Corporate Mergers (Global)
A merger requires strategic planning to conclude a transaction that combines one Company with another to form a single legal entity. If the transaction is completed successfully yields financial rewards but comes with a number of thorny challenges. The process is complex and requires thorough due diligence, with the trend moving towards aggressive deals and quick mergers in a short timeline has increased the chances of the stakeholders overlooking key compliances. The process of merger is crucial and requires the support of Legal & Tax professionals to ensure that the transaction is concluded in compliance with all the applicable laws.
A merger happens when a company finds a benefit in combining business operations with another company in a way that will contribute to increased shareholder value. It is similar in many ways to an acquisition, which is why the two actions are so often grouped together as mergers and acquisitions (M&A).
White Code Legal and tax team of professionals and experts assist companies in pre-merger due diligence, Negotiations, Closing the merger, Post Closing Activities, and Risk Management to ensure compliance with ongoing compliances and governance.
Mergers vs. Acquisitions
While the two processes are similar, don't confuse mergers with acquisitions. While in many cases, the distinction may be more about politics and semantics, there are a lot of blue chips that make quite a few acquisitions while maintaining relatively low volatility.
As a general rule of thumb, if the corporate leadership of the company in which you own a stake doesn't change much, it is probably an acquisition. However, if your company experiences significant restructuring, we're looking more along the lines of a merger.
How a Merger Works
A merger is the voluntary fusion of two companies on broadly equal terms into one new legal entity. The firms that agree to merge are roughly equal in terms of size, customers, and scale of operations. For this reason, the term "merger of equals" is sometimes used. Acquisitions, unlike mergers, or generally not voluntary and involve one company actively purchasing another.
Mergers are most commonly done to gain market share, reduce costs of operations, expand to new territories, unite common products, grow revenues, and increase profits—all of which should benefit the firms' shareholders. After a merger, shares of the new company are distributed to existing shareholders of both original businesses.
Types of Mergers
There are various types of mergers, depending on the goal of the companies involved. Below are some of the most common types of mergers.
This is a merger between two or more companies engaged in unrelated business activities. The firms may operate in different industries or in different geographical regions.
A congeneric merger is also known as a Product Extension merger. In this type, it is a combining of two or more companies that operate in the same market or sector with overlapping factors, such as technology, marketing, production processes, and research and development (R&D).
This type of merger occurs between companies that sell the same products but compete in different markets.
A horizontal merger occurs between companies operating in the same industry. The merger is typically part of consolidation between two or more competitors offering the same products or services.
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