Tuesday, January 1, 2008

Job Opportunity: VP (M&A): Global Investment Bank

Position – VP (M&A): Global Investment Bank

Location: Mumbai
Joining: Immediate
Compensation: Best in the Industry
No. of Positions: 1
Contact: jobs@avanceunlimited.com

Organization
Our Clients M&A Practice is one of the world’s leading Mergers and Acquisitions advisory group with some marquee names deals to their name. The M&A Group consists of professionals located in New York, London, Hong Kong and around the globe. The Group has an unsurpassed level of industry, regional and product expertise, with a special expertise in executing cross-border transactions.

Role
The incumbent will be responsible for domestic and cross-border M&A deals, private equity syndication and raising capital. The role includes deal origination, client engagement and completion. This is a mid to senior management role within the company. The incumbent will work closely with Executive team

Requirements
•MBA from Top Tier business Schools
•5 to 7 years of experience as in Investment Banking – M&A and Private Equity syndication deals
•Track record of executing large deals
•Excellent Communication Skills

Posted in Orkut on 30-12-2007

Tuesday, December 4, 2007

Questions Septermber 2007 Examination

1. Discuss briefly the motives behind acquisition of businesses and companies by existing companies and describe briefly the types of acquisitions that they make to satisfy the specific motives.

2 What is due diligence? Explain important steps in it.

Due diligence begins with legal aspects and extends to business and management considerations.

Lawyer's definition:"A process of enquiry and investigation made by a prospective purchaser in order to confirm that it is buying what it thinks it is buying."

Dealmakers view: Due diligence is about reducing transactional risk. due diligence helps to identify issues that feed into price negotiations, and hence reduce the risk of paying too much; It helps to de-risk the deal by identifying points against which legal protection should be sought.

Definition of CDD: CDD is a mini-strategy review that is carried out by acquirers of companies to:

- confirm that the company they are buying has the commercial prospects they think it has;
- help plan integation;
- show how to position an acquisition or the combined entity for maximum value.

3. What are the provisions of Income tax Act regarding income from business and profession? Examine their relevance when a company is acquiring another company.


4. Explain the provisions of accounting standard AS-14.

5.What is strategy? According to Michael Porter, what are the steps in strategy formulation? How do acquisitions support Michael Porter’s conception of strategy?

6. Give a brief account of steps involved in initiating and completing a merger in India.

7. Describe the important points in SEBI Guidelines regarding takeover in India.

8. Explain the important steps to be taken up by a company to successfully integrate an acquired unit with its operations.

9. Describe briefly various theories put forward in the area of acquisitions and mergers.

10. Explain any two empirical studies that were done in the area of acquisitions and mergers.

11. Discuss the reasons why companies divest some divisions and discuss any one empirical study on the performance of companies and that divested the divisions and companies that acquired the divisions.

Wednesday, November 14, 2007

IBM to Buy Cognos in $4.9 Billion Deal

November 12, 2007 Monday

IBM said Monday it would acquire Cognos, a maker of business-intelligence software, in an all-cash deal it valued at about $4.9 billion. Cognos is based in Canada, Its rival, Business Objects, agreed to be bought by SAP last month.

At $58 per share, IBM’s offer is 9.5 percent higher than Cognos’s closing share price Friday. That is not a particularly fat premium, but Cognos’s stock has already risen sharply amid rampant speculation that buyers were circling.

Earlier this year, Oracle agreed to buy Hyperion Solutions. Then in October, SAP swooped in on Business Objects, leaving Cognos as the only large, independent vendor of business-intelligence software, which companies use to analyze their operations. Analysts generally assumed that Cognos would not stay independent for long.



Monday’s deal between IBM and Cognos was a friendly one, but it is still subject to shareholder approval. IBM said it expects the transaction to close in the first quarter of 2008.

http://dealbook.blogs.nytimes.com/2007/11/12/ibm-to-buy-cognos-in-5-billion-deal/#more-18832

IBM to Acquire Cognos to Accelerate Information on Demand Business Initiative (Press Release)

ARMONK, N.Y. & OTTAWA, Ontario - 12 Nov 2007: IBM (NYSE: IBM) and Cognos® (NASDAQ: COGN) (TSX: CSN) today announced that the two companies have entered into a definitive agreement for IBM to acquire Cognos, a publicly-held company based in Ottawa, Ontario, Canada, in an all-cash transaction at a price of approximately $5 billion USD or $58 USD per share, with a net transaction value of $4.9 billion USD. The acquisition is subject to Cognos shareholder approval, regulatory approvals and other customary closing conditions. It is expected to close in the first quarter of 2008.

