Glossary
What is an asset deal? An asset deal is a transaction in which individual or all assets of a company are transferred through singular succession. Another way of taking over a company is the share deal.
What does M&A mean? Mergers and Acquisitions (M&A) is the English term for mergers and acquisitions.
Share deal, what is it? A share deal is an M&A transaction in which the shares of a company are transferred. The succession of a company can also take place through an asset deal.
Why is a company valuation important? A company valuation is the result of several valuation methods and these result in a valuation range. A company valuation according to KFS BW 1 is an important part of a professional sales document, such as an exposé.
Who will support me in selling a company? A company sale or succession is the takeover of a company by new shareholders. A company sale can be achieved through an asset deal or a share deal. The shareholder is supported in his exit strategy by an M&A consultant who specializes in the structuring of transactions under corporate and tax law.
Business succession in Austria Business succession is the process of taking over partnerships or corporations. In Austria, this is also referred to as company takeover, although this is not really accurate. Business successions require careful and decisive action from all stakeholders, and coordination via an M&A consultant is effective.
Merger and Acquisition (M&A), what is that? M&A or Mergers and Acquisitions is a collective term for trading in company shares and investments that was coined by US investment banks. M&A can be translated as merger and company purchase. Seal the Deal GmbH advises its clients as an M&A consultancy on company sales and mergers.
What is a company takeover? Company takeover is a collective term that commonly describes the takeover of a company. This often means a company takeover or a business takeover. An asset deal is a transaction in which individual or all of a company's assets are transferred through singular succession. Another way of taking over a company is a share deal.
What is a company purchase? A company purchase is either an acquisition of shares as part of a share deal or an acquisition of assets (asset deal).
Who will support me with my succession? Succession is an umbrella term for the takeover of a company. See also business succession The Seal the Deal GmbH consulting team specializes in the succession of entrepreneurs and M&A in German-speaking countries.
How does the auction process (auction sale) work for a company sale in the M&A sector? During the auction process for a company sale, potential buyers are first selected and informed, then they submit initial indicative offers. The most promising bidders receive detailed information and submit binding offers, after which the seller selects the best offer and negotiates the purchase agreement.
What does closing mean in an M&A transaction? Closing is the final step in an M&A transaction, in which all contractual agreements are formally concluded and the transfer of ownership of the company is completed. In this phase, the final payments are made, all necessary documents are signed and the legal and financial handovers are carried out.
What role does due diligence play in evaluating a company in the M&A process? Due diligence refers to the thorough examination of a company by the buyer before completing an M&A transaction. All relevant aspects such as financial data, legal risks and operational details are examined in order to evaluate possible risks and opportunities of the company.
How does a fairness opinion contribute to the decision-making process in a corporate acquisition? A fairness opinion is an independent opinion prepared by a financial advisor to evaluate whether the price and terms of an M&A transaction are fair. This opinion helps the company's board of directors to ensure that the terms offered are in the best interests of the shareholders or members.
What is the difference between a management buyout (MBO) and a management buy-in (MBI)? An MBO is a transaction in which a company's existing management team takes control of the company by purchasing the company from the current owners. This often happens when the current owners want to sell and management is already deeply integrated into the operations. An MBI, on the other hand, refers to the purchase of a company by a new management team that is not part of the existing management. This team often brings its own experience and vision and takes over the leadership of the company to develop or restructure it.
What information is typically included in an information memorandum (IM)? An IM is a comprehensive document that provides prospective buyers with detailed and structured information about the company being sold. It typically includes a detailed presentation of the financial situation, including balance sheet, income statement and cash flow analysis. In addition, it provides insights into the company's business model, market position, competitive landscape and strategic opportunities. Information about the management team, operations, customer base and future growth potential is also included.
How does a letter of intent (LOI) influence the process and negotiations in an M&A process? An LOI is a preliminary, non-binding document that sets out the basic terms and intentions of a planned M&A transaction. It typically describes the purchase price, the key terms of the transaction and the next steps in the process. The LOI serves as the basis for further negotiations and the creation of the final purchase agreement.
How does an escrow protect both parties in an M&A transaction? An escrow protects both parties in an M&A transaction by ensuring that funds or assets are not released until all contractually agreed conditions are met. For the buyer, the escrow account provides security that the seller will honor certain obligations or guarantees, while the seller can use the escrow account to ensure that payment is not made until all conditions are met, thus covering potential risks.
What features and details are typically included in an M&A advisor letter of engagement? A letter of engagement is a formal document that sets out the agreement between a company and an advisor or service provider. In the M&A transaction, the letter of engagement describes the specific services the advisor will provide, such as assisting in finding buyers, conducting due diligence or structuring the transaction. The letter of engagement also sets out the compensation, working conditions and time frame.
What is the difference between NewCo and HoldCo in a corporate structure? NewCo (new company) refers to a newly formed company, usually created through a merger, acquisition, or other transaction. It is often used to conduct specific business activities or to enter new lines of business. HoldCo (holding company), on the other hand, is a parent company that primarily serves to hold and manage shares in other companies. It usually does not conduct its own operational business activities, but controls and consolidates the financial and strategic interests of its subsidiaries. The main difference is that NewCo is operational and pursues new business activities, while HoldCo acts as a strategic ownership structure to manage equity investments.
How does an exclusivity agreement affect the buyer's negotiating position in an M&A deal? Exclusivity refers to an agreement in which the seller grants the selected buyer exclusive access to conduct negotiations and due diligence for a specified period of time. During this time, the seller agrees not to negotiate or solicit offers from other potential buyers.