Split Up

     

     

  • Split Up is the process, entire organisation is divided to multiple companies
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  • After completion of spin off parent company losts its existance
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  • New Class of shares issued to Parent company's share holders, and each and every post spin off company having individual legal entity.
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    What is meant by Merger

     

     

  • Merger is a process of combining two or more entities into single entity
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  • Upon completion of merger only SURVIVING entity consists of physical existence, remaining compan(y)ies will lost their physical existance\surviving
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  • Merger Process can accomplish between:
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    Public to Public
    Public to Private

     

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    Forward Merger Vs Reverse Merger

     

  • Based on aforementioned example, surviving entity(Company A) issues the shares to the nullifying the entity's (Company B) share holders
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  • Upon completion of merger process, SURVIVING ENTITY consists consolidated share holders of both companies
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  • Legal Acquirer: denotes about surviving entity
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  • Accounting Acquirer: denotes about the entity which holds major portion of voting shares in post merger entity
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    If Surviving entity share holders helds >50% of voting shares it is termed as FORWARD MERGER


     

  • Ownership doesn't change, remains with Surviving entity
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  • Legal Acquirer and Accounting Acquirer both are same
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  • Private company losts its physical existence
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    Else If Surviving entity share holders helds < 50% of voting shares it is termed as REVERSE MERGER

     

  • Ownership of post merger entity goes into the hands of Accounting Acquirer
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  • Legal Acquirer and Accounting Acquirer both are two different entities
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  • based on below instance, though public entity is surviving entity, ownership goes into the hands to Private company's share holdes., as major portion of voting shares obtained by them
  • Private company losts its physical existence
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    Difference between Merger and Acquisition

     

  • Let merger transaction accomplished between Public and Private companies:
  • The only difference between Merger and Acquistion is., in case of Merger Private company losts it existence. Coming to Acquistion Private company remains as wholly owned subsidiary of Public company

     

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    Reverse Acquisition

     

     

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    Beneficial Shareholders Vs Record Shareholders

     

     

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    Beneficial Share Holders:

  • His Custodian\Dealer name appears as record holder in the Books of the compnayh
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  • Borkerage firm receives the cash dividend from the company, subsequently transfers the same to beneficial Share holder
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  • He didn't receive the share certificatie from the compnay
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  • Shares held by beneficial share holders are entitled to participate in earnings as those shares are in circulation(with public)