CHAPTER I

INTRODUCTION
1.1 . INTRODUCTION

1. A. Motivation of the Study:-

The research is not very interested in the M & A and I will learn something. I also taught a
number of companies large and small company many of transaction media newspapers,
magazines and net. Which the curiosity, that you know more than the engaged in such
activity, success, advisory, etc?

Because this M & A has become the main theme for reasons of research continue, with only
the PHD holders in the field. So this is the point. I am motivated to study environment, the
reason for the success advisory form the M & A.

I have noticed that many firms, which the M & A is not successful. Some of them do not
reach the intended target. Why should it be infinite? To avoid this, or must be designed in
such a way as expert advisory group who provides advice, help and guide them in different
ways, and this process of success factors and to know the call origination in the thing. In
doing so, the motivation for you is due to factors, where the success factors for what is the
meaning of the companies he was in possession in the perception of M & A advisory firms.

1. Background.

The past few years India has shown a merger &remarkable improvementpurchases. No
longer will actively work in all industrial sectors. This widely used frequency far away on the
dappled diseases every industrial sizes, and all business platform. Also the growing density
witnessed, as the many sector, the finance, telecommunications,and pharmaceuticals, FMCG,
industrial development, the automotive and metal. The M&A transactions in India in
the tremendously increased by USD 67,2 billion in 2010 compared to USD 21.3 billion 2009.
Currently, the industry content elements a gigantic 270 % excursion the M&A deal with the
first quarter financial year. The rise was mainly due to the rate of increasing cross-border
M&A transactions. Except for the fact that foreign firms with increasing the Indian market is
the remarkable press for such transactions. The section of the great Indian growth the growth
ability and research on the international markets is also targeted at the Indian organization
foreignorganizationtoo development and . The rapid growth in India in the M&A thing is
only because the appropriate government policies, corporate investments and the excess of
capital, the flow of the economic stability, the Indian and the dynamic approach. The most
recent first merger and acquisition in 2011 by the Indian Gaffer Corus steel acquires the
British company, of the many million dollars and 12,000 Hidalco acquires the Canadian
novelist of many us $6.000 million. ' There is much more Other grouping the annual chart,
M&A services in India is also taking into account a revolutionary stage. A niche corporate
enterprises all platforms in India, M&A is statically and edge.

The business world's M&A see the purchases, sales or the various companies for fast growth.
For the merger, two organizations , often same-size, you decide that instead of a single unit to
operate separately. However, if the procurement, a company work , the company's new owner
of the company's other company will take over. Plays a corporate mergers and acquisitions
in the building plays a crucial role in any country the economy. Reconstructing these
consequents the industry and will contribute significantly to the country economy and
industry. Mergers and acquisitions in parts of business strategies, which are the first
time buying / selling or merging the business, results of which , so the company is the woman
hastily. The merger and acquisition process is rather difficult , process that includes a few
steps. Before toany merger and acquisition, and the companies can also overcome the desire,
to some point to some of the important and distinctive. The M &A is also the main thing is
the thing the company, which would be the thing, as the risky and uncertain. However,
before clear design and research process can be that easy and simple.

The fragmented identity is placed on the M&A activity of the elevating his eyebrows in a
functional fitness resection in order to ensure that increases the competition. More than one
country propagated M&A law to monitor the commercial units. Most companies and mergers
of companies following the data collection techniques, which are already proven successful
functional competence between them also lead the development of the Monopolies of the
efficiency of the anti-competitive results. The unilateral or synchronized.

The M&A transactions in India in the tremendously increased by USD 67,2 billion in 2010
compared to USD 21.3 billion 2009. Currently, the industry content elements a gigantic 270
% excursion the M&A deal with the first quarter financial year. The rise was mainly due to
the rate of increasing cross-border M&A transactions.
The most recent first merger and acquisition in 2011 by the Indian Gaffer Corus steel
acquires the British company, of the many million dollars and 12,000 Hidalco Novelis
acquires the Canadian dollar is the 6,000 million a dose.

' There is much more Other grouping the annual chart, M&A services in India is also taking
into account a revolutionary stage. A niche corporate enterprises all platforms in India,
M&A is statically and edge.

Business advisory services

Business advisory services are related to the organization's advise the current and
future business the strategic and financial point of view. Such services encompass the areas
as follows:

• Entry: strategic advice to strategic plans is necessary if the company plans to initiate
new business area or a new business or a new market or geographically or by other
means. The strategy may be the corporate structure or other such definitions. For
example, a multi-national company they want to set up shop is also required entry
strategy a company in India must be worded in roll of business in India. The strategic
proposal of the corporate structure in the company of the decision may be wholly
owned between servo the Indian against the joint venture partner.
• Business associations, business associations, and joint business, also apply to other
strategic collaborations and links two business units, which brought the coercion or
take advantage of the business synergies and complementary capabilities. Business
associations is an important service area of the investment banks, which support the
transaction for accounting for the partners of the complementary strengths and
exploiting. Such actions are taken due care and evaluation criteria, and much
discussion. In general, if an investment bank, the customer shall be carried out by the
not for support services with due care or evaluation, which is a conflict of interests.
Advisor The offers. Row Volume

(Mn) Utmp-
directory:
Utmp last
view:

Ernst & Young 13 1 114,74

The Merrill Lynch 7 2 55,01

Assisted by Citigroup 5 3 407,52

(Company France Ltd. 5 4 73,67

MAPE advisory group 4 5 54,88

Morgan Stanley 4 6 32,70

ICICI securities 3 7 47,53

Rabobank International 2 8 132,88

He is Rothschild. 2 9 100,02

Lazard LLC 2 10 86,72

... ABN AMRO Bank 2 11 Is 69,2

CSFB 1 12 194,67

West LBAG 1 13 194,67

ING Group NV 1 14 87.02

KPMG International 1 15 62,68

The aim is the M &A and raise the gain and the organization's effectiveness. In the same
time, it is also working the business, M&Aneed is not always beneficial. The success of
mergers, acquisitions and take-over by the judge and calculated a number of other factors.
The M &A, which is not the only organization operating in choice , but is certainly the other
organization. Also manywhich Psychological effects may be different from that of the actual
target. Studies suggest that M&A's influence the performance high-level managers, owners
and also the labor force.

Mergers and Acquisitions advisory

The merger and acquisition plays a very important role in the essential value, but make sure
that each phase of the transaction process to finish the negotiations and the successful sample
demand is knowledge and experience.

• The merger and acquisition services are intended to help in order to achieve the
strategic objectives by clients and implementing opportunities for recognizing the or other
undertakings.

• A merger and acquisition," said the global economy means that these opportunities
can be anywhere in the world. Worldwide means that the services be available throughout the
world.

• Many business executives may influence the regulatory restrictions on tax issues; the.
Because of the world's largest professional services organization, the advisory
services dedicated professionals who will assist you in your specific challenges.

• The service
• If the customer is looking for an opportunity to create up to obtaining or offered by
the company is also a good to be able to anywhere in the world .
• You need the zone the device, or to the reconstructing or a strategic direction.
• If the customer notification of privatization now the governments to the private sector
in motion rather than as a business and for the public sector.
• If the industry of globalization and consolidation, and competition is looking for the
companies that offer a good strategy.
• If the customer's own business and you want to have a quickly and more effectively.

1. C. purpose

The primary objective of current research is to know the success factors in the M&A
the merger and acquisition advisory firms. The drastically changing world, companies 's
unexcelled prose that the obfuscation of the global competition, a hard, quick change in the
technology and the increasing listing volatility have more high quality leaders and provides
the stockholder value. Reconstructing radically from more and more and more companies
from all over the world all are means, and for business, the shareholders, creditors, and the
financial actors. Corporate reconstructing several volumes on open the gate for the business
and various companies to respond quickly to new challenges, and even more opportunities to.
In this context, in the merger, acquisition, and plays a very important one, and today play a
role in one of the very best strategy for the development of the business world. The different
companies adopt this technique the primary reason for different purposes, cost-effective,
revenue, profits, increase market share, market reputation, and the presence on the
market. .This study is intended to the progress of merger and acquisition in the current case is
that what it is important that the business world.

M&A is essential to the development strategy . If the company in the market segment, where
the growth opportunities available in this great, and the market of supply companies are not
able to individually, and then the companies growth opportunity , work together to gain not
a benefit if the segment in the two companies a comparative high other but is not of the
component or the technical specialty is needed for the industry to gain an opportunity to
benefit from development, but in the other small company specialty high company know the
smaller one is the special and the development capabilities. The integration is that this is the
opportunity to immediately increase the firm's sales of other business. And this is the
new "combination" is necessary to obtain the ability to even profitable, as the two companies
operate independently of each other. It is clear that the right to the success of your business.
The point is that should have been combined into the is yours. The business and other
business must have an odd ability to enhance the contribution of each other and thereby
increase. If, for example, the US company one or more firm, and then additional products and
services to the business, increase market share of the capability to:

•THE old products, and services for the other customers .

•THE products, and services for the old client.

•The total costs of common practices, such as by employing other economic practices and
share "best practices", which allows the plan between more than two descendants.
This type of institution or in the combination of a merger or an acquisition. Set up by the
common power for two or more company a new business enterprise. The new organization is
working together with the two companies under a new business. The two of the previously
separate client base both in the subject is typically a, the merge, and all the team managers
and employees has been evaluated and a combined work force less than the previous, and is
likely to be more effective. A grouping of such activities and its key role in the procurement
advisory assistance from the above criteria. The advisory services offers a wide range of
services for business assessment, successful completion of negotiation. The expert hands of
knowledge and full responsibility for fulfilling all the needs of transactions. They help the
customers to meet the desires and we can recognize the requirements and the best partner
M&A. The experts who are fully committed to the successful implementation is also much
tax and regulatory restrictions.

1. The study D.

A study describing the research plan has been carried out in the survey. The M & advisory
services and the success factors for advisory services. It would be the ideal shape about a
dozen disaster research study and examples of each legal elucidative differs from
questionnaires and would appreciate. First of all, the instruments will be drawn up the
posterior should be flat on the phenomena of researchers in order to identify the answers the
demographic questions were analyzed the descriptive statistics. The normal collection
methods useful for the prearranged discernment research facilitate comprehension of
expository text ; descriptive research may be more analytical. Often, this will focus on a
given variable or factor; here the variable factor describing human values is based on the
research hypotheses.

1. Covered by the test.

The drastically changing world, companies 's unexcelled prose that the obfuscation of the
global competition, a hard, quick change in the technology and the increasing listing
volatility have more high quality leaders and provides the stockholder value. All will be
more and more and more companies from all over the world, reconstructing and radically
from that for business, the shareholders, creditors, and the financial actors. Corporate
reconstructing several volumes on open the gate for the business and various companies to
respond quickly to new challenges, and even more opportunities to. In this context, in
the merger, acquisition, and plays a very important one, and today play a role in one of the
very best strategy for the development of the business world. The different companies adopt
this technique the primary reason for different purposes, cost-effective, revenue, profits,
increase market share, market reputation, and mark the important. .This paper is intended
to increase and the M&a is an important corporate world. The paper also describes how
to merger and acquisitions have a key role in the phase, the Indian business.

Mergers and acquisitions are devices to meet the growth strategy. If the company in
the market segment, where the growth opportunities available in this great, and the market of
supply companies are not able to individually, and then the companies growth opportunity ,
work together to gain not a benefit if the segment in the two companies a
comparative high other but is not of the component or the technical specialty is needed for
the industry to gain an opportunity to benefit from development, but in the other small
company specialty high company know the smaller one is the special and the development
capabilities. The integration is that this is the opportunity to immediately increase the firm's
sales of other business. And this is the new "combination" is necessary to obtain the ability to
even profitable, as the two companies operate independently of each other. It is clear that
the right to the success of your business. The point is that should have been combined
into the is yours. The business and other business must have an odd ability to
enhance the contribution of each other and thereby increase. If, for example, the US company
one or more firm, and then additional products and services to the business, increase market
share of the capability to:

•THE old products, and services for the other customers .

