What are Mergers? A merger is a combination of two or more businesses into one business. Laws in India use the term 'amalgamation' for merger. The amalgamation is basically the merger of one or more companies with another or the merger of two or more companies to form a new company, in such a way that all assets and liabilities of the amalgamating companies become assets and liabilities of the amalgamated company. • Types of mergers: 1. Merger through Absorption :- An absorption is a combination of two or more companies into an 'existing
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What are Mergers?
A merger is a combination of two or more businesses into
one business. Laws in India use the term 'amalgamation' for
merger. The amalgamation is basically the merger of one or
more companies with another or the merger of two or more
companies to form a new company, in such a way that all
assets and liabilities of the amalgamating companies
become assets and liabilities of the amalgamated company.
• Types of mergers:
1. Merger through Absorption :- An absorption is a
combination of two or more companies into an 'existing
company'. All companies except one lose their identity in
such a merger.
2. Merger through Consolidation :- A consolidation is a
combination of two or more companies into a 'new
company'. In this form of merger, all companies are legally
dissolved and a new entity is created. Here, the acquired
company transfers its assets, liabilities and shares to the
acquiring company for cash or exchange of shares.
Tata Corus acquisition
Brief description about the acquisition
On 20 October 2006 the board of directors of Anglo-Dutch steelmaker
Corus accepted a $7.6 billion takeover bid from Tata Steel, the Indian
steel company. The following months saw a lot of negotiations from
both sides of the deal. Tata Steel's bid to acquire Corus Group was
challenged by CSN, the Brazilian steel maker. Finally, on January 30,
2007, Tata Steel purchased a 100% stake in the Corus Group at 608
pence per share in an all cash deal, cumulatively valued at USD 12.04
Billion. The deal is the largest Indian takeover of a foreign company and
made Tata Steel the world's fifth-largest steel group.
Profile of the Organizations
TATA STEEL (TISCO)
Tata Steel , formerly known as TISCO' (Tata Iron and Steel Company
Limited), was the world's 56th largest and India's 2nd largest steel
company with an annual crude steel capacity of 3.8 million tones. It is
based in Jamshedpur, Jharkhand, India. It is part of the Tata Group of
‘Aspire’with the core values :Trusteeship,integrity,respect for individual,
credibility and excellence. Corus's Continuous Improvement Program
‘The Corus Way’ with the core values : code of ethics, integrity, creating
value in steel, customer focus, selective growth and respect for our
people.
Kurt Lewin (Change Management Model)
Kurt Lewin proposed a three stage theory of change commonly referred
to as Unfreeze, Change, Freeze (or Refreeze). Any change program has
these three stages .
Unfreezing : Due to the acquisition off Tata over corus the company
and as well as employee has to unfreeze that is they have to set
themselves according to the new company formed that is Tata Corus
limited (TCL).Some employees have to go to the new plants of the
company and set themselves according to that climate. Other employees
that are from the corus group have to do work according to the new
policies of the organization.
Movement:
After the acquisition the company has to make the movement of the
employees and the management. They have to make new policies for the
new company and employees have to shift to the other places of the new
formed company Tata Corus.
Refreezing:
They make the employees feel happy and belongingness for the
organization by giving them extra incentives, like British Steel Pension
Scheme and the Corus Engineering Steels Pension Scheme and their
advisers regarding the future funding and security of those schemes. The
resulting memorandum of understanding has now been approved by the
full trustee boards of both schemes, subject to completion of detailed
legal documentation and reasonable due diligence. The memorandum
confirms Tata Steel’s support for the schemes. Tata Steel has offered to
fund, upfront, the IAS 19 deficit on the Corus Engineering Steels
Pension Scheme, by paying £126 million into the scheme and to increase
the contribution rate on the British Steel Pension Scheme from 10 per
cent. to 12 per cent. of pensionable earnings until 31 March 2009. The
schemes will have a security and guarantee structure similar to that of
the new Debt Facilities but will in certain respects be limited in time,
amount and enforcement rights.
Burk Litwin Model:
In this change program there is first order change and second order
change
In first order change the short term or low level changes are done and in
second order change high or major changes are done. In first order
change program in this stage the decided the about the employees that
who will go there and at which place in second order change program.
They have made these changes in the management policies.
Final deal structure
$3.5–3.8bn infusion from Tata Steel ($2bn as its equity
contribution, $1.5–1.8bn through a bridge loan)
$5.6bn through a LBO ($3.05bn through senior term loan, $2.6bn
through high yield loan)
New Board formulation
A new board was formulated with representation from both the
companies to provide a common platform for strategy and integration.
