M&A Magazine

Antitrust laws play an important role in ensuring that corporate transactions such as Mergers & Acquisitions have the benefit of competitive prices and quality of goods and services. The antitrust laws accomplish these goals by promoting and fostering competition in the marketplace and preventing anticompetitive mergers and business practices. In the last 20 years, virtually every developed nation in the West has created a sophisticated legal system to deal with restrictive agreements, abuse of market power and notification and regulation of mergers and acquisitions that pose a threat to competition. Overview of US and EU laws: The antitrust laws of the US and the EU address almost identical sets of anti-competitive practices and combinations, but they slightly differ with criteria of assessment and means of enforcement. While the US antitrust law aims for maximum diffusion of competition, the EU law aims at the diffusion of competitive power tempered by cooperation. The tw

Hindustan Media Ventures Limited (HMVL) is one of India’s leading print media companies with its distribution spread across Delhi-NCR, Uttar Pradesh, Uttarakhand, Bihar and Jharkhand. Incorporated in July 9, 1918 under the Indian Companies Act, 1913, the company is engaged in the printing and publishing of the flagship Hindi newspaper ‘Hindustan’, which is the second largest daily of India, based on total readership. It holds the leading position in Uttarakhand, Bihar and Jharkhand and ranks second in UP and Delhi. HMVL also publishes two Hindi magazines ‘Nandan’ and ‘Kadambini’. The equity shares of the company are listed on BSE and NSE, the market capitalization of the company on BSE is Rs 1,659 Crores.  The scheme deems the transaction for HVML as strategic fit but it may be better utilisation of surplus cash. India Education Services Private Limited (IESPL) incorporated in October 2011 is engaged in the business of providing all types of academic and non-academic services i

SONA KOYO STEERING SYSTEMS LIMITED (SKSS) is a manufacturer of steering systems in the passenger car and utility vehicle market in India, catering to passenger cars, utility vehicles and light commercial vehicles. SKSS has operations across India through its 7 plants (2 plants in Gurgaon, 3 plants in Dharuhera, 1 plant in Chennai and 1 in Sanand). The customers of the SKSSL include Maruti Suzuki and several global automakers, including Toyota, Tata Motors, Mahindra & Mahindra, Honda, Renault Nissan and Ford. The Equity Shares of the SKSS are listed on the BSE and NSE. Currently, the company is also engaged in business of column type electric power steering through joint venture with JTEKT and business of JKT for column type EPS, Manual Steering through joint Venture with Fuji Kiko. JTEKT Corporation (JTEKT) is a limited liability listed company under the laws of Japan. The company focuses on four major product technologies: bearings, steering systems, driveline components a

Strides Shasun Ltd (Stride), is a vertically integrated global pharmaceutical company headquartered in Bangalore. Stride has four business verticals, viz., regulated markets, merging markets, institutional business and active pharmaceutical ingredients. Stride has a global foot print spread across 85 countries. Shares of the company is listed on BSE and on NSE. Currently, the company has a market cap of Rs 9,100 crore (approx.) Sequent Scientific Ltd (Sequent) is an integrated pharmaceutical company with a global footprint, operating in the domains of animal health active pharmaceuticals ingredients and formulation, human active pharmaceuticals ingredients, and analytics services. The equity shares of Sequent are listed on BSE and on NSE. Currently, it has a market cap of Rs 2,985.77 crore (approx.) Solara Active Pharma Sciences Ltd (Solara) is a public limited company incorporated on February 23, 2017, with the objective of undertaking the business of manufacturing, produ

Magma Fincorp Limited (“Magma”) is a non-deposit taking non-banking finance company (NBFC), registered with the Reserve Bank of India (RBI) as an Asset Finance Company. The Company, having started operations over two decades back, currently having a market cap of Rs. 3,600 crores (approx.) and is listed on the Bombay Stock Exchange Limited and the National Stock Exchange in India. Magma ITL Finance Limited (MITL) is an unlisted public company and a wholly owned subsidiary of Magma carries out the business of tractor financing. The Company is registered with the Reserve Bank of India as non-deposit taking Non- Banking Financial Company under section 45-IA of the Reserve Bank of India Act, 1934.  Transaction Overview Amalgamation of MITL with Magma Fincorp with an appointed date of 1 st October 2017. MITL being wholly owned subsidiary of Magma, no new shares will be issued in course of merger. Share capital Table 1: Share capital as on appointed date (All Figs. in Rs.

In order to make government-owned general insurance companies profitable and achieve economies of scale, finance minister Arun Jaitley in this year's budget announced a plan to merge three insurers – National Insurance, United India Insurance and Oriental Insurance. The other company New India Assurance, which is the largest state-owned general insurance company in the country, will remain as it is as it is already listed in the bourses. However, if the proposed merger goes through, the combined entity will be much bigger than New India Assurance both in terms of premium collections and assets under management. According to data from Insurance Regulatory and Development Authority of India (IRDAI), gross direct premium (within and outside India) of New India Assurance was Rs 21,598 crore in FY17. The company accounted for 16.5% of the gross direct premium of non-life insurers including standalone health insurers in FY17. In contrast, the gross direct premium of the three c

MPS Limited (“MPS”), a listed pure-play publishing services company, provides platforms and services for content creation, full-service production, and distribution to the world’s leading publishers, learning companies, corporate institutions, libraries, and content aggregators. The Group is powered by 2,800 employees based across its five operations and technology centres in India (Noida, Gurugram, Dehradun, Bengaluru, and Chennai), and its five offices in the US (New York, Orlando, Durham, Effingham, and Portland). The company was established as an Indian subsidiary of Macmillan (Holdings) Limited in 1970. In 2011, the company was acquired by ADI BPO Services Limited from Macmillan (Holdings) Limited, led by Mr. Nishith Arora. THE TRANSACTION The Board of Directors of MPS Limited (“ Transferee Company ”) approved the amalgamation of ADI BPO Services Limited (“Transferor Company” or “ADI BPO”) into the Transferee Company . Before the amalgamation, Transferor Company will de