•THE products, and services for the old client.

•The total costs of common practices, such as by employing other economic practices and
share "best practices", which allows the plan between more than two descendants.

This type of institution or in the combination of a merger or an acquisition. Set up by the

common power for two or more undertakings shall be taken by a new business. This is the
new organization of two separate company during operation with a new business operation.
The two of the previously separate client base both in the subject is typically a, the merge,
and all the team managers and employees has been evaluated and a combined work force less
than the previous, and is likely to be more effective.
 There are many reasons why the mergers and acquisitions in each of the companies,
the economy, increasing the profit of each of the companies increase market share and
other income, and the synergy and the others the taxation and others the geographical
and business diversification. The other reasons can be resource-transfer, globalisation
and merging of similar nature.
These objectives can be achieved only by means of merger and acquisitions. But it is
for and the critical concentration. Also the loophole through negligence or of the great
losses and the back on the chance the business the situation is also possible. Now,
therefore, to many companies only business advice colligation. Thus, the advisory
team mainly try to communicate with the top management only the customer
organization.
These are leased by the tests and analyzes the growing business target market by
providing the company's strategic and financial M &A advisory team will analyze
the M&A- body, the costs, the possibility of profit, the capital structure of the
network, and many other possible colligation. It is also responsible for implementing,
executing and the phase at the M&A process at the end, the depending on the type
and nature of business and of the company business, the advisers on selecting the
company expert person who, on the deep knowledge, to provide guidance to the total
M&A process. It is also in accordance with the business strategy are also reduced to
such advisers. These are indications that the potential new markets must be the move,
a new business plan, etc. , the users regularly. The consultants selected a client-base,
which includes domestic and international companies. Good consultants enlarge their
objective can move on to other business tactics similar joint venture, greenfield
investments, and the disposal various companies and countries.

Aim is the enterprise consulting services:

As already mentioned, corporate advisory services provided include a wide spectrum
professional advice for a corporate organization, company or company. These services are
not only the broad corporate objectives, but they know the multidisciplinary approach
requires. Therefore, these services provided by the various professionals, three large category
can be classified as follows:
(a) Investment banks and other financial companies you may receive commercial
banking licenses. The core advisory services provided by commercial banks,
investment banks and the business advisory, consulting, project advisory and M & A
advisory and the governmental advisory. Experts from the investment banks that
provide support for the service areas are required for the many, rather than to the
regulator. Although full investment banks shall be retained for legal and accounting
professionals in order to ensure that the full expertise of external professionals, and
most of them, so that the assignment additional knowledge. In such cases, the
company's mandate also hires the investment bank legal and accounting
professionals to offer experience in the legal, tax and accounting purposes, the thing
in the investment bank, and the documentation.
(b) Professional firms, such as the chartered accounting firms, enterprises company
secretary, engineers, etc. , which corporate advisory services are offered. As
mentioned above, most firms in the services the dual: (1) the order-based total
solutions for the fields within the central tax advice, legal exposure, drafting and
documentation, legal, and financial evaluation of diligence, business or shares or
other assets, compliance with the laws, etc. ), or (2) and the investment banks to
provide support for additional services the transaction. For e.g. if the merger deal had
been struck between the two companies both sides is the investment banks, financial
firms to the evaluation and pushing the due care and the law firm can help the system
and obtain the necessary permits is also the court (currently, the Court of Justice) and
the other.
(c) Various Clean advisory firms also provide corporate advisory services. Some of such
firms in particular verticals. And That it is as familiar with high-level corporate strategy
consulting firms. As a management consultant at Mckinsey & Co. , Boston's Group,
etc. , consulting strategic advice, corporate and government strategy and policy
issues. Likewise, there are businesses, which are the economic, technological and
human resources, information technology, foreign exchange, risk management and
other markets. Some of these consulting firms also into the advice of investment
banks M + A, joint ventures and collaborations, business plan development,
financial, etc. , from the such companies the weapon in the multi-national accounting
firms. These organizations shall ensure that the transaction due to each type of aid is
also the investment bank and the global expertise of handling such transactions. And
besides, they also have the necessary additional knowledge of the accounting act and
 assign one edge of the such. Although investment banks such stiff competition.
Although investment banks such stiff competition in the area of its competence areas
advisory consulting firms, such as the advantage of already is able to handle the
merchant banking programs, advisory services, such as the first acquisition, it is
necessary to open a public offer, which is only the merchant bank. Similarly, the
financial restructuring, the necessary capital repurchase offer to the public, which it
shall be managed by the the registered commercial bank. Due to these exclusivities
and the additional knowledge, it was found that, in the real world, it is the above
listed three category of corporate advisers CO-exist, and work independently, or
complementary capabilities, it is found that the real world, the above listed three
corporate advisers co-exist with and work independently or complement each other,
the situation so requires.
We have a wide canvas of the corporate advisory services and the central advisory investment
banks, we will look at the role of more fundamental areas and the investment banks. The first
area, covered in this section of business advisory services.

1. F.restrictions:

While the current examination of other outside direct control. These are the facts not only
direct the current study and in this section. Limits

(A) the participant limitations

(B) restrict the survey

(C) the test procedures

Restrictions for the participants.

The participants were the first restriction is given the objective is the survey in the M & the
forms at least

In the M & A valid comparative Fund, which the conclusions, and the factor for success of
the plan the companies selected private consultancy firms. Your question was there
information respondents were occupied, and so is non-exhaustive.

Learning limitations
The current examination without restriction. By the time of the study was limited to the time
available for research. In order to further the reliability of the device research. Only the study
the field of battle, and that the people who the M&A firms. Limited size of the sample, the
research questionnaire respondents was around and about. The study was specifically
designed for the focus of success factors for M&A advisory firms

Limit the search

The total sample size of companies 500 merger and advisory firms in India around 600
questionnaire al were sent to, and 400 respondents answered due to the non-availability. web
page/directory perfect, or a merger and advisory firms in India in the search engine Google,
courage, capital market, and these resources database using M&A firms operating in India.
Most companies in the market is the company for each company found the research and the
corporate web sites and contact numbers for each respondent profile the website. Random
respondent's email address is selected, the merger and acquisition advisory firms taking into
account the consideration that the respondent must have the necessary knowledge of the
research topic

Due to the limitation of time, money, and the distance.In the companies, which is some
distance from e-mails sent to and there are phone numbers, and e is located in branches of
companies located in Bangalore, in a face-to-face conversation. All of the respondents
answers your questions by filling out the questionnaire.

1.1 . The Indian history of merger and acquisition

In India, while in 1988 the M&A was not famous. In this age that some of the companies
discussed a lot with the inclusion of them in the industries due to the merger and acquisition
process is just the prohibitory impost upon it to avoid regulatory and MRTP act 1969, by the
provisions of According to the law , the company law is the approval for M&the following
compound and the pressure is a burden on.

In India in the year 1988, for the thought of it one of the largest business M&A public offer
to purchase the famous by Swaraj Paul on to overfill DCM Ltd. , and self-defense Ltd to this
event a number of other efforts have been made by the NRIs, the stock exchange that many
company public.
This has increased the wealth of more than 100 billion for the 2007 years. Two times
more than 2006 and four times greater than the 2006.

Because the world globalization is increasing competition in the market and the business
environment has changed in the.Now, it should be noted that India have exhausted the
countries entering M&A.

1.1 . The Indian Merger and acquisition.

India recently showed remarkable improvement over the merger & acquisition. No longer
will actively work in all industrial sectors. This widely used frequency far away on the
dappled diseases every industrial sizes, and all business platform. The increasing density, the
many, as he had witnessed the fields of finance, telecommunications, pharmaceuticals,
FMCG, industrial development, automotive and metal.

The M&A transactions in India in the tremendously increased by USD 67,2 billion in 2010
compared to USD 21.3 billion 2009. Currently, the industry content elements a gigantic 270
% excursion the M&A deal with the first quarter, the financial year, the growing of foreign
companies with a remarkable Indian market press for such transactions.

To the section of the great Indian growth research the growth capability and the international
markets is also targeted at foreign organizations, such as the Indian organization development
and expansion. The rapid growth in India in the M&A thing is only because the appropriate
government policies, corporate investments and the excess of capital, the flow of the
economic stability, the Indian and the dynamic approach.

The recent merger and acquisition in 2011 by the first Indian Gaffer Corus steel acquires the
British company, of the many million dollars and 12,000 Hidalco Novelis acquires the
Canadian dollar is the one dose 6,000 million.

' There is much more Other grouping the annual chart, M&A services in India is also taking
into account a revolutionary stage. A niche corporate enterprises all platforms in India, M&A
is statically and edge.

1.1 . Mergers and acquisitions.

Concepts
In recent years, the M &A proof is one of the best processes, the business of reconstructing
several volumes on the accounts asamplesaliencein business world . The word meaning a
restructuring changes and modifications of the corporate strategies and its beliefs. This
change is due to the fact that the desire gainingone step strategic alliances, finally, is also one
of its competitors with a new economic.

The corporate business world the only two choices the increase, executions and excess
profits, the first approach is the internal expansion of the new technologies, the mechanism,
the implementation process and the new products or services. Although this can increase the
productivity for a long time the company only to the dramatic and the great changes in the
business sector throughout the world, because the new strategy for external expansion.
Mergers, takeovers, and amalgamations significantly supports the external expansion of
globalisation is the undertakings.

In accordance with the grouping

In the "merger" shall mean the term combines the two company or organization , whereas the
" procurement" to obtain or any other business . This combination , the fact that it is
important to continuously introducing two companies above . Can be used in her own way,
however, the words a little bit different from one another the sense.

The merger of the two companies one of the common outcome of the decision.that, as a
consequence, the stocks and the newly formed organizations to the organism are closed. If the
grouping level, conglomerate (or congeneric) and the vertical, which depends on
the company are merged with . The horizontal merging, during which the companies earlier
the same products and services. Whereas, in the vertical grouping pages the previous
company does the various product and service-) Finally the shocked at merger occurs, if the
organization does not yet have a similar product or service line the merge the merger can be
divided into financing depending on the type of customer and consolidation. In the
grouping auctioned by the organization the auctioneer as the consolidation mergerare are
those in which the firms in a new company.
The company is the count a M or depends on whether the form of purchase. Friendly or
hostile two types of purchase purchase purchase; if, however, that in itself is not
sufficient. Even the purchase of a merger, as in the upper-level managers have agreed on
the benefit of the two companies combines.

Under the acquisitions

The acquisition process of obtaining business procurement support. The business or can be
paid either in cash or with others, or both.

Two types of business acquisitions, buying in a friendly and hostile acquisition. If a

company will ask the company overtake and then this is the so-called "business friendly
acquisition Whereas the organization does not want to sell the business then the hostile
acquisition.

1.1 . C. type of mergers.

Based on the offer of objectives and profile, their combinations can also be vertical,
horizontal, circular and precisely under conglomeratic the objective is described in the release
or company

(A) Vertical combination:

Do you want to take over the company , or another company will endeavor to expand back to
the grouping of resources everyone rags to assimilate and integrate to the integration. Merger
of the company by reducing another experiment kits, and the raw material of production,
capital equipment, finished the objectives and plans for the working capital " economizes
effort investment

Other words, the vertical, the merging or a the product supplier or buyer of intermediary
material final solution.
They come from the following main advantages the vertical combination to the acquiring
company.

(1) The profit in a strong position because the imperfect t the intermediate products, and
purchased product.

(2) in hand.

(B) horizontal combination:

The two competing firms, are of the same industrial process. The acquiring company's fall
within the same industry. The aim of such mergers to access e-mail the economies by
eliminating the production and operations and the line-up, operating in the concentration of
capital investments to eliminate the competition, reduce, the advertising costs and the market
segments and practice more on the market.