Mr. R.N. Tata will be the Chairman of Tata Steel and Corus
Mr. Jim Leng will be the deputy chairman of Tata Steel and Corus
Mr. B Muthuraman, Mr. Ishaat Hussain and Mr. Arun Gandhi to
join the Corus board
Strategic and Integration Committee
A 'Strategic and Integration Committee' was formulated to develop and
execute the integration and further growth plans. Appropriate cross
functional teams were formed under this committee to look into specific
issues.
Conclusion:
With Corus in its fold, Tata Steel can confidently target becoming one
of the top-3 steel makers globally by 2015. The company would have an
aggregate capacity of close to 56 million tones per annum, if all the
planned Greenfield capacities go on stream by then.
We can conclude that if the acquisitions well planned , Executed and the
necessary precautions taken for the deal a company can achieve its
strategic objectives and thus ensure its growth through Acquisition.
Vodafone and Hutch
Vodafone Group plc (LSE: VOD, NASDAQ: VOD) is a global telecommunications company headquartered in Newbury, United Kingdom. It is the world's largest mobile telecommunications company measured by revenues and the world's second largest measured by subscribers (behind China Mobile) with 347 million proportionate subscribers as at 30 June 2010. It operates networks in 31 countries and has partner networks in a further 44 countries It owns 45% of Verizon Wireless, the largest mobile telecommunications company in the United States measured by subscribe.
The name Vodafone comes from voice data fone, chosen by the company to "reflect the provision of voice and data services over mobile phones".
Its primary listing is on the London Stock Exchange and it is a constituent of the FTSE 100 Index. It had a market capitalization of approximately £80.2 billion as of August 2010, making it the third largest company on the London Stock Exchange. It has a secondary listing on NASDAQ.
Vodafone Group
Newbury: New Vodafone Headquarters. This HQ is situated in the north western section of the grid square and the picture was taken from the west side of the building. Most of this square is residential with some farmland and some commercial activity.
In 1980, Sir Ernest Harrison OBE, chairman of Racal Electronics plc's, the UK's largest maker of military radio technology, agreed a deal with Lord Weinstock of General Electric Company plc to allow Racal to access some of GEC's tactical battlefield radio technology. Briefing the head of Racal's military radio division Gerry Whent to drive the
company into commercial mobile radio, Whent visited GE's factory in Virginia, USA in 1980.
In 1982, Racal's newly formed subsidiary Racal Strategic Radio Ltd under CEO Whent, won one of two UK cellular telephone network licences; the other going to British Telecom The network, known as Racal Vodafone was 80% owned by Racal, Millicom with 15% and Hambros Technology Trust 5% respectively. Vodafone was launched on 1 January 1985. Racal Strategic Radio was renamed Racal Telecommunications Group Limited in 1985.On 29 December 1986, Racal Electronics bought out the minority shareholders of Vodafone for GB£110 million.
Under stock market pressure to realise full value for shareholders (the mobile unit was being valued at the same amount as the whole Racal group), in September 1988, the company was again renamed Racal Telecom, and on 26 October 1988, Racal Electronics floated 20% of the company. The flotation valued Racal Telecom at GB£1.7 billion. On 16 September 1991, Racal Telecom was demerged from Racal Electronics as Vodafone Group.
In July 1996, Vodafone acquired the two thirds of Talkland it did not already own for £30.6 million.On 19 November 1996, in a defensive move, Vodafone purchased Peoples Phone for £77 million, a 181 store chain whose customers were overwhelmingly using Vodafone's network. In a similar move the company acquired the 80% of Astec Communications that it did not own, a service provider with 21 stores.
In 1997, Vodafone introduced its Speechmark logo, as it is a quotation mark in a circle; the O's in the Vodafone logotype are opening and closing quotation marks, suggesting conversation.
On 29 June 1999, Vodafone completed its purchase of AirTouch Communications, Inc . and changed its name to Vodafone Airtouch plc. Trading of the new company commenced on 30 June 1999.To approve
the merger, Vodafone sold its 17.2% stake in E-Plus Mobilfunk. The acquisition gave Vodafone a 35% share of Mannesmann, owner of the largest German mobile network.
On 21 September 1999, Vodafone agreed to merge its U.S. wireless assets with those of Bell Atlantic Corp to form Verizon Wireless. The merger was completed on 4 April 2000.
