9911796707
TMI BlogCORPORATE RESTRUCTURING – TAKEOVERSX X X X Extracts X X X X X X X X Extracts X X X X ..... Friendly takeovers Before a bidder makes an offer for another company, it usually first informs the company's board of directors. In an ideal world, if the board feels that accepting the offer serves shareholders better than rejecting it, it recommends the offer be accepted by the shareholders. In a private company, because the shareholders and the board are usually the same people or closely connected with one another, private acquisitions are usually friendly. If the shareholders agree to sell the company, then the board is usually of the same mind or sufficiently under the orders of the equity shareholders to cooperate with the bidder. 2.Hostile takeovers A hostile takeover allows a suitor to take over a target company whose manageme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... To achieve market development by acquiring one or more companies in new geographical territories or segments. Takeover Bids A type of corporate action in which an acquiring company makes an offer to the target company's shareholders to buy the target company's shares in order to gain control of the business. Takeover bids can either be friendly or hostile. Consideration for Takeover - 1. Consideration in the form of cash - Cash could be paid in exchange for the shares acquired. Shares could be acquired through a bid made directly to the equity holders or through the stock market. 2. Consideration in the form of shares - In this method, consideration is paid by issuing to the shareholders of the target company the shares of the acqu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... held at the date of the offer by, or by a nominee for, the transferee company or its subsidiary), the transferee company may, at any time within two months after the expiry of the said four months, give notice in the prescribed manner to any dissenting shareholder, that it desires to acquire his shares; and when such a notice is given, the transferee company shall, unless, on an application made by the dissenting shareholder within one month from the date on which the notice was given, the Tribunal thinks fit to order otherwise, be entitled and bound to acquire those shares on the terms on which, under the scheme or contract, the shares of the approving shareholders are to be transferred to the transferee company. Checkpoint for Takeover ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y of E- form circulated by the transferor company to its members. * Intimation received from the transferor company in respect of approval of the offer by the requisite majority of the shareholders of the company. * Notice as prescribed in Section 395 of the Companies Act, 1956 given by the company to dissenting shareholders of the transferor company for the purpose of acquiring their shares. * If there is any Tribunal order in favour of the dissenting shareholders of the transferor company, terms of the same has been compiled with. * If sub section (2) of Section 395 is attracted, the company must ensure that the prescribed notice has been sent to those shareholders of the transferor company who have not assented to the transfer of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r, in the register of members of the subsidiary company, the transfer of shares of the shareholders, whose shares have been acquired by the holding company, shall be registered as soon as the relevant instruments of transfer along with the relevant share certificates have been received and the registration of their transfer. The share certificates shall be sent to the holding company after making due endorsement of the transfer under the authentication of the authorized signatory of the subsidiary company. Anti - Takeover Amendments or "Shark Repellants" An increasing used defense mechanism is anti - takeover amendments to the company's constitution or articles of association, popularly called "Shark Repellants" The practice consist of th ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