(C) Circular combination:

Other than producing company is looking for the product is transformed and joint sales and
research opportunities for the farm market to promote the elimination of duplication cost. The
acquiring company acquires the farm diversification and the amount of resources.

(D) Conglomerate combination

In the two industries company independent bodies such as DCM and industries. The basic
aim is amalgamations of recycling the financial resources and capacities will continue to
increase its debt through re-organise the financial structure, the shareholders the most
advanced and EPS, average cost of capital and the t hereby is raised, the outstanding
proportion is present. The acquirer company of fusion creates a balance between general
stability of the company's complete product portfolio and range of manufacturing processes.

Type "D" purchases 1.1 .

In general, horizontal, vertical, and conglomerate can be Type to purchase. The same
trade the two firms acquisition the horizontal the time of birth. For example, if a company is
sent to another company's loss of the other. The above mentioned, and the vertical
acquisitionmay bounce and sales, and sources of supply for raw materials final consumer. For
example, an auto parts auto parts retail may also be purchased. Whereas, in the group because
of the two forms of purchasing various undertakings.

Another company Consolidation combination the consolidation, it is a

completely new company is created, and the two previous organizations cease to exist. The
consolidated statements are prepared for combing a powerful set of certain companies and
amending entries.

Voting stock of another way of receiving business after the existence of the
Agreement the management or the tender offer. The tender, the receiving company to
purchase the stock directly to the shareholders, thus the successful treatment. In contrast, the
fusion, as an acquisition does not require a kit for a vote. Shareholders wishing to keep the kit
simply. In addition, the minority shareholders may hold out the tender.

By purchasing the bidding company to purchase another easy-to-all the assets. This is
the expensive legal to the title and approved by the owners selling the company. One of the
group taking over the the other. In general, the acquiring company (a) allows the firm's offer.
The schismatic group, the proxy will endeavor, in conjunction with shareholders to take over
the control votes.

1.1 . This.merger procedure

The two companies together can be categorized into six general section follows three steps:
pre-merger planning, merger, merger and post-integration (demo1). Harvest dip galvanizing
synergistic opportunities can receive the necessary driving the organization's capacity for
innovation and growth. There is also a need of a grouping grouping and post-processes,
which are tuned to human the human and cultural dimensions for the new organization.

Pre-Merger design. It is specific and practical methods of full merger process, in order to
achieve the result that everyone wants to see. The pre-merger planning phase visioning and
scenario planning both decision-making groups gives a much clearer picture of the
cooperation and what will be expected to achieve them (mechanical). For example, if a big
company thinking about the small and innovative start in negations tempting - often for both
parties, that I think, and not much will change - we don't want to ruin what makes you
unique. "But this statement is true, it is found that it was playing the " various business and
organizational situations, and taking into account how to (or should be) treated, the merging
companies more realistic expectations and main sponsor the feeling that he lied to prevent
their ."

The merger. An emerging practice of, inter alia, our customers are part of the "due
diligence" culture due to part of the whole process - diligence. Although not always practical,
that we have found it very valuable to clients, designed specifically for the health care and the
automotive industry. Before and after issuing the declaration of intent, and certainly the shop
is closed, and cover the diligence, the historical and current labor-management culture, and
the critical human resource policies and procedures for staff that make up what is the central
cultural elements. If he went upstairs. Suddenly employees, you will be prompted to complete
timesheets for example, or the workers do not receive the Christmas goose, or in the event
that all the employees should have a two-party do I need to apply for jobs (the adopted
approach is the merger Glaxo-Welcome), or the company's annual meeting will not have
spouses and children, and these "losses" will be adversely affected. (A company laments and
rivers we sill hears the loss of hunting rights on Thanksgiving turkeys, and the company -
more than six years after the merger

Areas of similarity between the two culture and lively dissonance, it is important to take into
account the previous employee surveys, interviews, or focus groups. Perhaps it is worth
undertaking new research activities (e.g. : Arthur D. little analysis of unwritten rules for the
game only for that purpose. Such assessments will manage priorities and the necessary. It
may be possible only a few cases, the beauty of a merger, there are significant enough to risk
to the economic viability.

Post-Merger integration. Hidden synergies of the newly unified or "transitional"

organization, the transformation process itself must reflect the total Synergy, and the design
and construction. This means the two organization involving people immediately the essential
business tasks (sales, design, decision making), as well as grouping. It also means a
commitment to learning clearly create a presentation and with one for a greater than any of
the parties can also create your own.

There are many ways to implement integration instead of preaching. Send your driver-level
leaders out to talk to (not only to the prepared presentations); to encourage the departments to
partnership reflection experiments (the recording and the lessons learned will be);
"Company" the establishment and measurement procedures minimizes the natural
comparison of the results a group the other". (Do not forget it, that are working in this way,
the grouping designers to decision makers, you might be to change their own thinking.) this
approach, however, the integration.

• The crystal-clear vision the new organization, including the proposed task (core),
strategy and the fundamental values,

• State-owned and carried out by the most important

• Requested by the users and the flexibility to self-coordinated

• It is created in the continuous communication is to, in the vertical, the system is

synchronised with the continuous daily activities you need today

• Open, interactive, and responsive to Feedback

• The integration of human needs, aware of the self, and the choice

In addition, the merging companies need to ensure that the dedicated merger project
organization, that, and that connected to the network to establish an integrated educational
system a presentation (2) .In particular, the Executive Committee of driving the transition to
the new body. This the members of the group must make a commitment to work in order to
be successful with the new system. From the start that the team members and the selected act
individually and in groups, and the two strongest you receive a message that what is the new
organization and the expected value.

1.1 .F. Procurement process:

The procurement process begins with the spectacle and the chances are that conditions
specified by the purchaser. THE are you waiting for then shall be included in the connection,
and interviewed in order to determine whether they are also available for purchase or to join,
or a majority of an investor. The surviving candidate and then ranked and the dialog initiated
between high level representatives of the purchaser and the most promising candidate. These
meetings, the joint candidate, and the existing partnerships. These meetings will take place in
a few weeks or even several months stretch. If the original conditions are met and both
parties reasonable way close the expected purchase price (in general, the declaration of
intent), detailed examination (Duo diligence) to the prospective buyer. As long as the process
continues for the final negotiations and the terms and conditions of sale and the price of
purchase contract. Often the six and twelve months for the first session the company close to
the objective is the transaction.

The intermediary:

Why do you need to be an intermediary firm hired out the date of the acquisition? The simple
answer to that is that the intermediary often increases the likelihood of successful acquisition.
This process is in a strategic and the success of your business. Management level expertise
necessary for successful outcome. The intermediary can be the external third-party fresh
perspective, and the executive level for successful experience. They also focus on the time
and resources for this task by the and press the process.

How does the intermediary?

The intermediary had become thoroughly familiar with the customer acquisition performance
goals set by the client and the learning, the existing business, and business culture . The field
trips, and presentation of product to the company's history, and an interview with senior
client managers. The intermediary company, which has a variety of M&A, and industrial
experience and then the appropriate databases in order to develop quick and effective the
purpose the sight. The client then often complements the list to the knowledge of the specific
outlook for the future.

The database access in the companies with financial and potential, of eradication of the
intermediary is too small or too large, or a faulty product mix so that the list with the
company. The final list shall be reviewed and approved by the client, it is the start of an
intermediary, it is the responsibility to the president, or by the owner and CEO Speaks on
behalf of qualified firms, the purchasing t o learn in order to enable the company to exchange
views on the potential purchaser or investor. This task is carried out by mail, email and
phone. A good intermediary unique in the of "intermediate" and turn on the strategic
relationship with the owners the company. We were talking about OWNERS typically have
more than one alternative open to the third party to direct competitor. This process is often its
willingness to participate the argument. If the destination is not the purchasing company, the
company also dropped from the list should not be identified by the customer. If the
company's response will depend on whether or not the consciousness that the identity card,
the customer often advance to (deleted) to the client and the customer's basic information and
the ok search of the acquisition.

The purpose of the companies on the list of prospect, the acquisition criteria and some
interest in. In general, the intermediary perform this work quickly, efficiently, and the greater
than the customer's choice. The acquirer's strategy in the target industry is also less widely
known in the potential competition will be participating.

After it was found that the objective is not interested, the intermediary is not well positioned
and it will facilitate the customer introductions." The exploratory meetings at home or the
target or a blank space. The intermediary plays a unique role in the parties of the task simple
and courtship.

During the negotiation play a role in the intermediary between the layers, the buffer in the
acquirer and the target, which the customer or unpleasant reveals themselves in the
discussion, which would disable toward the agreement.

Further the intermediary staff for the client, so the market is the target, or the financial
position will analyze the scope and growth forecast.

1.1 . G. Due to the acquisitions.

Purchases are often seen, an unknown access to use the infrastructure of the
company's acquisition, that, in the case of a entry to the distribution channels, new products
faster than internal development, new technologies, etc. , the drastic economies development
resources and capabilities in the receiving company will help you gain competitive advantage
for the industry. The main reasons the purchases of market share in a particular industry
leading price. Access to the new markets by extending the companies portfolio and share the
risks. The competition in the business make decisions based on the M&A activity, and thus is
a major competitor for very competitive. So this is the action of globalisation, which as a
result, the widely used, it is the most important of all, the most of the leading, driving on a
property of the business world. (CII, 2007), although it is one of the easiest, if possible, the
company plans to expand, the difficult and complex task in order to perform the most. More
on empirical research, the failed transaction eliminating potential pitfalls is due to get the
company forward.
 Problems facing companies in general is not lack of synergy, the cultural, and
payment of the debt, is missing due to the diligence, tacit knowledge of participants and
shareholder value. (Johnson etal., 2003). Thus, the key factors are the robust, well-managed
process, as well as in the time and also deals with the allocation for an early stage in the
individual tasks and appropriate tasks. The well-trained, committed to learning and cognitive
process management deals with selected acquisitions, is likely to be successful. It is also very
important members of the board show he was interested in the role in acquisitions, the
success will achieve a 48 %. KPMG has confirmed. 2002).

Also driving motives. The increase is also the individual motives, for the company for
hire or reward, the energy, the company's size, also called the empire building syndrome. The
driving capabilities, and they fully taking advantage of the phenomenon is called as a
separate professional performance. In order to increase the value of shareholders to general
business and the benefit of the high-volume production unit cost less than the name, which
minimize cost economies of the financial crisis and risk diversification is the job security .
And finally, don't be taken over by other companies for job security.

Current situation Stratagems opportunities

Continues to increase, however, the mature The company acquires a younger market me a
market growth limited higher growth rate

The maximum production capacity The company merges substantially lower than
similar products operating capacity

Use the -track management resources …… THE company acquires the talents you can
run

Not a full range of potential for marketing or The company is the product which is
other products or services to sell to existing complementary
customers.

Missing the most important customers-target The company is the better the profile
sector

Increase the market share It is important companies make a

More information is needed for the suppliers The company, which enables the access to
and buyers the user or the service provider's significant

Preparing for the float but need to improve The appropriate company right user profile.
balance.

H. 1.1 of mergers and acquisitions in

One of the most common reasons for mergers and acquisitions in the belief that "cooperation"
exists, which allows the companies to work more efficiently together than either separately.
Such cooperation can be copied with the undertakings, exploiting economies, share your
driving knowledge and raise a greater amount of capital and Ravenscraft Scherer 1987). I
hope that Carlton and Granada save RS 55 million a year by the linking. Unfortunately,
research shows that the expected efficiency merger is often not the substance (Hughes 1989).

"Horizontal" grouping may also be the desire for greater market power. The theory of
operation, the authorities such as the UK competition Commission prevent the tie-created,
abusing the monopoly that is able to power as the largest supermarket chains recently to buy
the Safeway-but these decisions are often highly controversial and politicized. (The Carlton,
strict security measures were imposed on the government to prevent the joint undertakings is
raising the price to that of the T. C. .) however, that some authors have argued that mergers
are not likely to even if it is not a state monopolies, whereas there is no evidence that in the
past usually mergers as a result, the market concentration (George 1989), despite the fact that
certain industries may be exceptions (Scherer and Maria, 1987).

