Corporate Mergers is one of the most common paths of development the majority of companies are taking today.

Until recently, mergers have been somewhat rare in Russia. To a large extent, because such deals required trust and understanding between partners, which was not typical for Russian business owners.

Another impediment was lack of a clear regulatory framework in Russia to regulate the merger process and the subsequent relationships between stakeholders.

Over the past few years, Russia's legislation has greatly improved and corporate culture has grown. Today, the stockholders and executives of Russian business are beginning to think in terms of capitalization growth, rather than dividend payouts. It is therefore not surprising that stockholders are looking at a merger as a possible alternative to develop business and grow its value.

On the one hand a merger provides an opportunity to effectively deal with competition and, on the other hand, increases the chances of further development via acquisitions, as well as allows to use the benefits of scale.

Business mergers are some of the most complex types of deals, both in terms of the process and the subsequent integration of two corporate cultures into a truly consolidated business. When organizing a merger, the parties have to identify a wide set of fundamental objectives, i.e., to agree on the following:

  • Strategy for the development of combined businesses and size of the potential synergy
  • Valuation of the companies being combined to calculate the stock exchange ratio
  • Transaction Structure. The consolidation can be structured as a merger or as a takeover. Furthermore, a merger or takeover may be implemented either at the level of operating companies or holding companies that own operating companies
  • Candidates for the Management Positions in the combined company
  • Rules governing the relationships between the stockholders after the merger