In November 1999, Vodafone made an unsolicited bid for Mannesmann, which was rejected. Vodafone's interest in Mannesmann had been increased by the latter purchase of Orange, the UK mobile operators. Chris Gent would later say Mannesmann's move into the UK broke a "gentleman's agreement" not to compete in each other's home territory. The hostile takeover provoked strong protest in Germany, and a "titanic struggle" which saw Mannesmann resists Vodafone's efforts. However, on 3 February 2000, the Mannesmann board agreed to an increased offer of £112bn, and then the largest corporate merger ever.The EU approved the merger in April 2000. The conglomerate was subsequently broken up and all manufacturing related operations sold off. On 28 July 2000, the Company reverted to its former name, Vodafone Group plc. In April 2001, the first 3G voice call was made on Vodafone United Kingdom's 3G network. On 17 December 2001, Vodafone introduced the concept of "Partner Networks", by signing TDC Mobil of Denmark. The new concept involved the introduction of Vodafone international services to the local market, without the need of investment by Vodafone. The concept would be used to extend the Vodafone brand and services into markets where it does not have stakes in local operators. Vodafone services would be marketed under the dual-brand scheme, where the Vodafone brand is added at the end of the local brand. (i.e., TDC Mobil-Vodafone etc.)
Vodafone purchased stake in hutch (Hutchison telecom international for usd 11.08 billion
Background - Vodafone (voice data fone) Founded-1983 as Racal telecom, telecom, independent 1991. Group- Vodafone Plc.Headquarters – Berkshire, Uk Key people- Vitoria Callao, CEO &Sir john Bond, Chairman Industry- Mobile Telecommunications. Presence – Equity interest in 25 Countries & network Partner in 42.Strength – 2, 30,000 (Employees) .Revenue – £ 35,478 Million (14.1% Growth Net Income -£ 10,047 Million (10.1% Growth) EPS-7.51 Pence Dividend per Share (11.1% Growth).
Background of hutch and essar
Operations: 1992
Circles: 16 + license for 6 circles
Revenue: $ 1,282 Million
EBITDA: $ 415 Million
Operating Profit: $ 313 Million
Subscriber Base
: 29.2 Million
ARPU: Rs. 340.15
Growth of Hutchison Essar
1992- Hutchison Whampoa and Max Group established. Hutchison Max. In 2000- Acquisition of Delhi operations Entered Calcutta and Gujarat markets through ESSAR acquisition. In 2001: Won auction for licenses to operate GSM services in Karnataka, Andhra Pradesh and Chennai. In 2003: Acquired AirCel Digilink (ADIL - Essar Subsidiary) Which operated in Rajasthan, Uttar Pradesh East and Haryana telecom circles and renamed it under Hutch brand. In 2004: Launched in three
additional telecom circles of India namely Punjab, Uttar Pradesh and West Bengal. In 2005: Acquired BPL, another mobile service provider in India 2007: Vodafone acquired HTIL stake in Hutchison- Essar .In 2008: Vodafone acquired Dishnet Wireless, a service provider in Orissa and has successfully launched its services in the following circle. Vodafone launched the Apple I Phone 3G to be used on its 17 circle 2G network.
Reasons of Hutchison’s Exit
Urban markets in the country had become saturated. Future expansion would have had to be only in the rural areas, which would lead to falling average revenue per user (ARPU) and consequently lower returns on its investments HTIL also wanted to use the money earned through this deal to fund its businesses in Europe .The sale of its interests in India will enable Hutchison.Telecom to become one of Asia’s best capitalized companies .Relations between Hutchison Telecom and the Essar group of India will be key to the sale of Hutch's 67% stake in Hutch-Essar
Why & How the deal came through....
None of its recent global acquisitions, including those of the German business of Mannesmann, telecom businesses in Japan and Belgium, were performing up to the mark Markets, including the US, were maturing and were not growing in a big way Stiff competition among almost all major players in the industry, including global telecom majors like BT, O2 of UK.Verizon from the US, Maxis Telecommunications of Malaysia, Orascom from Egypt, the Hinduja group, Reliance and Bharti Airtel from India.
Merger
Deal size and stake -0 Fourth largest deal of the year 2007 (to date) at $13.3 bn ($11.1 bn plus $2 bn debt). Hutchison Essar valued at $18.8 bn.
Regulatory Approvals – Vodafone acquisition is subject to a number of approvals including from the department of telecommunications and the government (FIPB)
Foreign investment Promotion Board- Application for an approval from the FIPB still not been approved due to issues relating to the total direct and indirect foriegn holding in Hutchison Essar.Foreign Investment Policy-Press npte 5 of 2005 provides that indirect foreign shareholding in a telecom company cannot exceed 74%.