If, however, Auerbauch and Reishus (1988) concluded that is not likely to pay tax
considerations play a major role in prompting the companies.
Corporate mergers and acquisitions in the conscious to continue diversification strategy that
allows the company to take advantage of new markets and the risks. AOL Time Warner
merger of huge media, such as after that saved so many competitors the AOL Internet
disastrously the "DOT com Crash" (Henry 2002).

The company shall endeavor due to the acquisition the Commission considers that, what it is
and so the "it's a bargain" - a good investment to the high return for the parent company's
shareholders. Many times these purchases, not it is appropriate for the "empire" the parent
and construction desire Ravenscraft Scherer of leaders (1987).

Table 2 shows the M & A

Grouping can be Net profit Principle of Efficiency

determined throughSynergies

Benefit of the Transfer of the Operating principle of

shareholders property Monopoly
association bidder
Customer

The aim is to transfer Reader's theory of

wealth shareholders operation

Net go to Pvt. Evaluation of

Information operation

Driving benefits a Operating principle of

grouping Empire building

The merger process Principle of Procedure

customer

The macro-economic Operating Trouble

phenomenon is a
 grouping

Source : 284 1990.

1.1 . I distinguish between the mergers and acquisitions

The merger and acquisition: a slightly different things. The legal concept of grouping
in resulting from merger corporate structure, or statutory consolidation, it has nothing to do
with the grab, the management and the objective is the acquirer) is different from the business
point of view, the "merger", which can be achieved with the corporate structure, various
tools, such as "triangular merger", legal merger, acquisition, etc. , when a Company takes
over another and clearly establishes himself as a new owner, the shop is called. The legal
point of view, the company is terminated, the receiver "fits" the business and the buyer's kit is
still is placed on the market.

The pure intelligence, is the grouping when, two firm undertakes to advance to a new
company owned and operated separately rather than continue. This variety activity even more
specifically, the "merger of equals". Businesses are often about the same size. Both of these
companies stocks surrendered and new company is in place. Ford as an example, in the 1999
unified, and a new company. GlaxoSmith Kline, has been set up. In practice, however, the
actual merger is not rare in equal. Usually a company buy another, and the shop, it's just that
the merger of the purchased company equal, even if you have a technical point of view. I
have not often negative context is included in the business, and therefore what could
euphemistically be called a merger, decision-makers and top executives are trying to recover
from the receipt of more than one. An example of this would be the Chrysler takeover the
Daimler-Benz in 1999 during a widespread merger.

First, it is also the time of purchase, it is understood that the grouping both CEOs have joined
together with the best interest for both the companies. But if the business unfriendly (that is,
when the company does not want to buy) is always considered to be.

1.1 . J. Merger and acquisition strategies

The merger and acquisition business strategies, which deal with the purchase, sale or
combines the various companies on the objective is to achieve rapid growth. If, however, the
decisions on the mergers and acquisitions, there are a few fact taking into account and, as the
current business situation the firms in the current market situation, and the threats and
opportunities, in fact, the success, of mergers and acquisitions in largely depends on whether
the merger and acquisition strategies for organizations.

The merger and acquisition strategies for the corporate development efforts the organization.
The strategies for the merge r, and the data collection was devised not transform the strategic
business plan for the organization and the purpose of obtaining an idea. The merger and
acquisition strategies offer candidates the acquisition, which analyzes and helps to identify
the organization for the right people.

Many big companies continuously look for a possible companies, preferably less, the mergers
and acquisitions. Each of the companies core cells, which the mergers and acquisitions. In
Merger and acquisition strategies has been developed as the organization. Perhaps you would
rather diversify or expand the specific areas of business, while something else you want to
strengthen the research tools, etc.

1.1 . K. Merger and acquisitionand strategic stops to go to abandoned

The merger and acquisition strategies may differ according to company to company and
depends on many of the policy its own organization. As the result of a merger, however, there
are a few purchasing strategies, depending on which the district, have been worked out a
strategy.

Determine Business Plan Drivers

Merger and acquisition strategies should be deducted from the strategic business plan. Yes,
the merger and acquisition strategies, it is first, it is necessary to speed up the way the
strategic business plan through the M&A is needed for the strategic business plan for the
organization of the merger and acquisition strategies, the title would be.

While chalking out its strategy must also consider the market, as the purpose of the to market
share and on to all the operators that the products and the technologies, and the geographical
locations, where you are only in business, the skills and the resources that the financial
objectives, and the amount ...

Determine Purchasing Financing Limits

Now it should be specified that if the acquisition financial constraints. Funds through the
acquisitions also have several options, as cash debt, public and private equalities, pipes,

Minority investments. Get printed information etc. , to think a few fact than the untapped
housing credit facilities, excess cash, or yours are still untapped, the new equity and bond
allows you to, that the organization new lift etc. also need to calculate the return on
investment.

DEVELOPMENT Purchasing Candidate List

Now that the companies (private and public) attempt to the acquisition. You can identify the
market research, public opinion research, to requests. Investment bankers, investors and make
recommendations, and the employees. You should also be developed to a company profile for
table of contents.

Built-in Preliminary Evaluation Models

This calculation of the deer the original estimate of cost of the estimated value, etc. and a
number of organizations showing the preliminary evaluation of its own format.

Rate/rank Purchasing Candidate

Or in rank the candidates have business and feasibility y is the thing. This process will help
you to understand the relative effects.

Reviewing and approving the strategy

This is the time to review and approve the merger and acquisition strategies. It should be
specified that the fact that all interested parties in critical Members agree that an investor's
etc. , or not. If everyone gives the nods the strategies, you can go forward in the merger or
acquisition
 1. 1.L. M & behind the motives

The dominant explanation for M & A activity, presentation of the financial firms are looking
for one. The following motives will improve financial performance:

1. The economies: this refers to the fact that the the fact that the aggregate company often
reduces the fixed costs, the parallel classes or in the company in relation to income the costs,
thereby increasing the profit margin.

2. Holding the target: this indicates that, in the interests of efficiency of demand-side changes
to, such as increasing or decreasing the objective is the marketing and distribution, different
types of products.

3. Increased revenue or market share: This assumes that the receiver will be with the
immersive and thus, significant market power (so that a larger market share) the prices.

4. Cross-sales: for example, the bank purchased the listing broker to sell the bank will be the
stock exchange products, while the broker Broker customers can sign up for the bank's
customers the brokerage accounts. Or the manufacturer and selling ancillary products.

5. Synergy: such as driving economies are driving increased specialization of quickly.

Another example is the increased order size purchase holdings and the corresponding high-
purchase discounts.

6. Taxation: the profitable companies can buy the master gain the benefits of their loss and to
reduce the tax liability. In the United States of America and in other countries, rules are in
force the profitable companies can "shop" in the loss-making companies select, which limits
the tax the acquiring company.

7. Diversification geographical or other: this is used to smooth the earnings per share of the
company's long-term result, which tunes the listing as a conservative company investors,
which is more confidence in the investing company. However, this is not always favorable to
the shareholders (see below).

8. Resource transfer: resources be allocated evenly firms (Barney, 1991) and the purpose and
value creation or the firm information asymmetry of combating or scarce resources. [ 6]
9. Vertical integration vertical integration occurs when the front and the rear company merge
(or a acquires the other). One reason for this to occur. One is that attaining externality
problem. Common example of the double-Externality wayside. Dual wayside occurs when
the rear and front companies and all companies a monopoly reduces the competitive the
monopoly) deadweight loss, i.e. two level. The merger, the vertically integrated firm will be
collected after a gross loss of the company competitive. This will increase profit and the
consumer surplus. The merger that creates the vertically integrated firm is not profitable.

10. Rental: Some companies as an alternative to the normal procurement process. This is
especially common in the aim is a small private company or a start-up phase. In this case, the
acquiring company's easy-to-hire the private company personnel, thereby acquiring the talent
(where the main device and the remedy). The private company and the little legal issues
simply dissolved. [Citation needed].

11. Businesses like the single management portfolio invested by two different funds: similar
breed raza bovina Ahsan Khan, (2009), namely united money market fund and the United
growth fund and income to receive the treatment, which united money market fund united
growth and income fund. < /REF>.

If, however, the average and the most common test variables, acquiring firms financial
performance is not a positive change in the procurement activity. Therefore, [ 8] and merger,
that the additional motive may not be added to shareholder value.

12. Diversification: Although this decline against the company is not a industry, it is a since
of any individual shareholders is achieved by diversifying the same hedge their portfolios a
much lower cost than the merger.

13. Boss hubris: boss I might warn you here against overconfidence will result in the
expected synergies of M & the company the amount of overpayment.

13. Empire-building: managers are also larger companies management and thus more energy.

14. Boss: the previous management teams were the amount to be paid the full amount in the
company's profit, but profit per share for the company, which the company an incentive to
buy with a reduction of total profit per share for the owners of the profits (the company, the
shareholders).
Table 3 shows the grouping

SI Name of the Type Important motives

company
Do
not.

1. Ranbaxy Horizontal - Growth and expansion

Promoter - Market leadership
Vertical
Group Cab - How to define new frontiers
signal. - Strong brand presence
- Good-quality human resources
- A strong K+F

2. Sun pharma Horizontal - Aggressive growth

vertical - Domestic market leadership

3. Nimrma Ltd. Horizontal - Growth and expansion

- Market leadership
Vertical
- Strong brand presence
- Economy & price advantage
4. Reliance Vertical - Global leadership
horizontal - The areas on each other amplifier
Industries
processes
- A strong K+F
- Strategic alignments
5. Gaffer's Is primarily - Strong leadership in the power &
 performance vertical energy
- The K+F
6. India cements Horizontal - Sustained growth
- Domestic players determining
Vertical
- Ensure
7. Tata tea Vertical - Economy
horizontal - Global player
- Powerful brand identity
8. Arvind Mills Horizontal - Faster growth
Ltd. - The synergy
Vertical

9. HDFC Bank Horizontal - Determining the growth domestic

player
- Achieve the financial cooperation
- Good-quality human resources and
10. Was submitted Horizontal - Growth and expansion
by Crompton vertical - Casting efficiency
Europe

Greaves Ltd.

11. Hindalco Horizontal - There will be world player

vertical - Cost Savings
- Use the integrated cooperation
- R&D and technological innovation
12. Sterlite Vertical - Market leadership
Industries conglomerate - Cost Savings
- Global player
13. United Horizontal - Growth consolidation
breweries vertical - An increase in international brand.

14. EIDParry Horizontal - Faster growth

vertical - Benefit from economies and
conglomerate cooperation
- Product innovation and
 development
- Empire building conglomerate
15. Zuary Conglomerate - Accelerated growth
Industries - Increasing product portfolio

1.1 M. The successful acquisition strategy.

"Why is there so much organization is obviously not possible to overcome such difficulties?
The greater the event of a merger or acquisition is often a unique, one-time event on the
company, and therefore there is no possibility of further development companies and the
experience and methods to ensure that the process runs smoothly. A notable exception is at
the head of the financial conglomerate of GE Capital Services to more than 100 acquisitions
during the five-year period (Ashkenas et al 1998). This extensive experience, the GE Capital
has learned by four basic lessons:

1. The integration process, the acquired company should be started before the business
closed. In the period in which the procurement and which is the subject of regulatory
negotiations are under way, the two companies, and contact each other clear integration
strategy. Not only the previously start the faster and more efficient, but it also allows the GE
Capital as an opportunity to determine if the potential problems (such as the style of driving
and culture drastic differences), when it is not the thing it was too late because of the
difficulties which arise when the it seems to be that the stringent purchasing is likely to fail.
Unfortunately, however, even if it is a very thorough examination is done before the
acquisition, potential problems often manifest themselves, until not long after that the thing
has been done, Scherer and Maria (1987). It is also impossible to the early integration of a
hostile takeover bid (where the company refuses to cooperate the potential customers).

