Takeover

A takeover occurs when one company makes a bid to take control of or acquire another by buying a majority stake in the target company

Qualities of a company with attractive takeover targets

Firms with a unique niche in a product or service

Small companies with viable products or services but insufficient financing

Similar companies in close geographic proximity where combining forces could improve efficiency

Viable companies that pay too much for debt could be refinanced at a lower cost if a larger company with better credit took over

Companies with good potential value but management challenges

Procedure

Strategy formulation and profile specification

Drawing up a long list of potential candidates

Selecting and approaching candidates

Market analysis and valuation

Negotiating with candidates

Letter of Intent

Due diligence investigation and final negotiations

Financing

Drawing up the purchase agreement

Closing

Documents Required

Articles of Incorporation

Letter of Intent

Acquisition Agreement

Memorandum of Association (MOA)and Articles of Association (AOA)

Submit a consent affidavit filed by the number of unsecured creditors.

Audited Balance Sheet

A detailed list of all equity shareholders

Auditor’s Certificating defining the number of Secured Creditors

Auditor’s Certificating defining the number of Unsecured Creditors

Submit a Board Resolution for authorization and approval of the scheme.

Affidavits filed by the Equity Shareholders.

Submit the Auditor’s Certification about the accounting treatment prescribed in the scheme of amalgamation.