The year ends without any high-profile scandals that usually accompany hostile takeovers or business mergers. St. Petersburg businessmen stay away from such agreements, which mainly take place within the Garden Ring perimeter.
It is too early to sum up the results of the year on the M&A market, since data for the first half of the year have just appeared.
Over 6 months, according to FINAM Group of Companies, 153 transactions were completed for $17.856 billion with an average cost of $116.7 million. Excluding the largest of them, the average transaction price was $60.5 million. In total, 15 enterprises were sold during bankruptcy - against 11 years previously. “Most likely, by the end of the year the market will shrink by 15–20% compared to 2017 and amount to about $40–43 billion in monetary terms. The mergers and acquisitions market is in a state of stagnation, and we are talking not only about quantity, but about cost characteristics of transactions. The cost of transactions compared to the same period last year decreased by 15%, the average price by 24.5%, and the number of transactions by 37.5%,” says Alexey Korenev, an analyst at FINAM Group. The Supervisory Board approved the sale of VTB Insurance to Sogaz Mergers and acquisitions
Sales
There are many ways to calculate the size of the M&A market. Sometimes they are mutually exclusive, since the country does not have clear criteria for what is considered an acquisition or merger transaction.
“The Civil Code of the Russian Federation does not contain the concepts of “merger” or “acquisition”. According to the norms of the law, we are, as a rule, talking about transactions of purchase and sale of shares, shares in the authorized capital of companies, assignment of rights under transactions, exchange agreements or transactions of purchase and sale of property complexes, buildings or land plots,” explains Osip Rumyantsev, manager partner of the law office "Rumyantsev Legal". According to him, there are often cases when the parties sign a single document with the general terms of the transaction, within the framework of which many agreements on the transfer of rights are concluded for their subsequent state registration. Mergers, when two legal entities are transformed into one, are extremely rare in the market.
Often, a change of ownership in a particular business is called a takeover only when there is a third party who remains outside the perimeter of the transaction. It is she who begins to provoke information noise, trying to influence the value of assets in one direction or another. As an example, the market recalls the story with Yulmart, when in response to Sberbank’s claim for debt repayment, various business partners of the founder of Yulmart began to appear, declaring their preemptive right as a creditor. Sberbank’s retaliatory step was followed by two moves from the opponent; the conflict has been going on for several years. The retailer suffers losses, and the bank has failed to repay the loan. On the other hand, sometimes the scale of transactions between two parties is so large that it simply cannot but attract attention.
Microsoft and Danger Inc.
When: April 15, 2008 Cost: $500 million
When the company Danger Inc, which worked in the field of mobile phone development, was created, it seemed to be a real leader, since directors of companies such as Apple, Phillips and WebTV took part in its creation.
In 2008, Microsoft bought the company, but the exact amount of the deal was not disclosed. According to rumors, it is about $500 million.
All Danger employees were transferred to the Mobile Communications Business division to work on the platform.
In October 2009, one of the Danger data centers, which stored users’ personal data, suffered a major malfunction. It took 2 months to recover.
Meanwhile, a new mobile phone called Microsoft KIN entered the market. This phone was not a success and became one of many failures on the corporation's list.
And in the city too
Interest in St. Petersburg in M&A transactions appears only when it comes to federal companies that can do business in St. Petersburg. Thus, it was in the past year that a lively discussion was sparked by VTB Bank’s purchase of the Magnit chain and the subsequent decline in the value of the retailer’s securities (the deal was valued at $2.45 billion), and for the purchase of the “last private” tobacco factory, as Donskoy Tabak began to be called , Japan Tobacco Ltd shelled out $1.7 billion. However, VTB Bank’s sale of the insurer ROSNO-MS, which occupied about 26% of the compulsory medical insurance market, somehow remained on the sidelines. The asset was transferred, which, due to the transaction, increased its share in the compulsory medical insurance market in the city from 5 to 33%.
Microsoft and aQuantive
When: May 18, 2007 Cost: $6.3 billion
At the time, the trend in online advertising was shifting from search to display advertising, and aQuantive could have helped Microsoft in that direction, but it didn't.
Many directors and talented employees left the company after the merger, resulting in a significant brain drain.
By 2012, Microsoft had written off $6.2 billion in assets, most of which were related to aQuantive.
