Merger

Duration – 6 months

Fee – Rs 40000 per month as a retainer 

Success Fee – 2% or Lump Sum

When two companies or entities combine and form a new single company or entity, it is called a merger. For example, when company X and company Y combine and form a new single company XY, it’s a merger. A real-life example is the merger of SBI and its associate banks like SBBJ, SBH, BMB, etc.

Procedure :

  • Develop a merger Strategy
  • Set the merger search criteria
  • Set for potential merger targets
  • begin Merger planning
  • Perform valuation analysis
  • Negotiations
  • Merger Due Diligence
  • Purchase and Sale contract
  • Financing Strategy for the merger to happen
  • Closing and integration of the merger

Required Documents-​

  • Merger agreement
  • Articles of Incorporation
  • Merger Draft- It includes
  1. Preamble
  2. Definitions and Interpretations
  3. Share Capital clause
  4. Transfer and Vesting Clauses
  5. Legal Proceedings
  6. Effective and Operative dates clause
  7. Employees and Staff of the Transferor Company
  8. Issue of shares by the Transferee Company
  9. Accounting Treatment
  10. Clauses for other and general terms
  • Documents to be submitted by Transferor:
  1. Memorandum and Articles of Association.
  2. Audited Balance Sheet.
  3. Board Resolution for approval and authorization of the scheme.
  4. List of Equity Shareholders.
  5. Consent Affidavits filed by the Equity Shareholders.
  6. Auditors Certificate stating out the no. of Secured Creditors.
  7. Auditor’s Certificate listing out the no. of Unsecured Creditor. 
  8. Consent Affidavit filed by no. of Unsecured Creditor. 
  9. Auditors Certificate concerning the accounting treatment proposed in the Scheme of Merger.
  • Documents to be submitted by Transferee:
  1. Memorandum and Articles of Association. 
  2. Audited Balance Sheet. 
  3.  Board Resolution for approval and authorization of the Scheme.
  4. List of Equity Shareholders. 
  5. Auditors Certificate listing out the no. of Secured Creditors.
  6. Consent Affidavit filed by the no. of Secured Creditor.
  7. Auditors Certificate listing out the no. of Unsecured Creditors.
  8. Consent Affidavit filed by the no. of Unsecured Creditor.
  9. Auditors Certificate concerning the accounting treatment proposed in the Scheme of Merger.
  • Other SEBI compliance documents.
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