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De-merger case study for study purpose only.
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CORPORATE DEMERGERS AND REVERSE MERGER GROUP- 6 Mohammed Faisal Shreya Saha Arjun Mehta Hasan Sujata
DEMERGER • Demerger is a form of corporate restructuring in which a firm’s business activities are segregated into two or more components. This is the opposite of mergers. • Demerging can be carried out by distribution of transferring the shares of a subsidiary holding the business to a company’s shareholders who are carrying out the demerger. • A demerger can also occur by transferring the business to a new company or business and then issuing shares to the shareholders of that company. • EX: Fosters group ,Bajaj Auto Ltd
Modes of Demergers • Partial Demerger : It is a separation of a part or department or division of a company and transferring it to one or more new companies where the shareholders are the same as the parent company and who are allotted shares in the new company at the same proportion which they hold in the parent company.
• Complete Demerger : It refers to transfer of a whole company into one or more new companies that are formed for this purpose and the parent company is dissolved by the special resolution of the shareholders. • The shareholders of this parent company are given shares in the new company or companies as per the exchange ratio agreed in the demerger scheme.
Ways of Demerger • Demerger by Agreement • Demerger under the Scheme of Arrangement • Demerger under Voluntary Winding Up
Voluntary winding up • Unable to function • End of purpose • Financial obligations
MODES Voluntary winding up by: • Members Board meeting called wherein winding up is officially declared along with an affidavit.
• Creditors done when directors are unable to give a declaration on the liabilities.
• Ordinary resolution • Special resolution
Winding up procedure (MEMBERS) • • • • •
Appoint liquidator Payment of his services determined Notification to registrar Powers of others ceases If liquidation exceeds a year liquidator to call a general meeting.
Tasks to be performed • Conduct general meeting and present reports • Meeting called through advertisement • Copies to be sent to registrar and official liquidator • Company is dissolved if registrars is convinced or else further investigation.
Winding up procedure (creditors) • Appoint liquidator (creditors preference) • Any director, member or creditor can approach the court for a direction that The liquidator appointed should wind up the company • He should join with the liquidator appointed by the creditors for winding up. • If liquidation exceeds a year liquidator to call a general meeting.
Tasks to be performed • Conduct general meeting and present reports • meeting should be called through an advertisement. • copy of the account should be sent to the registrar and official liquidator within a week following the meeting. • If the registrar is convinced that the affairs of the company are not being carried out in a way that is partial to its members then the company will be considered dissolved from the date of report. • Once a company has fully wound up and the assets have been sold, the proceedings collected are used to pay off the liabilities of the company and the creditors. • The remaining amount could be distributed among the members of the company based on their rights and interests in the company.
Procedural Aspects of Reverse Merger • In a reverse merger, the shareholders of the private company acquire control in the public company and then merge it with the private firm. • The public company is known as the shell
• The shareholders of the private company receive a substantial majority of shares of the public company and the control of it Board of Directors. • If the public company is registered with the SEC then the private company does not have to spend too much time and resources on state and federal regulators as this process would have already been competed by the public company. • But, a comprehensive disclosure document containing audited financial statement and legal disclosures would be needed by the SEC to report the issuers
Benefits of Reverse Merger • Possibility of quoting a higher price for the shares later. • Becoming a publicly held company at a considerably less cost. • Lower susceptibility to market conditions. • Lesser time in completing the transaction.
Drawbacks of Reverse Merger • Possibility of pending lawsuits and unforeseen liabilities. • Possibility of angry shareholders of the shell company. • Inexperience in the public sector for the owners of the private company