Yandex began to develop ways to protect against takeovers
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In December 2021, X5 Retail Group acquired 32 O'Key supermarkets (18 of them in St. Petersburg), and in June 2021, rebranding was completed in them, and they began to operate under the Perekrestok brand. In May 2021, TD Intertorg acquired the right to lease 25 objects where Netto stores were previously located. In their place, the “People's Family” and SPAR stores will be opened. As DP was informed by the INFOLine news agency, at the end of April the Netto chain operated 40 stores, which were all closed in May. In February, Leroy Merlin acquired eight K-rauta hypermarkets (the deal for 12 billion rubles also included hypermarkets in other regions). In August, M.video closed the acquisition of MediaMarkt. Thus, M.video-Eldorado received management of 42 Media Markt stores in 22 cities of Russia (including 12 stores in St. Petersburg). In their place, stores under the M.video-Eldorado brands will be opened. The British corporation Kingfisher announced that it is curtailing its activities in Russia, intending to put up for sale 20 stores of the Castorama construction chain, two of which are located in St. Petersburg.
HP and Autonomy
When: October 2011 Cost: $11.1 billion
A year after the acquisition in 2012, it was revealed that Autonomy had falsified its numbers and was also significantly overvalued at the time of the acquisition deal.
The HP director was fired in 2011 for mistakes he made that led to massive losses.
The purchase of the company did not bring anything good.
Dating is now at a premium
Blackstone announced the acquisition of a controlling stake in the MagicLab holding, which includes dating services Badoo and Bumble. The deal is estimated at approximately $3 billion. Previously, Match Group (the owner of a similar service Tinder) wanted to buy MagicLab for $1 billion, but MagicLab founder Andrei Andreev considered the amount insufficient. The audience of the services is about half a billion people.
Procedure for reorganization of legal entities 2021: step-by-step instructions, procedure, documents
Reorganization in the form of affiliation concerns the registration of legal entities, as well as individual entrepreneurs.
In this case, the reorganization is carried out in accordance with the established procedure of the Federal Law “On Non-Profit Organizations” No. 7, dated January 12, 1996.
To avoid such violations, it is enough to familiarize yourself with the rules of the procedure before submitting an application for reorganization.
Stage 4. Holding a joint meeting to approve the charter of a single organization and select management bodies
Let us consider step by step how the procedure for reorganizing a company through merger should be carried out.
- information about each insured employee;
- data on insurance premiums that were accrued and paid;
Additionally, merging companies must notify creditors of their upcoming reorganization (Clause 1, Article 60 of the Civil Code of the Russian Federation).
To finalize the procedure, a joint meeting of all firms participating in the reorganization process must be held.
The procedure for initiating and holding a joint meeting is not much different from the procedure for organizing a meeting of participants of one company.
The regulations according to which registration is carried out were approved by order of the Ministry of Finance of Russia dated September 30, 2016 No. 169.
If the company consists of several founders, then a meeting is convened and a decision is made to change the legal form.
Step #2.
The minutes of the general meeting of founders or your personal decision are being prepared if the company has one founder.
Step #6.
A transfer act or division of the balance sheet is being prepared, depending on the chosen form of reorganization.
If a new company, which is formed after reorganization, wishes to switch to the simplified tax system, an application to the tax office is submitted in the usual manner.
However, the original organization and the newly created firms will operate as separate legal entities.
Rights and obligations are transferred to the new company to the extent specified in the completed transfer deed.
In particular, such a decision can be made in relation to a company that is a monopolist in its field.
If the court decides on the separation, then the monopoly enterprise must carry out the reorganization procedure within 6 months.
There are several forms of reorganization. To begin the process, you need to decide on the form of reorganization.
2) Merger - the rights and obligations of the legal entity that is being merged are transferred to the merged entity.
Then, within three working days, an entry is made in the register of legal entities stating that the company is in the process of reorganization.
The reorganized legal entity must notify its creditors in writing about the commencement of the company reorganization process.
After waiting for the second publication in the journal, you need to create a package of documents to submit to the registration authority.
Constituent documents. When submitting in person or by mail, 2 original copies are attached; when submitting electronically, 1 copy is sufficient.
A document confirming the submission of information to the territorial body of the Pension Fund (optional).
Please note that when joining
documents are submitted to the tax office at the location of the organization to which the merger takes place.