The acquisition of Cognos supports IBM's Information on Demand strategy, a cross-company initiative announced on February 16, 2006 that combines IBM's strength in information integration, content and data management and business consulting services to unlock the business value of information. Integrating Cognos, the 23rd IBM acquisition in support of its Information on Demand strategy, will enable new business insights to be delivered to a broader set of people across an organization, beyond the traditional users of business intelligence.

IBM said the acquisition fits squarely within both its acquisition strategy and capital allocation model, and that it will contribute to the achievement of the company’s objective for earnings-per-share growth through 2010.

“Customers are demanding complete solutions, not piece parts, to enable real-time decision making," said Steve Mills, senior vice president and group executive, IBM Software Group. "IBM has been providing Business Intelligence solutions for decades. Our broad set of capabilities – from data warehousing to information integration and analytics – together with Cognos, position us well for the changing Business Intelligence and Performance Management industry. We chose Cognos because of its industry-leading technology that is based on open standards, which complements IBM's Service Oriented Architecture strategy.”

Together, IBM and Cognos will become the leading provider of technology and services for Business Intelligence (BI) and Performance Management, delivering the industry’s most complete, open standards-based platform with the broadest range of expertise to help companies expand the value of their information, optimize their business processes and maximize performance across their enterprises.

The acquisition of Cognos accelerates IBM’s global Information on Demand initiative to unlock the business value of information for our customers. IBM will provide broader reach for Cognos solutions across multiple industries and geographies with a more complete set of offerings, including consulting services, hardware, and other middleware software.

Cognos provides the only complete BI and performance management platform, fully integrated on an open-standards-based service oriented architecture (SOA), and has a strong history of supporting heterogeneous application environments, consistent with IBM’s approach. With Cognos, customers can turn data into actionable insight for coordinated, information-driven decision-making to improve overall performance. Cognos will also extend IBM’s reach further into the CFO office with powerful financial planning and consolidation capabilities.

“This is an exciting combination for our customers, partners, and employees. It provides us with the ability to expand our vision as the leading BI and Performance Management provider,” said Rob Ashe, president and chief executive officer, Cognos. “IBM is a perfect complement to our strategy, with minimal overlap in products, a broad range of technology synergies, and the resources, reach, and world-class services to accelerate this vision. Furthermore, this combination allows Cognos customers to leverage a broader set of solutions from IBM to advance their information management driven initiatives.”

Together, IBM and Cognos will expand IBM’s ability to provide customers with the right information they need when they need it, to optimize operational performance, and to quickly respond to changing market demands. The combination of IBM’s information management technology and Cognos will also help organizations discover new ways to use trusted information spread across their enterprises to identify new business opportunities and significantly reduce the expense and time required to address industry-specific business challenges.

Following completion of the acquisition, IBM intends to integrate Cognos as a group within IBM's Information Management Software division, focused on Business Intelligence and Performance Management. IBM also will appoint current Cognos President and CEO, Rob Ashe, to lead the group, reporting directly to General Manager, Ambuj Goyal.

Cognos has approximately 4,000 employees worldwide and serves more than 25,000 customers. IBM and Cognos have partnered for more than 15 years, with extensive technical integrations and eight pre-integrated joint solutions already supporting many joint customers, such as New York City Police Department, Blue Cross and Blue Shield of Tennessee, Canadian Tire, MetLife, and Bayer UK.

Other strategic acquisitions in support of IBM’s Information on Demand initiative include Princeton Softech (data archiving and compliance), FileNet (enterprise content management), Ascential Software (information integration), DataMirror (changed data capture), SRD (entity analytics), Trigo (product information management), DWL (customer information management) and Alphablox (analytics).