2. Integration management should3cognised "separate business function", the appointment of

an experienced driver specifically for the process. The "integration" means that the GE
Capital management selects from the acquisitions in the supervise many background, but
the interpersonal skills and cultural sensitivity necessary for good relations and staff a parent
and its subsidiary is new.
3. If unpleasant changes (for example, the order any massive layoffs over restructuring) is to
be carried out and the acquired company, it is very important to these within the shortest
possible time, advertised and carried out within a few days, ideally the acquisition. It also
helps to avoid the uncertainties would demoralize each other and the labor force a newly
acquired, allowing employees to move on to and in the future.

4. Perhaps the most important lesson is that it is very important to not only the integration of
the practical aspects, but even on the business firms and the staff. A good way this group of
people, both of these companies and ask them to work together to solve problems.

However, other authors, in order to integrate all company two contrasting cultures may not be
the best solution. There is, in fact, matching four different cultural differences: the full
integration of the two cultures, a culture, a different culture (the two next to each other and
thus kept deculturation), or loss of the culture (if any). The optimal strategy depends on the
extent to which cultural difference that exists between the organizations, and the values to the
own culture, and identity (Appelbaum et al 2000).

Tetenbaum (1999) suggests an alternative "seven key practices" helps the successful merger
or acquisition.

1. Close the human resource managers the procurement process, if you have something, that
does not go to the business.

2. "Institutional capacity" ensures that attention should be paid to equip workers in the
collection.

3. In order to ensure that the focus of integration to achieve the desired effect (such as cost
savings), however, in order to ensure that the core and the two companies has not been
damaged by the transition.

4. Carefully manages the organizations.

5. The procurement process quickly, whereas the productivity is not affected by the gradual
demoralization and confusion, while the change will inevitably be occurs is on the way.

6. Communicating effectively - everyone who is not affected by this change. Other authors
agree that, "you speak the truth, open and forthright manner" workers in the vital to help them
to cope with the transition (Appelbaum 2000).
7. A clear, single integration plan. Tetenbaum Cites the example of a Cisco Systems, which,
as the GE Capital and it allows you to number and was able to learn from experience and
build your and they have been successfully controlled processes.

1.1 A merger and acquisition N growth

Merger and acquisition (M&A) activity of the witness be expected to increase this year and
the output will be the season deals with the taste of the purpose of the overseas Search
att4racive amid global economic uncertainties, says a survey.

In the survey the global advisory firm Thorntion issue, the companies in India is likely to be
the benefit of the relatively lower in value of the global economic uncertainty.

The survey carried out in the last quarter of 2011 and some 100 corporate answers

The respondents have more than 19 percent of you think that the global uncertainty and fear a
recession overseas company will be an attractive acquisition targets, the survey.

"While the European bond weign crisis, early stage of the 2012, as to the potential output tar
to the depressed evaluation, it would be interesting to look at it, that the cross-border
activities with the USA unfolds, on the limited activity in 2011 I saw the positive
developments in the economic outlook for 2012, Mr. Thornton India's partner and practice
assessment, Ms. Srividya C. G. .

Until then, and the increased activity is also the domestic, 51 % of the respondents the stock
market turned bullish itself and the Indian economy, M&A activity, driven by fundamentals
stronger more available financial options and the stock exchanges.

In 2011 India,m announced: M&A businesses worth __- 44,61 billion on 644.

Segment-wise, the pharmaceutical sector both in the domestic and cross-border activities
dominate, while the production is expected to be the second in 2012, close to the survey.

The increased expectations M&A activity mainly in the global pharma sector led by factors
such as increased impending patent cliff in the USA, and it is much more attractive one
Indian low-cost R&D destination and more and more and more and more Indian companies
abbreviated new drug approval (and).
The banking, insurance and financial services financial services (BFSI) sector are likely to
witness significant domestic M&A activity, & then (I think that the ed the cross-border first,
Mr. Thornton.

Air transport and the other sect retail ORS the opening in 2012, the government or woman in
the cap for FDI.

"A few regulatory changes the anvil (FDI, public support for cross-border deals with and the
like), strategic alliance and acquisitions in 2012 continue to dominate the hard, here is
expected to increase by the mergers or restructured M&a in comparison to the previous years,
Mr. Thornton grants India partner, the transaction advisory services, Sridhar Venkatachari,"
he said.

Would it not have been more of the control that's forn parts for you." First the final corrected
from the scope of the grouping, the Competition Commission.

The merger control the Indian competition act 2002 came into force in 2011. 1.

This allows the M&A transactions, which meet certain thresholds, binding in its entirety. In
addition, the provisions also indicates that the M&A businesses is also required to comply
with the distance to the competition Commission.

Here also there are significant changes in the SEBI (merging) significant to share, commonly
referred to as the "takeover".

In fact, the high Court judgment by the Vodafone recently --- 2.20 billion tax liability for
high-level and the ambiguity this more likely to have a significant obstacle for cross-border
transactions Indian business/tools Mr. Thornton, grant.

That reason Indian M&A activity 25% support 2012: Mr. Thornton

The Indian firms in global appetite, it is expected that the economic crisis this year the
overseas purposes.

In the most recent survey may grant Mr. Thornton accounting and advisory firm, the cross-
border mergers and acquisitions (M&A) is expected to be 25 percent increases, as this year.

International firms are relatively lower in value, as a result, the economic uncertainty, it is the
west, it can seem as if a invincible .
They are waiting for an incoming offers to output. If, however, the thing is not likely to be
much higher, as in the previous year lack transactions such as the mega-BP first in 2011.

Medicinal products and manufacturing the two most promising sectors for domestic and
cross-border activity in the first year, the company's fourth annual M&A and private equity
market.

Last year 644 India-M&A worth --- 44,61 billion, which, inter alia, the acquired 142 for
foreign companies in India is worth --- 28,73 billion. The 146 output, India - 10,84 billion
deals with. Private Equity (PE) value to the ---8.75 billion -2011.

The survey carried out in the last quarter 2011 and is based on interaction with the
respondent's 100 firms, firms Wipro Religare enterprises, and some of his own.

The survey found that 84 percent of respondents were optimistic the increased M&A activity
in 2012, 60 percent of the companies were considering PE, the source of funding in 2012.

M&A activity in 2012 is expected to be driven by acquisitions and strategic alliances and
mergers and divisions and debt restructuring, equity increases.

In the survey for reasons not specified in the, the upper transactions the expectations and
evaluation of the results thrown up, cultural conflict.

The spree of Indian entrepreneurs the merger and acquisitions (M&A), both of the output, as
well as the incoming gain M&A, which, it appears that the economy a good signal.

Table shows the incoming and outgoing deals with questions in India (4),

Acquiring company INDUSTRY

Target company First value

(billion)

Tata Steel Corus (UK) $12.2 Steel.

Hindalco Industries Novelis Inc (USA) $6 Aluminum

The oil and natural Imperial Energy PLC (Great $2.8 . Oil & gas
gas corp (ONGC Britain.
Videsh Ltd)

Tata motors Ltd. Jaguar & Land Rover (UK) $2.3 Automotive
Catalog

Suzlon Energy Ltd. BACK TO THE $1.7 Power & Energy

(Germany)

;Steel Holdings Algoma steel Inc (Canada) $1,58 Steel.

Limited

United spirits Whyte & Mackay (UK) $1.11 . Small breweries &
distilleries

Gaffer's performance PT Kaltim Prima; PT $1.10 . Power & Energy

ArutminIndonesia (30 %
property - Indonesia)

GMR infrastructure InterGen NV (50% - $ 1.10 Power & Energy

Ltd desktop board StakeNetherlands.

Tata chemicals General chemical (USA) $1 Plastic and

limited chemical
substances

Already there is a lot of merger and acquisition (M & A) the last few years is the Indian.
There is a high significant increase was observed data from the previous years. The 116
number of mergers and acquisition (M) only month of January (56) and (60) successfully a
February 2010 " approximately 3.86 billion dollars, while in 2009 deals with a total number
of 330 about $11,96 billion should be assessed.
K: the global growth in India, the output Merger and acquisition (M&A) deals with fold up
the H 38 (1), FY '11: ASSOCHAM

The study is that the first half of ASSOCHAM undertaken the FY'11, the 38 is the outgoing
M&A activity deals with registering 59 USD 20769.88 million in value, the right time.

The AFP test "Trend" on the M&A in India ( April-September 2010), so that the total M&A
developed shops were increased in the first half of 2009 86 141 first half of 2010. The value,
the total M&A increased outlets 11832.35 million USD 345,16 % (2009) April-September
52673.32 million USD ( April-September 2010).

"The provides clear evidence that deals with the output of Indian industry consolidation, and
at the same time, the aggressive global growth", said Mr. D. S. Rawat, secretary general
ASSOCHAM.

The first half of the current fiscal, the incoming and the outgoing and the domestic M&A
deals 15,41 % of the share, 39,43 % and 45,16 % of the 14.59 and 68, and it deals with the
Assocham study.

The sector wise the significant mergers and acquisitions has occurred on the
telecommunications, metal & mining and energy sector. The first six months of FY '11,
telecommunications sector 31,51 % of the list for full evaluation a share of M&A businesses
occurred in India, and then metal & mining sector, 24,08 % of the energy sector, 23,59 % of
the BFSI sector pharmaceutical and 7.11 % and 5.28 percent.

The M&A activity in the past six months shows that, in the Indian telecommunication sector
does all the global markets. There was 8 incoming, outgoing and the domestic M&A shop has
been in the telecommunications sector April-September 2010 valuing USD 16,60 billion
debt; 31,51 % of the total share M&A evaluation during shops.

As in all other sectors & ITES, steel, consumers are not durable, cement, real estate,
hospitality, media & Entertainment, durable consumer goods, health and flight practice 92
M&A stores in total amount of USD 4.44 billion, only contribution percentage share of the
8,43 total M&A stores.
It deals with, inter alia, the higher output during April-September 2010 is also significant
Indian Bharti Toll-free from Airtel land line telecommunications first acquired the Kuwait-
based African business Telecom entry "Zain Al-abidin purchase 10,700 million USD.

The other major output M&the thing happened to the BFSI sector in India's Hinduja group,
the Luxembourg-based KBL if you have questions Private bankers SA European 1690
million USD-t (1.69 billion USD), the private wealth management business in Europe.

The other outlet at first took the metal & mining sector Adani enterprises, one of India largest
importer, coal coal mining tools Australia Queensland), the coal and the liquids Linc energy
company's 2720 million USD. India, the Vedanta Resources PLC acquired London-based
Anglo American zinc 1338 million USD.

The following is an important first merger and acquisition output must be registered on the
energy sector, Indian Reliance Industries Ltd (RIL) has included in the 45 percent property of
Texas Instruments, Pioneer Natural Resources USA the 1,320 million USD Co. .

Trend in M&A stores in India

The statistics shown in Table (5), the grouping

The offers. Amount (million USD)

April-September April-September April-September April-September

Offers
2009 2010 2009 2010

Incoming 23 14 9129.30 8116.78

Output 27 59 527,81 20769.88

Domestic 36 68 2175.24 23786.66

Source: Assocham Research office

The research service to study the company and the private equity and M&A transactions are
used for the Indian activity, the maximum inbound M&A many value was announced in may
2011 the Vodafone Group the buyout investments in mobile phone services company
Vodafone;5,46 billion dollars. The second largest business is the business process
Outsourcing company in the United Kingdom Intelenet Serco Group is estimated at 630
million dollars. It was followed by the acquisition of the international paper 75% stake in
state Andhra Pradesh paper mills for $388 million.

