Glossary of 70 M&A Terms for Startup Founders

General M&A Terms

Accretion
An improvement in per-share metrics post-transaction (after issuing additional shares).

Acquirer
The firm that is purchasing a company in an acquisition – the buyer.

Acquisition
The purchasing company acquires more than 50% of the shares of the acquired company and both companies survive.

Amalgamation/Consolidation
The joining of one or more companies into a new entity. None of the combining companies remains; a completely new legal entity is formed.

Asset Deal
The acquirer purchases only the assets of the target company (not its shares).

Backward Integration
A company acquires a target that produces the raw material or the ancillaries which are used by the acquirer. It intends to ensure an uninterrupted supply of high-quality raw materials at a fair price.

Bootstrap Effect
One of the poor reasons to make a merger. If the target’s P/E ratio is lower than the acquirer’s P/E ratio, the EPS of the acquirer increases after the merger. However, it is purely an accounting/numerical phenomenon, and no value or synergies are created.

Cash Consideration
The portion of the purchase price given to the target in the form of cash.

Compensation Manipulation
One of the poor reasons to make a merger. Management compensation is according to company performance benchmarked to other companies, so an increase in the size of the company often means an increase in salary for management.

Conglomerate
A merger of companies with seemingly unrelated businesses.

Debt Issuance Fees
Underwriting fees charged by investment banks to issue debt in connection with the transaction.

Dilution
A worsening of per-share metrics post-transaction (after issuing additional shares).

Economies of Scale
Fixed costs decrease because merged companies can eliminate departments with repetitive functions.

Economies of Scope
A gain of more specialized skills or technology due to a merger.

Empire Building
One of the poor reasons to make a merger. Management decides to make a merger to increase the size of the company purely for the purpose of ego or prestige.

Equity Issuance Fees
Underwriting fees charged by investment banks to issue equity in connection with the transaction.

Excess Purchase Price
The value of the purchase price over and above the net book value of assets (total purchase price minus the net book value of assets).

Fair Value Adjustments
The increase or decrease in the net book value of assets to arrive at the fair market value.

Friendly Takeover
The board of directors and management of the target company approve of the takeover. They will advise the shareholders to accept the offer.

Forward Integration
A company acquires a target that either makes use of its products to manufacture ﬁnished goods or is a retail outlet for its products.

Fully Diluted Shares Outstanding
The number of shares a company has outstanding after options, convertible securities, etc., are exercised.

Goodwill
The excess purchase price over and above the target’s net identiﬁable assets (after fair value adjustments).

Horizontal Integration
Merging of companies in the same lines of business. Usually to achieve synergies.

Hostile Takeover
The board of directors and management of the target company do not approve of the takeover. They will advise the shareholders not to accept the offer.

Identiﬁable Assets
An asset that can be assigned a fair value; can include both tangible and intangible assets.

Intrinsic Value
The estimated value of a business using discounted cash ﬂow analysis (often on a per share basis).

Merger/Statutory
The purchasing company acquires all of the target company shares/assets; the target company ceases to exist (acquirer survives).

Net Book Value of Assets
Book value of assets minus book value of liabilities.

Offer Price
The price offered per share by the acquirer.

Other Closing Costs
This may include due diligence fees, legal fees, accounting fees, etc., related to the deal.

Pro Forma Shares Outstanding
The number of shares outstanding after the transaction has closed and additional equity has been issued.

Purchase Price Allocation
The breakdown of the total purchase price between net identiﬁable assets and goodwill.

Restructuring Charges
Any fees or charges related to early debt repayments that are part of a restructuring.

Revenue Enhancements
Increases in revenue that are expected due to cross-selling, up-selling, pricing changes, etc.

Sensitivity Analysis
A method of testing how sensitive certain outputs in a ﬁnancial model are to changes in certain assumptions.

Share Exchange Ratio
The offer price divided by the acquirer’s share price.

Share Issuance Discount
Any discount (if any) to the current market price that will be used to determine the number of shares the target receives.

Share/Stock Deal
The acquirer purchases all the shares of the target (and assumes all assets and liabilities).

