Mergers and acquisitions

acquisition (n)

Übernahme

A transaction where a company and/or a company’s assets are bought by another company.

anti-trust legislation (n)

 

Wettbewerbsrecht, Kartellrecht

Laws which aim to provide an equal playing field for similar businesses that operate in a specific industry while preventing them from gaining too much power over their competition. 

asset sale (n)

Anlagenverkauf, Verkauf der Vermögenswerte

A form of acquisition in which an acquirer purchases a target company’s assets without purchasing the company itself. The seller must therefore settle all existing liabilities and debts before take the net cash proceeds.

backward integration (n)

Rückwärtsintegration

A form of acquisition in which the target company produces raw materials or other supplies required by the acquirer to operate.

bid (v)

bieten

To offer a price, either for payment or acceptance.

black knight (n)

schwarzer Ritter

A company that makes an unwanted takeover offer (hostile takeover) to a target.

breach of contract (n) Vertragsverletzung

A breach of contract is when one or more parties break previously agreed upon terms and/or conditions.

business venture (n)

Unternehmen

A business venture is a new business enterprise or speculation that is formed with a plan with the expectation of making a profit.

circular merger (n)

Ringfusion

One of the three traditional forms of merger. A circular merger occurs when a company acquires targets in the same or related industries in order to diversify its product offering.

clandestine takeover (n)

heimliche Übernahme

A takeover strategy in which an acquirer slowly and quietly purchasing shares in a target with the ultimate goal of accumulating a controlling stake.

common stock

A form of security representing partial ownership of a company. Common stocks are the most basic building blocks of the stock market.

conglomerate merger (n)

konglomerate Fusion

A merger between two companies in different industries.

consolidation (n) Konsolidierung, Festigung

A consolidation occurs when two or more companies blend together to form a new entity. It is a distinct form of merger because none of the consolidating companies survive as independent legal entities.

damages (n) Schadensersatz

1. General definition: a surprise visit at dawn, especially by police searching for criminals or illicit goods.

2. Mergers and acquisitions-relevant definition: an attempt to acquire a substantial portion of a company's shares at the start of a day's trading, typically as a preliminary to a takeover bid. 

defensive merger (n)

defensive Fusion

A corporate strategy involving the acquisition of or merger with other firms to forestall a market downturn or impending takeover.

demerger/ corporate split (n)

Unternehmensaufspaltung

A demerger occurs when a branch or division within a business is split off to form its own company. In the case of public companies, some stock is transferred to the new entity.

dilution (n)

Verdünnung

A reduction in the percentage of company ownership of stock caused by the release of new shares into the market.

due diligence (n)

gebührende Sorgfalt

A comprehensive appraisal of a business undertaken by a prospective buyer, especially to establish its assets and liabilities and evaluate its commercial potential. 

financial buyer (n)

finanzieller Käufer

company primarily interested in acquiring for purpose of increased revenue or cash flow.

friendly merger (n)

freundliche Fusion

Acquisitions and mergers taking place as a result of negotiation and mutual interest rather than hostile takeover.

golden parachute (n)

goldener Fallschirm

A large payment or other financial compensation guaranteed to high-level executives should they be dismissed as the result of a merger or takeover.

grievance (n)

Beschwerde

A feeling statement of complaint over something believed to be wrong or unfair.

holding company (n)

Holdinggesellschaft

A company formed to buy or hold majority shares in other companies.

horizontal merger (n)

horizontale Fusion

A merger between two companies in the same industry.

hostile takeover (n)

feindliche  Übernahme

Any merger or acquisition undertaken without the support of management at the target company.

joint venture (n)

gemeinsame Unternehmen

A business arrangement in which multiple parties combine resources in the pursuit of a common interest.

junk bond (n)

Junk-Bond, Schrottanleihe

A high-risk security, typically issued by companies seeking to raise capital quickly, or by those with poor credit history.

leveraged buyout (n)

fremdfinanzierte Übernahme

A form of buyout in which a management team uses their own company’s revenue to secure a loan to buy it.

management buy-in (n)

 

Management-Buy-in

Abbreviated MBI, a corporate action in which an outside manager or management team purchases a controlling ownership stake in an outside company and but leaves the existing management team in place. 

management buyout (n)

 

Management-Buy-out

Abbreviated MBO, management buyout is the purchase of a controlling share in a company by its executive directors and/or managers. 

merchant banker (n)

Handelsbankier

The bank which brokers an M&A transaction.

partial bid or partial tender offer (n)

Teilangebot

A bid issued to purchase a predetermined number of shares in a company at above market price, often as part of a hostile takeover.

poison pill (n)

Giftpille

Defensive tactics that make hostile takeover by a corporate-raider prohibitively expensive or unattractive. 

scrap (v)

etwas aufgeben

To abandon or call off (a plan, policy or law).

share deal / stock deal (n)

Anteilserwerb

A form of acquisition in which the acquirer purchases the stocks of a target rather than its assets.

strategic acquisition (n) strategische Akquisition

Amethod that a company can use to gain or purchase another with the hope that the consolidation of the companies will be more profitable than if they remained single entities.

subsidiary (n)

Tochtergesellschaft

A company which is owned or controlled by another firm but is left to operate largely on its own terms to preserve branding or customer base.

sue (v)

verklagen

To take legal action against someone, typically seeking compensation.

suicide pill (n)

Selbstmordpille

A strategy by which a company willing forces itself into bankruptcy to avoid a hostile takeover. The most extreme of all hostile takeover defense strategies.

synergies (n)

Synergien

Cost savings or revenue enhancements anticipated as the result of a merger or acquisition.

takeover bid (n)

Übernahmeangebot

A corporate action in which an acquiring company offers to buy the stock of a target company and take over its business.

tender offer (n)

Ausschreibung

A public offer to the shareholders of a company to sell their stock at a specified price during a specified window of time. The offered buy price is typically higher than the market rate to encourage shareholders to sell.

valuation (n)

Bewertung, Schätzung

The act of saying how much something is worth.

venture capitalist (n)

Risikokapitalgeber

A person or company that invests money in new companies, especially when this involves risk.

vertical merger (n) vertikale Fusion

A merger of two companies operating in different stages of the production process in the same industry.

white knight (n)

weißer Ritter

A white knight is a hostile takeover defense where a ‘friendly’ individual or company acquires at fair consideration when it is about to be taken over by an ‘unfriendly’ acquirer (known as the black knight).