Principal Benefits for Vodafone
Accelerates Vodafone’s move to a controlling position in leading operator in the attractive and fast growing Indian mobile market .India is the world’s 2nd most populated country with over 1.1 billion inhabitants. India is the fastest growing major mobile market in the world, with around 6.5 million monthly net adds in the last quarter India benefits from strong economic fundamentals with expected real GDP growth in high single digits Increases Vodafone’s presence in higher growth emerging markets. Potential for Hutch Essar to bring Vodafone’s innovative products and services to the Indian market, including Vodafone’s focus on total communication solutions for customers Vodafone and Hutch Essar both expected to benefit from increased purchasing power and the sharing of best practices.
Need of the change
Post Hutch becoming Vodafone, the operator logo on my Nokia N70 has automatically changed to Vodafone .But I find that that all mobiles do
not change automatically to the Vodafone logo. Same was the case when Orange changed to Hutch in Mumbai. You of course have the option of sending “Vodafone” as a sms to 56565 and receiving the operator logo image which says “Vodafone IN”. But this is a picture logo which gets pasted on the phone…its not a real logo. Plus this image does not work on non Nokia mobiles and even on some Nokia mobiles like 9300.I have discovered the following: If you want your phone to display Vodafone automatically without downloading any logo, then you need to have a comparatively newer model of Nokia AND you also need to connect to GPRS. Nokia mobiles like 6630, N70, N72, N73, 6233, 6270, etc. automatically display the new Vodafone logo IF you connect to GPRS and stay connected for a while.Older Nokia mobiles like 6600 do not automatically show the new Vodafone logo even if you connect to GPRS. Other Non-Nokia mobiles do not change to the new logo no matter what.
Kurt Lewin Model
Unfreezing- Faced with a dilemma or disconfirmation, the individual or group becomes aware of a need to change. Action research is depicted as a cyclical process of change. The cycle begins with a series of planning actions initiated by the client and the change agent working together
Movement-They know that traditional notions of how and where we work are changing. This increase in home and mobile working points to a radically different model for tomorrow’s business.
Pre freezing-Vodafone sells apple iPhone in India. Vodafone Australia’s OH&S procedures recognize the methods and systems utilized by Vodafone to manage H&S issues arising from or related to our business activities in Australia. To manage any health and safety risk our business
creates, Vodafone Australia has developed and implemented a H&S Management System that aims to:
Ensure compliance with H&S-related legislation; Comply with H&S Policies and Standards established by Vodafone
Group; and
Encompass five (5) basic principles of effective OHS management
Burke Lit win Model
Transactional - Vodafone announces that Verizon Wireless ("VZW"), its affiliate in the US, has agreed to acquire Alltel Corp. (“Alltel”) (the “Transaction”) for a total enterprise value of US$28.1 billion in cash and assumed debt. Alltel is the 5th largest mobile operator in the US, with over 13 million customers across 34 states in the US.
Anticipated benefits of the Transaction include:
Reinforces VZW’s position as the leading mobile operator in the US market with 80 million customers and pro-forma CY2007 revenues of US$52.7 billion
NPV of cost and capex synergies expected at over US$9.0 billion, after integration costs. Significant value creation arises from the in-market nature of the transaction. Annual run-rate of synergies of US$1.5–1.7 billion by CY2011
Accelerates VZW's EBITDA, earnings and free cash flow growth as a result of these synergies
Along with the spectrum acquired in the recent US spectrum auctions, strengthens VZW's spectrum position leaving it well-positioned to capitalise on the continued growth of the US mobile market, the largest in the world by revenues.
Expected to immediately enhance Vodafone’s adjusted earnings per share1 before intangible asset amortisation and integration costs
Transformational – Vodafone series in which we are delighted to be joined by Nokia and Nokia Siemens Networks in this collaboration on mobile transactions. The partnership is particular apt since mobile transactions is a prime example an issue that requires effective cross-industry cooperation.
Vodafone aim in these papers is to provide a platform for leading experts to write on issues in public policy that are important to our industry. These are the people that they are listening to, even they don’t always agree with them. These are their views, not ours
Conclusions
The great hopes transformational potential of mobile transactions. This report is intended to contribute to the policy debate by analyzing the potential hurdles to the extension of mobile transactions from the present small base, and thereby suggesting possible actions to lower the barriers to transformational m- transactions. It is the fact mobile telephony has spread so rapidly does not automatically mean transactions services spread by mobile can penetrate low income markets just as fast.
ABN Amro and royal bank of scotland
The history of ABN Amro Bank dates back to the year 1924, when King
Williem – I issued a Royal Decree declaring the establishment of the