More information on IBM’s acquisition of Cognos is available on IBM’s investor Web site at: http://www.ibm.com/investor/viewpoint/ircorner/2007/07-11-12-1.phtml.

About IBM

For more information about IBM’s Information on Demand strategy, go to: http://www.ibm.com/software/data/information-on-demand/. Additional details about the combination of IBM and Cognos are available at: http://www.ibm.com/software/data/info/cognos

About Cognos

For more information, visit the Cognos Web site at: http://www.cognos.com/

Information About the Transaction

The transaction will be completed through a plan of arrangement, which will require the approval of shareholders representing two thirds of the shares cast. Shareholders will be asked to vote on the transaction at a special meeting, the details of which will be announced in due course.

The transaction has been unanimously approved by the board of directors of Cognos following delivery of a fairness opinion, which will be included in a proxy circular to be prepared and mailed to Cognos shareholders over the coming weeks providing shareholders with important information about the transaction. A material change report, which provides more details on the transaction, will be filed with the Canadian provincial securities regulatory authorities and with the U.S. Securities and Exchange Commission and will be available at www.sedar.com and at www.sec.gov.


Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication regarding the proposed transaction between IBM and Cognos, the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for the combined company and products and any other statements regarding IBM and Cognos’s future expectations, beliefs, goals or prospects constitute forward-looking statements made within the meaning of Section 21E of the Securities Exchange Act of 1934 and forward-looking information within the meaning of Section 138.4(9) of the Ontario Securities Act (collectively, forward-looking statements). Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the parties’ ability to consummate the transaction; the conditions to the completion of the transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the arrangement within the expected time-frames or at all and to successfully integrate Cognos’s operations into those of IBM; such integration may be more difficult, time-consuming or costly than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees of Cognos may be difficult; IBM and Cognos are subject to intense competition and increased competition is expected in the future; fluctuations in foreign currencies could result in transaction losses and increased expenses; the volatility of the international marketplace; and the other factors described in IBM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and in its most recent quarterly report filed with the SEC, and Cognos’s Annual Report on Form 10-K for the fiscal year ended February 28, 2007 and in its most recent quarterly report filed with the SEC. IBM and Cognos assume no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of Cognos by IBM. In connection with the proposed acquisition, Cognos intends to file relevant materials with the SEC, including Cognos’s proxy circular. SHAREHOLDERS OF COGNOS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING COGNOS’S PROXY CIRCULAR, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, http://www.sec.gov, and Cognos shareholders will receive information at an appropriate time on how to obtain transaction-related documents for free from Cognos. Such documents are not currently available.

Participants in Solicitation

IBM and its directors and executive officers, and Cognos and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Cognos common shares in respect of the proposed transaction. Information about the directors and executive officers of IBM is set forth in the proxy statement for IBM’s 2007 Annual Meeting of Stockholders, which was filed with the SEC on April 2, 2007. Information about the directors and executive officers of Cognos is set forth in the proxy statement for Cognos’s 2007 Annual and Special Meeting of Shareholders, which was filed with the SEC on May 24, 2007. Investors may obtain additional information regarding the interest of such participants by reading the proxy circular regarding the acquisition when it becomes available.




Contact(s) information
Chris Andrews
IBM Media Relations
914-766-1195
candrews@us.ibm.com
Kory Liss
IBM Investor Relations
914-499-4095
kory@us.ibm.com

Steve Milmore
Cognos Media Relations
781-313-2403
steve.milmore@cognos.com
John Lawlor
Cognos Investor Relations
613-738-3503
john.lawlor@cognos.com

http://www-03.ibm.com/press/us/en/pressrelease/22572.wss

Friday, October 19, 2007

Failed Acquisition - Sprint - Nextel

Sprint CEO Out


excerpted from Washington Post:


Sprint Nextel said yesterday that chairman and chief executive Gary D. Forsee will step down immediately, just two years after directing the $35 billion merger that created the nation's third-largest wireless company.

The board was unhappy with Sprint's recent performance. Sprint warned yesterday that it expects to lose another 337,000 monthly customers in the current quarter and lowered its annual revenue expectations.