1. Figure: showing industrial wise distribution merger and acquisition

US-based company acquirers the leading company in India, and then -2011 English and
Japanese firms, firms contact information.

The volume deals with the output (companies in India foreign companies/purchase of assets)
decreased about 35 percent of 127 deals in 2011, compared with 194 the previous year. It was
one of these 62 deals with the announced value of $9.9 billion, against the 104 such deals
worth $23.7 billion 2010. First, the maximum output port - I swear, the Mundra coal abbot
point to Queensland, Australia (a $2 million. Another high output power & infrastructure
procurement, GVK Australia acquired various coal mines Hancock-group of the $1,260
million.

It deals with the domestic section 333 I saw the 2011, compared to the 2010 337. - 108 Also
announced a deal with the value of $6.1 billion, in contrast to the 142 it is worth $34 billion
deal with 2010.

Overall, in 2011, the Indian firms have been involved in a total 591 M&A, including the
cross-border and domestic transactions. - 235 BUSINESS value the transaction also
announced $26 billion. The transactions volume compared to 2010 of the total 632 M&A
deals (including the value of deals announced 296 66,4 billion dollars). Median values of the
outgoing and incoming, tenders, rose in 2011, while the domestic segment.
Birla Institute of Technology and science-led group managing the Aditya is at stake 67
percent of the Columbian Chemicals $875 million, the production company emerged in most
active dealmakers (cross-border and domestic deals with) the 2011. Other offers in the
industry leading group of the buyout of the Honda two-joint venture (854 million dollars), the
Zimbabwean;purchasing group iron and steel company (750 million dollars), the international
book of Andhra Pradesh paper mills (388 million dollars) and the MAN truck and bus"
buyout the Indian joint venture partner in man power (202 million dollars).

Igate global solution by Patni computer systems, the acquisition of the $1.200 million,
information technology information technology-based systems segment appeared in the
second-largest industry in the first, the 2010. 'Neque fortis Healthcare listed publicly get
owned by the organizer - international hospital 'neque fortis International ( $665 million) and
the diagnostic laboratories chain super Religare (211 million dollars) - is dominated the
health and life sciences segment, the third largest industry in 2011.

2. Figure shows the sector wise merger and acquisition

1.1 . O , why not?

(1) introduction
In recent years, the mergers and acquisitions that have taken place between the world's
director and has an effect on almost all industry, as well as small and large companies alike.
In 1998, a $23,000 2.4 M & A trillion.2 in 1999, deals with mergers of alone in the USA
must be evaluated: $ 3.4 trillion, the Wall Street Journal.3 in 2000 9,700 mergers and
acquisitions, the United States the property more than 1 dollar million.4

Increasing globalization to cause greater cross-border mergers, the Daimler-Chrysler del,

Exxon-Mobil and Alcoa-Reynolds , to name a few.

The company also recently consolidation wave the money-saving economy, strengthening the
company's market position, to new markets, the global growth, the talented staff, obtain new
knowledge and expertise, which the new, and new technologies.

Although it is true that these errors are most of the financial and market factors, several
studies have shown the human resources and the principal reasons for problems & the faults.
In 1997 THE price water house Cooper's global investigation has established that the people
are aware of the absence and the related organizational significantly contributes to the
unpleasant concentration results.6

Lawyers, bankers and they are essential for the process of merger or acquisition, but these are
not the real essential to the successful merger. It is rather the people actually now brought
together the two organizations ultimately determine the grouping will be successful.

As a management consultant at McKinsey report, ira and Mike Shelton and Kay: "A lot of
attention is paid to the legal, financial and operational components of mergers and
acquisitions. But those who are well aware now, that the merger process in today's economy,
the human side of change by maximizing a real key value much".

In that form, that the workers do not participate in the integration process enough for a
merger. If the merger does not achieve full success possible, they must be informed and more
actively involved in the whole section to the merger process.

This report will focus on the major causes for the human resources of mergers, and failed, to
propose, how have been achieved.

1.1 . P. Cause of the Failure

First of all, it is worth to look at the statistics.

The basis of the study in the assessment of the Watson Wyatt, it was found that the more than
1,000 companies are less than two-thirds of the company's merger of profit, and only 46% are
satisfied, the more cost-effective goals.8 is supported by the findings of the study. T.
Kearney, 58 % shows the grouping does not reach the objectives to be achieved, and
only 42% of the global mergers will outperform the competitors after dealing with two
years.9

Although many people in the companies involved in a merger or acquisition and the key, it is
important to keep the 47% of the acquired firm will leave the senior experience in first year
and the companies on average, 50 % decrease in productivity the first 6 to 8 months for the
integaration.10

Mergers are not typically the HR (human resources) to the following reasons:

1. Lack of communication.

In a survey of the role of human resources mergers and acquisitions, as well as the HR
directors replies 413 2,000 or more the company, which employs 70% of the respondents
cited the staff one of the most important questions, which must be dealt with in the event of a
merger or acquisition process.11

Poor communication between people all levels of the organization, and between the two
organizations that are merging, and one of the main reasons for not.

Middle and lower levels for the workers in particular, the, which was one of the merger
issues. The survey revealed that the conference ship less than 30 % customizing merger of the
companies the middle and lower-level employees.12 therefore, it is not surprising that
"managers find themselves in the company you want to read more about the day-to-day
business of the newspaper as their own chefs. "13

Lack of communication is not only the serious question of a merging organizations, the
intentional withholding of a portion of the employees of high-ranking executives, who also
manage the merger of one of the main problem, and confusion, uncertainty and the trust and
loyalty. Some cases even the companies, the employees, that must be the driving the
reassuring statements, and their role and packages, and falsely falsely claimed that it will not
discharge.
The following table presented by Noe Raymond and shows the different stages, which in the
human resources process concerned the United States, Asia and Brazil.

6. The table 's involvement in the human resources association process

United States of Asia-Pacific Region Brazil

America

Initial Planning 16 % 19 % 8%

Investigative 41 % 21 % 12 %

Negotiation 16 % 16 % 24 %

With seamless 27 % 44 % 56 %
integration with

Source: Raymond And Noe, mergers and acquisitions" the MHR 860, Ohio state University
College of business, Fisher, January 17, 2002.

The 1999 survey of 134 human resource executives, HR department is always concerned the
merger process, and only the 59 acquired companies HR staff members asked to participate
in before the merger, and only 58% of the asked after the merger.

This participation may be due to lack of human resources is not the adverse effect to the
merger, but that means that a number of problems, which is directly related to the successful,
and the merger would have failed.

2. Because of a lack of training.

Due to the lack of training, which is not the company, which ultimately is not the only to
the workers , but in the whole merging companies, the top managers and HR professionals
who think that the Fusion process, one of the main contributors to a merger.

The training is an important element of post-merger processes and activities and the
implementation process of integration simple and smooth. If, however, the most recent
survey held with HR directors of large companies, the respondents have only 48% of the
reported taking a part of the education and the merger phase.18
In many cases, the merger process was due to the HR professionals do not count as the first
time after fusion and the questions. The survey reveals that according to which 81% of HR
managers believe that "the most HR professionals to not have the technical knowledge and
other appropriate professional & enterprise growth activities to support the acquisition
strategy development"19

HR has the necessary skills needed to contribute effectively to merger process.It is therefore
necessary to ensure a high -level managers are often due to the human resources professionals
the merger process does not believe.

The multiple copies , the high-ranking leaders are themselves are missing in the appropriate
training, that it is necessary to ensure effective management of acquisitions and mergers, and
yet it is they are, who are often making up the human resource decisions, decisions will also
be affected by loss of jobs for workers in the changes to the role of the human organism. In
the survey with 88 Senior HR leaders of the companies recent merger or acquisition, less than
33 % of the respondents reported the the M & A communication training was the top
management, and the training is not the president and CEO, the center, or the supervisors
only a frontline championship five companies. 21

If this is the status does not change , then the result is high-level managers are not able to
post-merger processes efficient and the necessary knowledge to enable them to, that the
demand for newly created organization.

"Senior managers, as well as the center in general, a considerable training and development,
in order to cope with the large organization . If you do not receive the training, the result will
be the company's productivity and profitability will adversely 22 results found"

3. Talented employees, and the most important people

"The numbers of the speed of the productive workers is one of the largest corporate mergers"
23 price of

Obtain Andmergers often leads to the loss for the merging companies main assets: the key
decision-makers and talented workers. The American Management Association, one of the
four performers leaves the company significant change within 3 months of notification of
hisorganizationand 47 % of the senior managers of the first year for company holidays. The
Wall Street Journal according to the estimates in accordance with Article 50-75 % companies
merged with the managers plan to leave within three years.

But often the merge or acquire the desire to obtain the talented labor, and the new expertise
and knowledge . The apparent contradiction is not sufficiently dealt with corporate leaders,
who are not appropriate steps to resolve the problem. They need to purchase the need for
workers after they leave the company or a merger, they are talking with him the knowledge
and competence, that is why a merger has occurred in the first place.

Take a good example that shows how to be losing a talented staff of the nations Bank-Bank a
merger or acquisition for the American securities acquisition Montgomery in October 1997.
The procurement manager is not the most of the cases, investment bankers, who left
Montgomery dispute management and culture clashes Bank of America. Many of the
investment bankers articulated Thomas Weisel, a rival Montgomery Montgomery
Montgomery securities, which it was boss.28 not so, as it had in the past is the condition that
describes how the loss of key talent success a merger or acquisition.

Frequently, that the workers do not leave the property free will the M & A transactions, as
companies reduce headcounts possibilities to downsize in order to reduce costs and a quote.
However, it appears that for today's companies more and more and more and more
information is also innovative capabilities and unique expertise, which confirms the idea that
the company's greatest asset its employees.

4. The users.

The loss also merges with the workers and the clients in acquisitions. The most common
responsibletalented employees valuable business to them, are often those who leave, the most
important customers.

"Be aware of the following: all of the company are the men, who is a telepathic link with the
company, customers, and ultimately, the success of the combined company. "31

Even if it is succeed the merging companies, the employees, the company, its customers to
continue decides that the company's business and other fear that if the level a deterioration in
the service the newly created organization. The lack of communication is not responsible for
the sentenced only if the worker the merging organizations, but also when the clients.

5. Corporate culture clash

The cultural difference is in the thing, even if it appears that only two companies have
already been a successful grouping right ingredients. Not good enough, it appears that the two
companies will fit well on paper; the end of the day, if the people did not work, the merger
will not work. Business communication and international states that the cultural differences
for the two of the main reasons for the failed. 32 THE differences affect the cultural,
communication is not possible to resolve the decision making, efficiency and employee
turnover all levels of the organization.

In accordance with the plans, all the non-exhaustive analyzes best strategy, marketing, legal
issues, etc. - if the people do not fall apart. If the two behind him, the workers not to achieve
the objectives of the strategic consolidation, and even in the best financial deals and strictest
legal contracts is not guaranteed success. "33

An example which shows the important due to the cultural differences of Daimler Chrysler
merger. After the merger of difficulty section trying to integrate it into the two very
different cultures. In spite of the fact that the Daimler-Benz and Chrysler, expressed in both
the start-up, their commitment to working together, the common work and product
development methods, practices the commitment was not, the phenomenon exemplified the
Daimler management expresses that this the Chrysler parts Mercedes cars.

6. The policy.

A significant obstacle to success may be ispower struggles of mergers and acquisitions. The
company's own campaign management and to the two companies , which the grouping of
demise. Great fights not only distract attention to be paid to the business leaders, but is
typically above the interests of its own, and often make decisions, it will be useful to them by
the other's expense.

