuals. As a result, the larger the organisation, the greater its access to the greatest
available personnel. This tendency may be seen in businesses ranging from manufacturing to
technology and services.

 Availability of Resources
Acquisition can occasionally enhance access to products, suppliers, and physical resources
for businesses in the same industry. For example, one company may buy or combine with one
of its suppliers in order to enhance production cycles and ensure access to crucial
commodities.

 Risk diversification portfolio diversification

Mergers and acquisitions enable businesses to distribute risk across many revenue sources by
diversifying their goods, services, and prospects. If one revenue stream fails, the company
will still be able to operate since it has numerous other income streams to fall back on. The
corporation can assure long-term sustainability by diversifying its risks.
  Facility Cost-Effective Alternatives
Mergers and acquisitions are a more cost-effective option than starting from scratch. Setting
up manufacturing centres, purchasing gear and equipment, constructing storage facilities, and
establishing distribution lines are all expensive. It is more cost-effective to combine with
another firm that already has the necessary infrastructure. Furthermore, the transaction will
provide all of the other merger and acquisition benefits that will help to the growth of the
organisation.
CASE STUDY

1. Merger And Acquisition of Indian Bank & Allahabad Bank

According to an RBI notification dated March 28, 2020, when the two banks merged, all
branches of Allahabad Bank will become branches of Indian Bank. On April 1, Allahabad
Bank ceased operations in its existing form and legally merged with Indian Bank.
"We heartily welcome Allahabad Bank's personnel and clients to the Indian Bank flip,"
Padmaja Chunduru, Managing Director and CEO of Indian Bank, remarked. They assured
everyone that the bank would give top-notch goods and services to all of its customers. They
admired both banks' storied history, which provided them with a solid base on which to serve
our clients across India.
She went on to say that both creditors have a lengthy history that dates back to the American
Revolution. With a combined history of 113 and 155 years, Indian Bank and Allahabad Bank
will merge to form a single entity with strong financial stability and countrywide
accessibility, with 6,000+ branches, 4,800+ ATMs, 43,000+ staff serving 120 million+
clients and a commercial combined value of over Rs 8 trillion.
 As shown in the above Figure, by the bank's amalgamation, gross advances, deposits
branches, and Provisioning Coverage Ratio (PCR) have increased positively and is good for
the economy.
Challenges

 Decision-making process: It is expected that banks undergoing mergers would face a

delay in making top-level decisions as senior executives put all options on hold,
resulting in a reduction in loan distribution across the network.

 Territorial Cohesion: There is a lack of territorial harmony between the merged banks
during the merger and acquisition process. In three of the four consolidation cases, the
merged banks serve just one region of the country. Nonetheless, the bank's
geographical reach is widened with the merger of Allahabad Bank (which operates in
the East and North) and Indian Bank (which works in the South).

 Economic System Slowdown: The strategy is sound. The timing, on the other hand,
isn't quite perfect. Private expenditure and investment are on the wane, and the sector
has already begun to stagnate. As a result, there is a pressing need to stimulate the
economy and increase credit flow in the short term, and this action will suffocate that
liquidity.
  Poor Banks: A complicated merger with a poorer and underperforming Public Sector
Bank would stymie the bank's relief efforts because the deficiencies of one bank could
be passed on to the combined company, making it weaker.

Post-Merger
 Allahabad Bank shareholders to lose 25% post-merger with Indian Bank
 Swap ratio of the merger
 Condition of the anchor bank and the zombie bank
 Position of the Indian Bank
 Project Sangam
 Indian bank has assets of Rs 8.07 lakh crore post-merger becoming 7th largest PSB
Employment
 The synergy benefits
 Benefits for the Customers
 Human resources

Banking order (Largest to Business in Lakhs of crore Market Share in %

Smallest) Rupees

Indian Bank + Allahabad 8.08 3.5

Bank
 CONCLUSION

Mergers and acquisitions procedures have grown dramatically in the modern business
environment. This process has been thoroughly established in order to renovate the
commercial relations. In India, the concept of mergers and acquisitions is genuine and is
being implemented by government agencies. Some significant fund-related organisations
took critical steps to rebuild India's commercial sector by approving mergers and acquisitions
agreements. Since 1991, India's fiscal transition has unleashed and brought about a variety of
issues in both domestic and international circles. Due to the intense competition in the global
market, the Indian association has decided to pursue mergers and acquisitions as a critical
strategic decision. The mergers and acquisitions pattern in India has revolutionised
everything.
The mergers and acquisitions pattern in India has evolved during its existence. The
immediate effects of mergers and acquisitions have also varied across various sectors of the
Indian economy. Until now, the incidence of Indian business innovative obtaining overseas
ventures was uncommon. Mergers and acquisitions performance is keen for the means
position in the expansion of a corporation. The repayment of M&A transactions that are
genuinely produced and maintained for the long-term growth strategy. Clearly, the efficiency
of M&A is dependent on the Board's strategy, the flexibility of the intervention era, and the
interests of the parties, but they may achieve the goal if they are properly prepared with the
goal of completing mergers and acquisitions successfully.

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