Stock Consideration
The portion of the purchase price given to the target in the form of shares of the acquirer’s stock.

Subsidiary
The acquirer completely takes over the target but preserves the target’s brand for the sake of brand reputation or customer base.

Synergies
Cost savings and revenue enhancements that are expected to be achieved in connection with a merger/acquisition.

Takeover Premium
The percentage above the target’s current share price (or VWAP) the offer price represents.

Target
The ﬁrm that is being acquired (the seller).

Timing of Synergies
How long it is estimated to take to realize the synergies in the transaction.

Transaction Close Date
The date on which the transaction is expected to be oﬃcially completed.

Vertical Integration
Merging with companies that are in a company’s supply chain; may be composed of both forward and backward integration.

VWAP
Volume Weighted Average Price, often used in reference to the takeover premium (e.g., 15% above the 20-Day VWAP).

Takeover Strategies

Black Knight
An unwelcome takeover bidder.

Creeping Takeover
Acquirer slowly, over a period of time, buys the shares of the target in the stock market to gain a controlling interest in the company.

Dawn Raid
A takeover attempt that buys all available shares of the target company at the current market price as soon as the stock exchange is open for business.

Godfather Offer
The acquirer presents an attractive takeover that the target company cannot refuse. A godfather offer does not have negative implications that are usually associated with this type of takeover offer, including a change of the management team, asset stripping, or transfer of
reserves.

Tender Offer
Acquirer offers an attractive price to target shareholders to sell their shares in the case of a clean takeover bid.

Toehold Position
Purchasing less than 5% of a company’s shares – to obtain a signiﬁcant equity position, perhaps aiming to eventually gain a controlling interest, but a small enough purchase to avoid having to notify regulatory authorities.

Hostile Takeover Defenses

Crown Jewels Defense
Target selling the most valuable parts of the company (crown jewels) if a hostile takeover occurs. This deters acquirers from pursuing a hostile takeover.

Dead-hand Provision
The provision requires that anti-takeover defenses can only be canceled by a vote of the board, so acquirers who want to avoid the consequences of the defenses must receive approval from the board before initiating a takeover.

Flip-in
Target company’s shareholders can purchase more shares of its stock at a discount. This dilutes the stock, making it more expensive and diﬃcult for a potential acquirer to obtain a controlling equity interest (more than 50% of voting shares).

Flip-over
Target company’s shareholders can buy the post-merger (acquirer) company’s stock at a discount. The target company is counterattacking by diluting the acquirer’s stock.

Golden Parachute
An employment contract that guarantees extensive beneﬁts to executives if they are made to leave the company. This allows executives to remain in the company even after a merger.

Greenmail
Target company repurchasing stock from the acquirer or a third party for a premium price to avoid the stock falling into the hands of the acquirer.

Killer Bees
Public relations ﬁrms, law ﬁrms, or investment bankers hired by a target company to help fend off a hostile takeover.

Lobster Trap
Restricting individuals with large amounts of convertible securities from converting if by doing so the individual is going to hold 10% or more of the target’s shares.

Pac Man Defense
The target company of a hostile takeover turns around and attempts to obtain controlling shares of the acquirer.

Poison Pill
Any of several hostile takeover defenses designed to discourage the acquirer from pursuing the takeover.

Poison Put
Target companies allow bondholders to sell bonds back at a premium to make hostile takeovers costlier.

Sandbagging
Target company playing along with the hostile bid and stalling for time while waiting for a white knight to appear.

Scorched Earth Policy
Target borrows money at extremely high interest rates to make the takeover unattractive. It’s a double-edged sword because although the takeover is prevented, the company may be destroyed by crippling debt.

Show-stopper
Target starting litigation to thwart an attempt at a takeover.

Supermajority Amendment
A requirement that a very large percentage of shareholders approve of major decisions of the company – an attempt to fend off hostile takeovers.

White Knight Defense
A friendly takeover bidder that outbids the Black Knight.

White Squire Defense
An ally of the target company that does not buy enough shares to gain a controlling interest, but enough to prevent the hostile takeover acquirer from gaining a controlling interest.