M&A Magazine

Capgemini India Private Limited (Petitioner Company) has filed the Petition seeking sanction of the Scheme of Arrangement (hereinafter referred to as “the Scheme”) with its Equity Shareholders (hereinafter referred to as “the Shareholders”), in accordance with the provisions of Section 391 read with Sections 100 to 103 of the Companies Act,1956 (hereinafter referred to as “the Act”) from the Court. As per the Scheme, the Petitioner Company is proposing to purchase not more than 2,21,231 Equity Shares of the Company either in physical form or dematerialised form of Rs. 100/- each fully paid up, representing 30% of the issued, subscribed and paid-up share capital. There is no compulsory purchase; an option is given to the equity shareholders under the Scheme. The manner and procedure of purchasing the equity shares are provided in the Scheme. Objection raised by Regional Director (RD): According to RD the buyback of shares must be effected only under Section 77A of the Com...

Information technology giant Accenture has taken the acquisition route to spur growth. In the last five years, the company had spent around $3.5 billion to make over 70 buyouts. To put that in perspective, the total amount spent on acquisitions by Accenture is more than the two IT biggies, Infosys and Wipro Ltd put together, had spent on acquisitions. The acquisitions done by Accenture are by no means a small feat as it requires a well-oiled M&A system to drive so many acquisitions and ensure smooth integration to deliver value. How buyouts spur growth Ireland-based Accenture’s spate of acquisitions of companies such as analytics and cloud computing has helped to outpace growth. The listed company, which follows a September-August fiscal, is likely to report 6.7% dollar revenue growth in the year to August 2018. The aggressive acquisition model of Accenture is driven by Fortune 1000 clients demanding from the IT vendors solutions that help them run their business better. In f...

MORGANITE CRUCIBLE (INDIA) LIMITED (MCIL) is engaged in business of manufacturing and selling of silicon carbide and clay graphite and its accessories. Silicon carbide and clay graphite crucibles are used primarily as consumables in the manufacture of non-ferroalloys industries. Crucible is manufactured at Aurangabad in Maharashtra. The Aurangabad plant is certified under ISO 9001:2008. MCIL was a joint venture between Cotton Greaves and Morgan group. However, in 2006 it was acquired by Morgan group. In the same year Morganite had made investment in Diamond Crucible company Limited (DCCL) of Rs  4.96 crore for 51% and,  in July 2017 had acquired the remaining stake for Rs 16 crore. The transaction is to consolidate entities under same control, however, there is no immediate gain for minority shareholders. DIAMOND CRUCIBLE COMPANY LIMITED (DCCL) is primarily engaged in manufacture and sale of crucibles and allied refractory products for industrial use having its manufa...

About the companies The Boards of Directors of IIFL Holdings and its subsidiary companies, at their respective meetings, held on January 31, 2018, have decided to reorganize the corporate structure. Over the last 23 years, IIFL has expanded into multiple financial services activities. Today, the group’s business comprises three distinct business lines: Loans and Mortgages; Wealth and Asset Management; and Capital Markets The reorganization will result in three listed entities, one for each of the above businesses. IIFL Holdings Ltd (IHL) was founded in 1995 and is a diversified financial services company. It provides financial services including investment banking, institutional equities, advisory services, financing, asset & wealth management, financial advisory, broking and financial product distribution by itself and through its various subsidiaries. IHL is listed on the BSE Limited and National Stock Exchange of India Limited. India Infoline Media & Rese...

Sandur Manganese and Iron Ores Limited (SMIORE) is a well-established company, incorporated in 1954, engaged in the business of exploration, prospecting and mining of manganese ore, iron ore and also, manufacture of ferroalloys. It is currently operating in Ballari district of Karnataka. The equity shares of the company are presently listed on BSE and in process of listing on NSE.  The merger of both entities can be a step to minimise the regulatory compliances and maximise the corporate governance. Star Metallics and Power Private Limited (SMPPL) is a subsidiary of SMIORE who is currently holding 80.57% stake in the company. SMPPL has a ferroalloy plant with two furnaces and a 32 MW thermal power plant which is used as a captive unit for its ferroalloy operations and is operating at Hosapete Taluk of Ballari district. Under a Facility Lease Agreement, SMPPL has leased out both the ferroalloy plant and thermal power plant to the Transferee Company for a tenure of three year...

IBN18 Broadcast Ltd (TV18) , based in India, is in the business of broadcasting, telecasting, relaying and transmitting general news programmes. It has general news channels in Hindi, English and other regional languages and business news channels in Hindi, English and Gujarati. Network18’s listed subsidiary TV18 owns and operates the largest network of channels – 53 in India spanning news and entertainment. The market cap of the company is Rs 11,015 crore. Equator Trading Enterprises Pvt Ltd (Equator) is a wholly-owned subsidiary (WoS) of TV18 and a holding company of Panorama Television Pvt Ltd. The principal activities of the company are to carry on the business of trading, financing, investment and trading in shares. TV18 acquired Equator in 2012, as per the letter of offer following were the terms of the deal: Terms of the Issue Table 1: IPO Terms Figures in Rs million, Except Shares Network 18 TV18 Issue Size  26,996.22  26,991.56 Issue Expenses  746....

Buying the right company at a reasonable valuation is the key to success in merger and acquisition . For the seller, it is important to scout the right buyer that can push the company to growth. The first thing that a seller must do is to make a list of buyers like companies, investment firms and individuals to be approached during the M&A sale process. Then one will have to determine how many buyers to approach. While managing multiple buyers can be challenging, it is necessary to give yourself the best chance of closing a successful deal. There are mainly two types of buyers – strategic and financial. The former are those operating companies that provide products or services and are often competitors, suppliers or customers of the firm. Their goal is to identify companies whose products or services can synergistically integrate with their existing business. A strategic buyer has a greater motivation to buy the business and is willing to pay more, especially if key synergies e...