Although there is more and more to believe that, for the settlement of disputes is not more
than one case of a joint acquisition, there is not, that "the equal". Even in the Daimler-
Chrysler merger, it was clear that the distribution is not uniform. The Chrysler economic
driver Jim Holden, "What's she felt like we were married , and it was clear to him that it was
thought, was to marry her. "35

1.1 . Q. Introduction to the corporate restructuring

 The "corporate restructuring" connotes the whole process by which the existing
enterprise re-orient himself, as the changing business environment and
operational dynamics. This is why it is an aspect, a number of corporate restructuring
involves change according to the circumstances and the different methods in order to
achieve the objectives of the change. Corporate restructuring is also without internal
changes the company legal person or an external process one or more of the new
organizations create, or the existing balance. Internal restructuring (a) operational
conversion, (b) and (c) divisionalization financial restructuring. Operational
restructuring or the technical practice such as the restructuring or business processes
driving initiative such as the organizational structure. The other is often used in
internal restructuring financial restructuring, which entails the company the capital
stock. Finally, the matter will be discussed in chapter 14. Divisionalization refers to
the separate classes the same withifn the company for better handling and
accountability. The discussion has been of divisionalization section 12. It deals with
the current chapter of the corporate restructuring the existing corporate balance or
share in the economy resulting in a change in structure. Install 15.2 shows the
different types of corporate restructuring.

7. Table shows the corporate restructuring

The corporate restructuring

Internal restructuring External conversion

(There is no change in corporate By the transfer of assets

structure
• Subsidiarisation
• Financial restructuring debt • The
(debt swaps, Bail-out, etc. • Demerger
), or of the capital Through transfer of the capital
(Subscribed capital
• Divestiture (sales)
reduction and other
• Spin-off
methods)
• Equity the
• Operational conversion
 • The SBUs specification has
been adopted by
Divisionalisation or

8. Table shows the external transformation

External conversion

Transfer of the capital The transfer of assets

Subsidiarisation But merger

• 100 % OF THE PARENT This combination a hive-and the

COMPANY owned spin-off, and the transferring
• In general, the subsidiary company shares in the
sells a new deal for parents' shareholders' company of the
contribution. company is located.

Divestiture (sales) Hive to the

The transferor retains the future of • The existing business

business interest or assets. Taking segment or division sells
into account usually in cash or the company or an existing
securities. The receiver is a non- company.
participating. • The beneficiary does not
necessarily have to be
excluded from the
transferring company
strategic it retains the
transferring it.
• It includes the assets and
liabilities (if you can
choose the recipient should
be the transferor.
 Spin-off (but-subsidiarization) Specific rules relating to taxes the
sale of subsidiary IPO offer/
The parent shall be allocated in
question
proportion to its share of subsidiary
for the shareholders.

External conversion.

1.1 The need for corporate advisory services.

The corporate advisory services" include the companies an umbrella professional advice for
professional advisers, investment banks, lawyers and the accounting act and other service
providers. The corporate advisory services arises the following numbers:

• The company's complex business processes, and a number of contractual relations and
the number of transactions for large corporate other bodies. In such transactions, and
contract should be reviewed in the various business and legal angle, so that an optimal
structure that the interests of the company and the other contracting party. The
necessary expertise for testing is not always such a detailed the portals are available
within the company. There is therefore need for an external expert adviser to the
appropriate advise the company.
• There are several instances when a company restructure or the balance in order to
revamp your phone system, in order to present or the operation of the ordered
the. Restructuring is driven by a number of occasions, budgetary constraints. This
kind of restructuring
• Cash and carry wholesale trading
• Other services or goods are imported, at least 75% purchasing and selling of goods
and services companies in the same.
Imported goods Retail manufacturing bases outside the Indian commercial units are not
allowed.

13. The infrastructure of the company / service sector investmentis provided for in the
whereforeign retaining, only the direct investments should be considered for the
specified retaining and foreign investor company al is not to be included in the cap
 for a foreign direct investment investment company shall not exceed the 49 % and
the investing company owners are the Indian.
14. There is no special condition part of the letter or foreign investor is changed or
additional terms and conditions that the letter. This does not change the general
principles and rules apply to the industrial sector.
These guidelines do not affect the government's right to new directives or the legal provisions
and permeates all the necessary.

1.1 . S. Type of corporate reorganizations or moves your computer

Based on the above, the resulting company (a) corporate restructuring the existing company,
or the companies of the group or (b) to the integration process of M & a full corporate re-
organization the following maps (. 15.1 ).

The following (in this section we will discuss in detail, all the corporate re-organization of the
feeling as shown in the diagram above.

Table 9, showing the corporate restructuring

The corporate connection

Integrating the existing A restructuring of the existing

companies enterprise or non-split off the
balance.

By the transfer of assets Through transfer of the capital

• Grouping • Purchasing
• Transformed • Acceptance

Business and management consultancy service provider advisory service in the

contracted organizations specially trained and qualified persons, who assist in the objective
and independent manner, that the client organization analysis of management problems, such
problems, and help you, if so requested, the solutions (Greiner and Metzger, 1983. ).
1.1 . The concentration at the consultants and advisory firms

Advice is extraordinary and truly unique. He recommends two reasons why the
industry exists. First, driving knowledge, techniques and knowledge has not learned the best
and the many various companies different industries. The executive shall not, however,
typical this variety. The printers. - The company or of the most very little. His was not
yet and may not be. It may not be possible to simulate a . - Consultancy and, on the other
hand their machine, and so. Second, printers, it notes that managers be sick for the objective
approach to management problems. Empirical research shows that the customers is primarily
new ideas from outside consultants, technical competence and impartiality, and objectivity
(Gattiker and Larwood, 1985).

In this context, it is worth to distinguish the management consultants and transactional

advice. And sometimes, the original transaction actually managing consultants consultants
the firm's acquisition strategy plan and look for the procurement strategic goal, and then look
for the acquisition is aligned with the proposed M&A strategy. More Often, the big
companies and their own procurement consultants rental transaction and then the perfect it is.

Transaction investment banker, which includes, lawyers and tax experts, technical assistance
guide you, the procedure is generally characterized as "the contract." Well the complexities
associated with much decision-making (pre-exploratory actions, diligence evaluation,
forecasting value) and the related negotiation (which is the general agreements and the many
value) are important determinants of M&A success. For example, if the purchaser pays too
much, it never the money. The experts, the customers who recommend that the back to the
expert advice.

The post-combination, and integration perspective, this is the place where the real challenges
facing management and the management. As opposed to the transactional advisory role in the
advisory opinion is to serve as consultants make the merger, clarify and called on the
problems of, frame, while the decision-making process. Even if this help and advice to M&A
decision by the most integration managers good relationship, the two organizations. One
whose fate is linked to the long-term success.
Merger integration consultants usually embed the expertise the consultation process. My
experience suggests that the supplier of the most effective intervention, rather than to "play,
and guru, evolve around and his companions had been the "trusted" the US." This approach,
it seeks to support and promote the organization's own decisions.

The dilemma, to have the time a "trusted" customer. Shall be accompanied by a stormy pace,
and most of the M&A, advisers are not much time or gain. Instead, it is usually the former,
famous carries the most weight, and then the consultant quickly adept must bring forward the
issues, and helped to plan the integration process specific steps. The initial fast and this is
often the consultant shall be determined by the fate and opportunities for continuous
connection.

And so, though many M&A advice to financial and includes the pre-merger of strategic
analysis, and the thing is, this chapter more in full even after the integration issues, and
methods for successful face as these problems.

As a management consultant at McKinsey & Company recommends the reasons why an

external management consultant six a number of cases, there is no point.

1) HAVE not elsewhere specified or included.

2) A wide variety of viewing experience OUTSIDE client.

3) THE study of a problem.

4) The professionals.

5) Are independent of each other; and

6) These are based on the proposals (bower, 1982).

Boston Group (BCG) similar plans. Significant value in accordance with the experts,
reducing the problem solving time (Hagedorn, 1982). BCG's opinions and McKnsey may not
actually be supported empirically, but an interesting glimpse of the consultant's for the
industry.

It was, on the contrary, it was claimed by many to be the consultants to be assumed to

be available in-house large companies, companies due to significant encounter the most
problems. Bower (1982) in about connecting, professionalism and independence will
certainly be a different situation may vary. We consultants the ability, but if it were not this
proprietary technology is not necessarily apply to the entire industry consultation. As a matter
of fact, it is only results from training. No doubt, however, that the advisors to plan other
industries (canback, 1999).

An empirical investigation of interviews on the basis of which more than 200

different companies internal consultants and Henderson arbor disputes. Kelly (1979) suggests
that, external consultants is indeed more expensive than internal consultants, it is not
necessarily the appropriate time and place and because of the lack of any understanding of
the client. Kelly's support for the internal consulting, to suggest that the internal resources to
working on the future after consultation with and t six external consultants is only the special
problems when it is necessary, the internal resources. Canback (1999) are the external
consultants, that may be cost-effective, available, and knowing the client for understanding
problems, and conditions. Enter the management consultants why switch is used to select the
next section let us examine the role that the organizations have played a role in an advisory.

The three types of Schein accepted model of the consultation:

1. Buy now.

2.A doctor-patient,

3. Consultation process:

(1) reception-expert recommends that customers are looking for independent consultants
perspective where providean bear the problems. There is no expectation of the focus on client
relationship is in itself, but as a separate knowledge.

(2) the doctor is the patient by focusing on the consultant's inspect the diagnostic method for
the client organization . The different experience, personal qualities, the advisers knowledge
diagnostic strategic and organizational problems. This model emphasizes the building strong
relationships and the consultant and the client development.

(3) the consultation model the supplier of the facilitator for the customer actually how much
the real expertise. There is a clear distinction should be made the tasks and roles. The end,
the customer's choice what is the problem. The contractor shall have more than one method
and framework for defining the problem, and the best possible alternative.
As an alternative, officinale Nees oil containing safrole" by and Grenier (1985) proposes five
categories of consultants.

(1) the mental adventurer analyzes problems, for example, the intransigent extremes is really
long-term development of the concepts, this strict economic development methods and its
own experience.

(2) the strategic Navigator bases is greater than the contribution or rich quantitative
understanding of the market and the dynamics, and then recommends the action without too
many respects the client's perspective.

(3) the managing physician income in respect of it or a deep understanding of the internal
dynamics customer organization, often willing to sacrifice some profit objectivity of the
realistic perspective what.

(4) effects the System Architect of clients in the redesign, I'll take it out, and systems - always
in close co-operation with the client.

(5) The eco-friendly co-pilot instead of good senior managers the expert facilitator, and in
him there is a new knowledge of the client (officinale Nees oil containing safrole" by and
Grenier, 1985).

Officinale Nees oil containing safrole" by and Grenier-model it has many similarities
to Schein (1990) study, such as the mental adventurer is similar to that of the expert, the
strategic navigator, the surveillance system of a doctor and correlates with the "doctor-
patient" model, and the co-pilot adjusts the near-consultation. Institutional consultants make
obscene pleasure understood explanation does not exceed the the pilot and a doctor on site.

It was an amazingly insusceptible engagements the matter, the solitary TOE dexterity
please call the the advisory a singular amour and customer. Turner (1982) continuum is a
puppet of category eight customer - advisory relationship. The frame of the tasks in the
hierarchy of the inscrutability a client has the advisory category. The eight tasks identified:

(1) the knowledge provided by the customer.

(2) solve customer issues.

(3) research on the diagnosis, which insists.

(4) a diagnosis based on the submission .

(5) applied for the management and implementation

6) The development of, and based on commitment about a ameliorator action.

(7) responsible for providing customer and learning experience,

(8) continuous increase the organization's effectiveness.

Restless wandering Turner argued advisors to keep off the early 1970S, and a hypocritical,
for the consumer. More and more distributed by after consulting the committee, the
undertaking procurement staff member and the factual recommendations, and close to 'yes'
six-feet (caliper, 1996).

Rynning (1992) offers the lyrics are also given are often conjectural, after consulting the
Commission, the further investigation tyrannize we speak of 'success', including:

• For the sake of clarity a problem be/wording.

