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Mergers & Acquisitions (M&A) Key Terms
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Enterprise Value (EV)
A measure of a company's total value, often used as a more comprehensive alternative to equity market capitalization. In M&A, EV includes in its calculation the market capitalization, debt, minority interest, preferred shares, and excludes cash and cash equivalents.
Leveraged Buyout (LBO)
The acquisition of another company using a significant amount of borrowed money (bonds or loans) to meet the cost of acquisition. In M&A, LBOs are often used to take a company private.
Vertical Integration
The combination of two or more companies that operate at different levels within an industry’s supply chain. In M&A, vertical integration can give a company control over its value chain.
White Knight
A friendly investor or company that acquires a corporation on the verge of being taken over by forces deemed undesirable by the company's management. In M&A, a white knight can help prevent a hostile takeover.
Pac-Man Defense
A defensive tactic by a target company in which they turn around and try to acquire the company that has initiated the takeover. In M&A, this can deter the original aggressor.
Earnout
A financing arrangement wherein the sellers of a business are entitled to future earnings based on the business's performance following an acquisition. In M&A, earnouts provide a way to bridge valuation gaps.
Dilution
The reduction in existing shareholders' ownership percentage of a company as a result of new shares being issued, often pertaining to merger or acquisition deals. In M&A, dilution indicates the transaction may be disadvantageous to the current shareholders.
Merger of Equals
A merger between two companies of approximately the same size. In M&A, this type of merger is aimed at creating synergy and efficiencies while sharing control and benefits.
Synergy
The potential financial benefit achieved through the combining of companies. In M&A, synergy may result in cost savings or enhanced revenues.
Accretion
An increase in the value of an asset or a company's earnings per share (EPS) following a merger or acquisition. In M&A, accretion indicates the transaction is financially beneficial to the acquiring company's shareholders.
Due Diligence
A comprehensive appraisal of a business undertaken by a prospective buyer, particularly to establish its assets and liabilities and evaluate its commercial potential. In M&A, due diligence helps in assessing the risks and benefits.
Golden Parachute
Large financial compensation or benefits guaranteed to a company executive if they are forced out of a company as a result of a merger or takeover. In M&A, it can be a component in executive contracts.
Poison Pill
A defense strategy used by a target company to prevent or discourage a hostile takeover attempt. In M&A, poison pills can make the company less attractive to the acquirer.
Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)
A measure of a company's overall financial performance and is used as an alternative to simple earnings or net income. In terms of M&A, EBITDA is often used to compare companies and valuation multiples.
Horizontal Integration
The process of acquiring or merging with industry competitors to achieve competitive advantages, such as economies of scale or scope. In M&A, horizontal integration is used to expand market share or product offerings.
Conglomerate Merger
A merger between companies that operate in different industries. In M&A, conglomerate mergers are executed to diversify business operations and reduce risk.
Bear Hug
An offer to buy the shares of a company for a much greater price than what those shares are worth. Its relevance in M&A lies in its use as a strategy to compel the target company's board to consider the takeover.
Management Buyout (MBO)
A form of acquisition where a company's management team purchases the assets and operations of the business they manage. In M&A, an MBO can give management greater freedom in running the business.
Hostile Takeover
A type of acquisition in which the target company does not want to be purchased. It is significant in M&A as it can affect the price and the methods used to acquire the company.
Friendly Takeover
An acquisition in which the target company's management and board of directors agree to the takeover. In M&A, it generally involves a more collaborative approach and smoother integration.
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