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Mergers & Acquisitions Vocabulary

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Acquisition

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The process by which one company purchases most or all of another company's shares to gain control. Significance: It allows the acquirer to grow in size, reduce competition, or enter new markets.

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Merger

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The combination of two or more companies into a single legal entity. Significance: It allows companies to combine resources, eliminate competition, or expand their operations.

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Due Diligence

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A comprehensive appraisal of a business undertaken by a prospective buyer. Significance: It ensures that the buyer is aware of all aspects of the business, including any potential risks.

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Synergy

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The potential financial benefit achieved through the combining of companies. Significance: Synergies can result in cost savings or additional revenue that would not be realized if the companies remained separate.

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Hostile Takeover

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An acquisition where the target company does not want to be purchased. Significance: It can lead to dramatic changes in company leadership and business direction.

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Tender Offer

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An offer to purchase some or all of shareholders' shares in a corporation. Significance: It is a common method to execute a hostile takeover.

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Leveraged Buyout (LBO)

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Acquisition of a company using a significant amount of borrowed money. Significance: It allows investors to make large acquisitions without committing a lot of capital.

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White Knight

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A friendly investor or company that rescues a target company from a hostile takeover. Significance: It provides an alternative for the target company that is more agreeable to its board.

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Poison Pill

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A defense tactic used by a target company to prevent a hostile takeover. Significance: It makes the target company less attractive to the acquirer through various mechanisms.

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Golden Parachute

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A contract provision giving executives substantial benefits if employment is terminated. Significance: It can protect executives in the event of a takeover.

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Breakup Fee

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A penalty set in an acquisition agreement to be paid if the acquirer backs out. Significance: It compensates for the potential loss and expenditure of the target if the deal collapses.

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Asset Deal

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An acquisition where specific assets of a company are purchased rather than the company itself. Significance: It avoids taking on the target company's liabilities.

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Stock Deal

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A type of acquisition where the acquirer buys the target company's stock from the shareholders. Significance: It results in the acquirer assuming ownership and control, including liabilities.

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Market Premium

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The additional amount an acquirer pays over the current market price of the target company's shares. Significance: It is meant to incentivize shareholders to sell their shares in a takeover.

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Friendly Takeover

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An acquisition that is agreed upon by both the acquirer and the target company. Significance: It tends to be smoother and quicker as both parties are cooperative.

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Going Private

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The process of converting a publicly traded company into a privately held one. Significance: It removes the need for public reporting and can give more flexibility in management.

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Private Equity

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Investment funds that buy and restructure companies that are not publicly listed. Significance: They play a significant role in M&As, particularly in larger leveraged buyouts.

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Divestiture

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The sale or liquidation of a company's assets or subsidiary. Significance: It is a way to restructure and focus on core business or reduce debt.

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Spin-off

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Creating a new independent company by separating a subsidiary or division. Significance: Allows each business to focus on its specific operations and may increase shareholder value.

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Horizontal Merger

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A merger between companies that operate in the same industry. Significance: It can create a larger market share and economies of scale but may raise antitrust concerns.

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Vertical Merger

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A merger between companies in the same industry but at different stages of production. Significance: It provides supply chain control and reduces costs.

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Conglomerate Merger

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A union of companies that are involved in completely unrelated business activities. Significance: Diversifies business interests and reduces overall business risk.

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Takeover Bid

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A public proposal to buy a significant number of shares or all of a company. Significance: Initiates the potential for a change in corporate control.

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Equity Carve-out

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The sale of a company's subsidiary or division as a new, separate public company. Significance: Raises capital and allows the new entity to focus on its specific market.

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Reverse Merger

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A transaction where a private company acquires a publicly traded company to bypass the lengthy and complex process of going public. Significance: It provides the private company with immediate public status.

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Management Buyout (MBO)

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A form of acquisition where a company's management team purchases the assets and operations. Significance: Enables managers to focus on long-term growth without the pressures of public markets.

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Deal Flow

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The rate at which investment offers are presented to funding institutions. Significance: Indicates the health of the investment space; a higher deal flow is often a positive sign.

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Strategic Buyer

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A company that acquires another company for the synergies and potential for combined growth. Significance: Aims for long-term operational synergy rather than short-term financial gains.

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Financial Buyer

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An investor or firm that buys a company primarily for financial return. Significance: Often employs leveraged buyouts and looks for short-term profit through restructuring and resale.

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Cross-border M&A

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Mergers or acquisitions between companies in different countries. Significance: Allows for international expansion and diversification, but can come with regulatory and cultural integration challenges.

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Deal Synergies

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The anticipated benefits that occur when two firms combine forces through a merger or acquisition. Significance: They are a critical factor in determining the value of an M&A deal.

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Letter of Intent (LOI)

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A document outlining the agreement between two or more parties before the agreement is finalized. Significance: It's a precursor to a contract and advocates the seriousness of the deal.

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Bolt-on Acquisition

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A type of acquisition where a larger company purchases a smaller company to add to its existing operations. Significance: Enhances current business operations and expands market reach.

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Merger Arbitrage

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An investment strategy that capitalizes on the price discrepancy between the current market price of a target firm's stock and the ultimate purchase price of the stock. Significance: It allows investors to profit from M&A deals.

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Cash and Stock Offer

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An acquisition offer made with a combination of cash and the acquirer's stock. Significance: Provides flexibility to the seller and preserves cash for the buyer.

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Regulatory Review

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The process where government authorities examine the details of a proposed merger or acquisition to ensure compliance with antitrust laws. Significance: It prevents the creation of monopolies and protects consumer interests.

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