• The number of new ideas and quality.
• New skills.
• Custom design,
• New ways of thinking"
• The planning level
• THE CO-operative skills level.
• Tike management.
• Design features
• The implementation effectiveness.
• Strategy
• Problem solving.
• Enforcement.
• Follow-up; and
• Cost efficiency.
 The role of advisers moved back cruel messiah, the Shipwright and colluder. Role of the
consultants also arise if safety interest suddenly noticed swollen egos here offer shall evaluate
the client presents. Alternately, evenly, the consultants Butt as it deems necessary to start the
"unswerving commitment to the positive customer" - the stress all knowledge is available on
the client, while the customer, often a high-resistance." Several changes, it is easier to play in
"recommended for the secretary, who shall determine the mutual liability and ownership
objectives, process and result is attached; the ability to-builder the elegant the customer
complete an aptitude test and the translation to concede as long, and the friend who builds an
automatic teller machine with an energetic and widely that the customer's eyes would
COUNTERACTION. Try a strange place, he explained the clients perspective. The
immigrant advisory activity should be examined on the invigorating love consultant for the

1.1 . U. M & therole of phases and advice

The image is shown in the figure 13-1, to advise the role of merger and acquisition evolve
around three different, but overlapping phases: 1) pre-combination preliminary planning, 2)
early integration in joint implementation, and 3) post-combination aftermath.

The pre-planning a combination of both, the consultant, in order to concentrate more on

working on high-level managers to better understand and matches well with the strategic
reason for this is it. Great emphasis will be given to the client's perspective and the awareness
of non-financial analysis of the factors (e.g. , cultural factors, human resources, it system),
and then, in order to assist the client assess the post-integration needs and outcomes. The
point is, the emphasis will be on the drawing what is necessary to success of a merger or
acquisition.

The following section the combination, the early integration efforts will focus on achieving
the transition itself, in order to strengthen cooperation between the companies, and merger of
the two organizations by syndrome, and related problems and issues.

Finally, during the post effect the combination, the emphasis is on the combination,
continuous integration initiatives, and interpretation of reactions and the appropriate behavior
and Dysfunctional hemoglobin or intravascular dyes can cause inaccurate.

In spite of the fact that all the other line, the emphasis will be on three section of
consultants shall be continuously be placed on the ability to organization members both sides,
that: (1) it is necessary to clarify and understand the goal is to integrate the two companies
joint the standards; (2) deal with the uncertainties and anxieties dissipating the M&A process;
and (3) to refocus their energies with the related objectives and tasks (see approach).

Ideally, the supplier to the operation should be both the three stages. The M&A
advice, however, a much better piecemeal and reactive, and the different advice in progress to
solve the problem, which unfolds a aspect or to the general M&A process. The pre-stage joint
preliminary design, the transaction advisors in general, the process without the involvement
of merger integration consultants. We're sorry, but, often not a merger integration consultants
brought problems too late so the tears after post-combination, the merger or acquisition is not
perfect. This point, the customers are often unrealistic expectation is for what can be achieved
by the service providers.

Three time-related factors, which affect the challenges advisors when intervening, the
image of a merger and acquisition. The first problem with the procedure of the supplier.
Advisers are faced with very different challenges need to be the intervention phase. The
client is a combination of pre-planning in advance will help (e.g. , the original integration
planning evaluation) is quite another, as in the intervening period of the early integration (e.g.
To clarify the strategic intent after the fact). Consultants make a grouping too frequently,
only the post-combination outcome section of "mounting" to a given problem (e.g. , the
exodus of key personnel).

Strategy and selection Vision and strategy setting

Matching: between firms in the Partner/objective

evaluation

As far as it broadened line care (e.g. , cultural,

Hours practice, marketing, operating systems, IT)

Promote synergy and the analysis of revenue

Notification Introducing analyzes

Communications Strategy: internal and external
 Create the integration plan
Reduce the stress sensitisation by direct emotions and merger
And of the
Organizational members
analysis of integration
Assessment business and cultural
When the successful integration
Initial organizational structure design
Select an initial transitional plans
Integration Manager, and the
Integration Groups
Workshops
Focus group

Early integration of (the first 1 to 6 months)

Improve the cooperation between firms in the Guidance meetings and
Realistic M/the views
Two-way communication (meetings,
Hotlines, newsletters)
Intergroup and teambuilding

Focus on the transition and Transitional and steering committee

With seamless integration with Implementation and

integration plans

Focus on reward systems (material and symbolic)

Focus on the organizational rituals

Through merger syndrome ... Focus groups and survey feedback

Problems and issues Coach Senior and middle management the

desired attitudes and behaviors

POST_COMBINATION aftermath (the next 6 - 18 months)

The joint and the support. Integration Test

Integration Initiatives Translation options

Exit interviews
 Continued integration activities and

Transitional rituals

Evaluation and improvement Conflict and team building

Dysfunctional hemoglobin or intravascular dyes can cause inaccurate operation

Initiatives

Focus groups and survey feedback

As shown in Figure 13-1 IIIustrative Integration-Related Merger and acquisition after

consulting interventions. Often it is difficult to capture in position, because the for the
purchaser. For example, a survey Pittiglio Robin Todd & McGrath, a global management
consulting firm for technology-based enterprises between the number of acquirers
unsucceffful common problems. In the less than a quarter of the company the integration
activity members of interested parties and the most important, it is at the transitional group,
and is not well understood, and supports the new strategy entity36.

In these situations, advisers are faced with a number of specific challenges. I initiate an
explicit strategy in general try to increase the an open dialog between firms (e.g. , data
sharing, common activity-design, and the off-site team-building meetings). But I could not
find the target firm's managers are often restless initiated these efforts. Because the acquiring
company does not assume the initiative the first location, individuals usually suspicious or (1)
the parent, or (2) the purchaser shall know that there is a consultant to assist them to change.

Existing between the advisers, long-lasting change will only occur if the upper intervention
begins, there are some things that may be a lower organizational levels. Of course, these
constraints, interventions are intended to promote the full solution strategies and how to apply
them. Special emphasis should be placed in the support, which will allow them to members
of the firm: (1) to conceptualize and understand its own sphere: (2) allows the potential
possibilities exist ambiguous situations; and (3) to the "small WINS", which to the
individuals and their co-workers also initiate and experience 37.

One of the most effective organizational members shall assist this process and drive them to a
place and help them question the situation, and within the limits of their respective powers.
The essence of these questions in order to prompt identification of workers (1) exactly what
is the nature of the situation; (2) to what is necessary to solve the problems, and/or maintain;
and (3) that is or may be sufficient resources deal with these issues. The aim is to allow the
individuals, that a distinction must be made between those aspects, the environment and may
not be them, and to the public awareness, the direct action is able to handle questions, and
even the behavioral change the attitude.38

Attention to the organizational members to the areas where they are able to influence the
individual, are encouraged to work outside resolving the possible solutions. If a problem to be
resolved, is often a problem can be solved by the next will be shown and the organizational
members to encourage more active dealing with this issue. It is important that we are aware
that the complex organizations, such as "small WINS" does not necessarily connect the fine,
linear or sequential format, a particular type of wine each step a pre-determined destination.
This approach, however, the momentum toward cooperation between firms and more positive
attitudes.39

It is clear that this approach. The organization receiving a decision quickly undermines the
purpose of the undertaking, they tried to. Therefore, in such cases, thus helping to : only by
the fact that, the company to the customer rather than the objective sense of disappointment
and frustration.

1.1 . (V) of the advisers the role of M&A

Merger and acquisition in one of the most important event on the company's lifecycle. The
strategic significance, and the large, wide-ranging research first examines various aspects of
mergers and acquisitions, including the financial advisors, advise on the business. The M&A,
the consultants to increase such a variety of areas. The market dynamics are experienced
advisers knowledge, see the regulatory issues offer networks, contacts, identifies the potential
purchaser firms, and the potential solution to difficult situations, the total, the main functions
of M&A advisors to expertise the different areas, and the intermediary in the negotiations.

Academic bowers was alive, and high-miler (1990) examined were among the first ones, that
the value of purchases investment banks, and since then a significant literature is the M&A
advisers. In particular were popular themes the advisory (e.g. , da Silva Rosa et al. (2004),
forte, Navone and lannotta (2007), (2003), hunter and Serveas Jagtiani and Zenner (1996),
Thomas (1995) and the Committee's reputation (e.g. , ma (2007), Michel, shaking their heads
and Lee (1991), Rau and even (2002). It is an instance, and Zenner (1996), examine the
following factors determine that a purchaser hires an advisory and a decision to the
notification rental returns, and ma (2007) studies the owners benefit from the rental upper
level.

Previous research, however, the advisers the acquirer rather than. In general, that the two
purchaser and advisers is rather rare. The exceptions to this are the study of the lake looked at
her, Kini, and Ryan (2003), which is investigating the relative reputation advisors to share the
wealth obtained the corporate takeovers, and Allen et al. (2004), studies of commercial
banks, consultants and the merger with the former lending firms, and the objective is an
acquirer. These studies, however, is not to explore the relationships. In fact, most of the
research will concentrate on the Advisor-firm will focus on established a connection. For
example, Saunders and Srinivasan (2001) study before the bank the company's relationship
with the consultancy fees, and Allen and Peristiani (2007) discover the price of syndicated
loans purchasing advisor.

M&A advisors may maintain the connection because the previous cooperation in the
investment banking activities, such as security and M&A advisory services. Simple
Syndication of insurance, more and more frequent the links of the network between the banks
more and more. In the writing of fierce competition, having regard to the strong ties is very
important, as the other highlighted the Underwriters Laboratories may be requested by the co-
managers, by others. Ljungqvist et al. (2007) also show that more and more CO-operator
security underwriting it increases the likelihood that the investment bank was selected as the
runner in the book deals with the future. The reputation and knowledge-intensive industry
like investment banking, and peer-relations are reported to the decisive thing and information
channels.

The relations, the purchaser and the consultants develop close working relationships with, in
particular, may have an impact on the function deals with questions of strategically
important, because it is for advisers, links to business partners. In particular, the target and
acquirer consultants to show the additional conflict of interest in many ways, the more
favorable, as a company. It is important to consider the investment banking the built-in-
conflict should be handled. Certain dimensions of conflict of investment banking. For
example, the United Kingdom, stouraitis (2003) Examine the announcement and the fee to do
not differ from those of the consultants do not invest in your own money and financing the
deal. Bodnaruk, gentleman, and Simonov (2007) examine, to the tenderers to the basis of the
information highlighted the banks investing the target firms. Due to the conflict also ensure
fairness opinions of the scientific interest, and the latter in time what the studies and
Hiitscherich Calomiris (2005), Kisgen, Qian. And song (2007), Makhija, Narayanan (2007).
If, however, as the best of our knowledge, the potential conflict of interest is generated, the
connections and networks both positive and negative results, and the fibers, which are easy to
the blind - Smith-Doerr and Powell (2005).

M&a deal of negotiation process and thus, the consultants" that a deal may also play a
significant role. This is the interdependence of consultants of the peer-to-peer connections.
More specifically, the resource-dependence on Theory (See Emerson (1962), a electrically
charged is essentially an other. If the relationship between two parties some of the main, that
this is a one-half of its revenue is generated by a greater than the relationship, and thus more
dependent on the relationship, the other Party have more bargaining power. The setting, if the
target and acquirer different investment advisers close working relationship banking segment,
rely on the future business relationship and information. However, if you link the addiction.
For example, in order not to compromise the connection is an important partner, the less good
bargaining power is constrained to some extent, the activity will be, not the interest of the
client company. Secondly, if the bargaining power of advisory may be higher than the benefit
is that better for the customer. The preliminary tests it was found that the financial planning
and management of transactions is not to be considered as the M&A. For example, the
previous research has examined the role of lockup (burch (2001), the method of payment
(Chang (1998)), notice fee (officer (2003)), and markup language (Achwert (1996).