AQUISTION OF SHARES AND
UNDERTAKING
PREPARED BY
MOHD AFIZAN
SYAFIQ AIMAN
MOHD IKRAM

Acquisition or takeover is the purchase of one
business or company by another company or
other business entity.
WHAT IS AQUISTION OF SHARES

 Consolidation
• Occurs when two company combine companies
remains independently.
ACQUISITION SHARES

 Divided into “Private” and “Public” acquisitions.
 Acquire or merging company (also termed a target) is
not listed on a public stock market.
 An additional, dimension or categorization consist of
whether an acquisition or hostile.
ACQUISITION SHARES

 Achieving acquisition success has proven to be very
difficult, while various studies have shown that 50% of
acquisitions were unsuccessful.
ACQUISITION SHARES

 purchase is perceived as being a "friendly" one or a
"hostile" depends significantly on how the proposed
acquisition is communicated to and perceived by the
target company's board of directors, employees and
shareholders.
 Its called "confidentiality bubble"
ACQUISITION SHARES

 "Acquisition" usually refers to a purchase of a smaller
firm by a larger one.
 Sometimes a smaller firm will acquire management
control of a larger firm ( reverse takeover).
ACQUISITION SHARES

LETTER OF INTENT
 (LOI or LoI, and sometimes capitalized as Letter of
Intent in legal writing, but only when referring to a
specific document under discussion) is a document
outlining an agreement between two or more parties
before the agreement is finalized.
ACQUISITION PROCESS

 The letter of intent generally does not bind the parties to
commit to a transaction, but may bind the parties to
confidentiality.
 exclusivity obligations so that the transaction can be
considered through a due diligence process involving
lawyers, accountants, tax advisors, and other
professionals, as well as business people from both sides
ACQUISITION PROCESS

1. Merger agreement
2. Share purchase agreement
3. Asset purchase agreement
ACQUISITION PROCESS

Five key types
1. Conditions
2. Representations and warranties
3. Covenants
4. Termination rights (breakup fees)
5. Provisions relating to obtaining required shareholder approvals
under state law and related SEC filings required under federal
law
ACQUISITION PROCESS

Written promise offered as security for the
performance of a particular act required in a
legal action.
UNDERTAKING

THANKS YOU