Battle for analytics
In June 2021, the CRM market leader, Salesforce, announced the acquisition of the data visualization market leader Tableau for $15.7 billion. Salesforce expressed its readiness to pay $15.7 billion in shares, valuing Tableau at $10.79 billion. The overpayment of $5 billion indicates seriousness struggle in the analytics market and is, according to experts, a response to a similar purchase by Google - the Internet giant literally a week earlier bought business intelligence software developer Looker, though “only” for $2.6 billion. Almost immediately after the purchase of Tableu Salesforces also acquired ClickSoftware, a developer of mobile employee management software, for $1.35 billion.
What awaits us in 2020?
There will certainly be many events. So far, one proposed major deal has been announced. In November it became known that Xerox was going to take over HP. Both companies have troubled printing businesses. Together they will be able to reduce costs by $2 billion. The only problem is that HP's capitalization is about three times higher than that of Xerox (approximately $27 billion versus $8 billion). Therefore, it will not be possible to absorb HP through a stock exchange, and the cash to make such an expensive purchase in a falling market still needs to be found.
How to transfer a quarter of clients to self-service? Experience of Otkritie Bank
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Yulia Likhacheva
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Joining LLC to LLC step by step instructions 2021
At the place of registration of the main company, you must also submit an application for the creation of a new company through reorganization in form P12001.
After three working days, the tax authorities will issue a certificate of the start of the unification campaign, confirming the introduction of changes to the Unified State Register of Legal Entities.
After receiving the specified paper, the companies have 5 working days to notify creditors. This is done by sending notification letters.
Additionally, two messages about what is happening are published in the “Bulletin of State Registration” with a month interval between them.
The use of dummy persons and denomination passports is criminally punishable according to Article 173 (note 1, 2) of the Criminal Code of the Russian Federation. 8 years out of life. What are you writing about?
Liquidation of an enterprise by decision of the owner is the voluntary closure of a business, which can be carried out for a number of reasons.
The procedure for liquidating a non-profit organization is determined by Article 19 of the Federal Law “On Non-Profit Organizations”.
For a small business merging into a larger one, such reorganization is an expedited liquidation procedure.
To reduce time and financial losses, companies should adhere to the developed action plan and timely preparation of documents.
- leading and joining parties;
- distribution of expenses between enterprises;
- the amount of authorized capital;
- stages of the process, etc.
In addition to the minutes of the meeting and the agreement, a notice of accession is also drawn up and certified by the notary.
Despite the apparent similarity of the event, the requirements of tax registrars in different regions may differ significantly.
The tax authority enters into the register an entry about the liquidation of the acquired company and changes in the composition of the main enterprise.
Completion of the procedure is confirmed by a document issued to the representative of the organization within five days.
- close bank accounts;
- transfer documentation on the state of economic and financial affairs to the archive;
- destroy the company's seal by drawing up an accompanying act.
Let us consider step by step how the procedure for reorganizing a company through merger should be carried out.
- information about each insured employee;
- data on insurance premiums that were accrued and paid;
Additionally, merging companies must notify creditors of their upcoming reorganization (Clause 1, Article 60 of the Civil Code of the Russian Federation).
The regulations according to which registration is carried out were approved by order of the Ministry of Finance of Russia dated September 30, 2016 No. 169.
Within all companies, an inventory of property and obligations is carried out with the preparation of a transfer act.
Within fifteen days, an entry on the liquidation of the affiliated legal entities is made in the Unified State Register of Legal Entities and the registration authority issues the necessary documents.
Entering your information will only take 15 minutes . Then you can receive two P15001, P16001 and other documents for the tax office.
Zynga and OMGPOP
When: March 21, 2012 Cost: $210 million
Zynga, the maker of Farmville, Mafia Wars and dozens of other popular games, paid $210 million to acquire OMGPOP, the maker of DrawSomething!, a viral game for iOS and Android.
However, the game sharply lost its popularity, and the number of users dropped from 15 million per day to 10 million in the first month alone.
It also felt like Zynga didn't have a plan to deal with the acquired company.
As a result, Zynga laid off 18% of its staff, including some staff from OMGPOP, and closed three OMGPOP offices.
Caterpillar and ERA
When: 2012 Cost: $677 million
This deal was aimed at entering the Chinese market. To achieve this, Caterpillar paid a hefty sum of $677 million in 2012 and acquired ERA Mining Machinery Ltd.
The Chinese coal market is one of the largest in the world, and the deal seemed very successful.
However, errors, on the one hand, and accounting shortcomings, on the other, led to the fact that in 2012 Caterpillar was forced to write off assets in the amount of $580 million.
