M.B.A. DEGREE EXAMINATION, APRIL 2016
Fourth Semester
CORPORATE RESTRUCTURING
CBCS -2012 onwards)
Time 3 Hours Maximum 75 Marks
Part A 3 15)
Answer all questions.
All questions carry equal marks.
1. Distinguish between strategic planning and strategic
implementation.
2. What is difference between merger and amalgamation?
3. What are the types of De-mergers?
4. What is an escrow account and its purpose?
5. Mention any three objectives of buy-back of shares.
Part B 10 50)
Answer all questions, choosing either or
All questions carry equal marks.
6. Briefly describe the methods of implementation of
restructuring strategies.
Or
Describe the competitive advantages the companies
enjoy in the context of corporate restructuring.
Sub. Code
622402
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7. What are the forms, reports, returns etc are
required to be filled with the appropriate
authorities at various stages of the process of
merger/amalgamation?
Or
Discuss the need for merger and amalgamation.
8. Briefly mention the factors relevant for post-merger
evaluation.
Or
Discuss the salient features of the reverse merger
u/s 72A of the Companies Act.
9. Briefly discuss the defense strategies to takeover
bids.
Or
What are the legal documents required for takeover
under SEBI regulation?
10. Describe the SEBI regulations governing the
buy-back of shares of a listed company.
Or
Describe the different methods of buy-back of
shares.
Part C 10 10)
Compulsory
11. Read the following case and answer the questions.
The IDBI Bank Ltd. (IDBI) has finally walked away with
United Western Bank the Satara-based private
sector bank. There were 17 commercial banks including
public sector banks, private sector banks and foreign
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banks, who had bid for UWB. There was also one
restructuring proposal from UWB, which envisaged the
help of the Maharashtra Government in association with
SICOM, HDFC and its subsidiaries and associates and
IDFC. These investors together had offered to pump in
around Rs.350 core into the bank.
IDBI has offered Rs.28 per share to all UWB
shareholders. The major institutional shareholders in
UWB is SICOM, which holds around 10%. IDBI's offer of
Rs.28 per share was marginally lower than SICOM's
acquisition price. The IDBI's offer price works out to
1.8 times of the book value. This is higher than the
average of 1.25 times for pubic sector banks' but lower
than the average of three for the top 4 new private sector
banks:
IDBI UWB
No.of branches 195 230
Deposits (Rs. in Crores) 26,000 6,480
Advances (Rs. in crores) 52,518 4,006
NP As 1.01 5.66
It is a win-win situation for IDBI, as they will be able to
acquire a branch network of around 230 and around
3,000 employees of UWB. The employee acquisition,
according to analysts, is equally important for IDBI as it
has a high attrition rate and this acquisition will give it
access to around 3,000 professional bankers at one go.
In the light of above details and other factors,
Why were there so many suitors despite UWB being
in a poor health?
Can IDBI Bank handle post-merger Cultural
issues?
How does this merger fits into IDBI Bank's
strategic management?