merger

When two companies or entities combine and form a new single company or entity, it is called a merger

OUR PROCESS

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

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Required Documents
  • Merger agreement
  • Articles of Incorporation
  • Merger Draft which includes

Preamble

Definitions and Interpretations

Share Capital clause

Transfer and Vesting Clauses

Legal Proceedings

Effective and Operative dates clause

Employees and Staff of the Transferor Company

Issue of shares by the Transferee Company

Accounting Treatment

Clauses for other and general terms

Documents to be submitted by transferor

Memorandum and Articles of Association

Audited Balance Sheet

Board Resolution for approval and authorization of the scheme

List of Equity Shareholders

Consent Affidavits filed by the Equity Shareholders

Auditors Certificate stating the no. of Secured Creditors

Auditor’s Certificate listing the no. of Unsecured Creditor 

Consent Affidavit filed by no. of Unsecured Creditor

Auditors Certificate concerning the accounting treatment proposed in the Scheme of Merger

Documents to be submitted by Transferee

Memorandum and Articles of Association

Audited Balance Sheet

Board Resolution for approval and authorization of the scheme

List of Equity Shareholders

Auditors Certificate listing out the no. of Secured Creditors

Consent Affidavit filed by no. of secured Creditor

Auditor’s Certificate listing the no. of Usecured Creditor 

Consent Affidavit filed by the no. of Unsecured Creditor

Auditors Certificate concerning the accounting treatment proposed in the Scheme of Merger

Other SEBI compliance documents