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Mergers & Acquisitions Vocabulary
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Acquisition
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.
Merger
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.
Due Diligence
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.
Synergy
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.
Hostile Takeover
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.
Tender Offer
An offer to purchase some or all of shareholders' shares in a corporation. Significance: It is a common method to execute a hostile takeover.
Leveraged Buyout (LBO)
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.
White Knight
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.
Poison Pill
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.
Golden Parachute
A contract provision giving executives substantial benefits if employment is terminated. Significance: It can protect executives in the event of a takeover.
Breakup Fee
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.
Asset Deal
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.
Stock Deal
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.
Market Premium
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.
Friendly Takeover
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.
Going Private
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.
Private Equity
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.
Divestiture
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.
Spin-off
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.
Horizontal Merger
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.
Vertical Merger
A merger between companies in the same industry but at different stages of production. Significance: It provides supply chain control and reduces costs.
Conglomerate Merger
A union of companies that are involved in completely unrelated business activities. Significance: Diversifies business interests and reduces overall business risk.
Takeover Bid
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.
Equity Carve-out
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.
Reverse Merger
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.
Management Buyout (MBO)
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.
Deal Flow
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.
Strategic Buyer
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.
Financial Buyer
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.
Cross-border M&A
Mergers or acquisitions between companies in different countries. Significance: Allows for international expansion and diversification, but can come with regulatory and cultural integration challenges.
Deal Synergies
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.
Letter of Intent (LOI)
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.
Bolt-on Acquisition
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.
Merger Arbitrage
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.
Cash and Stock Offer
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.
Regulatory Review
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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