Forsee's main job was to parlay the merger into a telecom powerhouse while charting a lucrative path in the growing and intensely competitive wireless industry. But he failed to accomplish those goals in the view of Wall Street and the company's board of directors.
[...]
Now his departure leaves the Reston company at a difficult crossroads. The merger pitched two years ago as a combination of complementary companies has fallen flat, leaving engineering problems with the new network in its wake, sending its stock in a downward spiral and its customers fleeing to larger rivals.

Forsee, who has described himself as a leader capable of executing plans, has come under fire for failing to bridge the cultural and technical gaps between the two companies and forging a solid financial course for Sprint. As the company tried to phase out the Nextel network, consumers experienced dropped calls and a smaller coverage area.

Other wireless companies grew by emphasizing superior networks or better value, while Sprint's advertising campaign failed to establish its place in the market. With more than 80 percent of the U.S. population carrying a cellphone, wireless carriers are ruthlessly competing for one another's customers.

"Sprint's not starting with a clean slate, but it will at least be able to reset expectations now that Forsee is gone," said Michael Nelson, an equity analyst with the Stanford Group. "Of all the wireless carriers, Sprint is the only one that still hasn't found its identity."
[...]
Some analysts and business school professors cite the marriage of Sprint and Nextel as a case study of a poorly conceived merger. Their wireless networks were largely incompatible, and the companies' cultures were worlds apart. Sprint was more than a century old and had a legacy in the local and long-distance telephone business. Nextel was barely a decade old, a scrappy up-and-comer that had cobbled together its network out of cab companies' walkie-talkie licenses. Sprint's strength in the wireless business came from its appeal to consumers; more than 90 percent of Nextel's customer base came from the blue-collar workforce. The companies' headquarters were also separated by half a continent, and more than half of the company's workforce remains in Overland Park, Kan., where Sprint had been based.

One of Forsee's most controversial moves was to commit $5 billion to building a new high-speed wireless network using a new technology called WiMax, which he promised would be up to five times faster than current cellular networks. He forged partnerships with start-up Clearwire to construct the network; with Google to search on the network; and with Motorola, Samsung and Nokia to build cutting edge-devices to roam on the network.

But he wanted to use WiMax technology, which met heavy skepticism from analysts because it is largely untested. The build-out has already hit delays.

Forsee tried to calm impatient investors by unveiling new cellphones, improving customer service, working with cable companies and revamping the company's marketing campaign. But he ran out of time by late summer, when the board scrapped the search for the No. 2 position and started looking for a replacement for the top job.

"Forsee will be blamed for a failed acquisition, but I don't believe he will be the last to exit," said Ben Abramovitz, senior analyst at ICAP Equity Research. "One man can't be blamed for all the issues Sprint currently has."

http://soonerthought.blogspot.com/2007/10/sprint-ceo-out.html

http://www.washingtonpost.com/wp-dyn/content/article/2007/10/08/AR2007100801117.html?wpisrc=newsletter&sid=ST2007100801847

Tuesday, August 28, 2007

Buyout deals by PE firms in India

Mint August 28, 2007 page 18

Puchase of 50.1% + 20% open offer can be counted as the 10th buyout deal by PE firms in India.

The article quotes ICICI Venture Funds Management Co.'s buyout of Tata Infomedia, Actis Capital Llp's buyout of ICI India Ltd.s nitrocellulose manufacturing unit. The article mentioned that ACTis did 3 more deals. ICICI Venture went on to do first successful LBO deal, ACE Refractories Ltd. in 2005, which was sold this month for Rs.550 cr against an investment of Rs. 100 cr. Blackstone backed a management buyout of Mumbai based Intelenet Global Services Pvt. Ltd.


Banks which lend to LBO investors abroad are not yet comfortable doing the same in India.

author: Snigdha Sengupta, Mints resident expert on PE and VC. Comments and questions are welcome at venturematters@livemint.com

Tuesday, August 21, 2007

Gopal Ramanathan - Global Head KPMG Transaction Services

Et, 19-4-2007 Page 16

Start post-M&A planning early on.

Private equity houses are able to handle post-deal issues better than corporations.

Rajnish Karki - Research and advisory boutique

Corporate Dossier, 20-4-2007, page 3

India focused and India diversified strategic stances are equally viable effective in India context. Organisation structure depends on strategic stance.