Acquirer
Regulation & taxUnder the takeover regulations, the person who acquires or agrees to acquire shares, voting rights or control in a target company — assessed together with the persons acting in concert with them.
In plain terms
The word is defined so that it catches a group rather than only a name on a contract. Which is why the obligation to make an open offer can fall on a set of related entities, none of which crossed a threshold on its own.
Read the full lesson →Open offer
Regulation & taxThe offer an acquirer must make to public shareholders on crossing the shareholding thresholds prescribed in the takeover regulations, or on acquiring control, at a price computed under those regulations, unless an exemption applies.
In plain terms
It is for a stated proportion of the shares rather than all of them, so it is not a floor under your whole holding. Where the computed price lands above the market the price tends to sit just under it and the daily range flattens; where it lands below, almost nobody tenders and the chart is unaffected.
Read the full lesson →Merger
Fundamental analysisAlso called: Acquisition, M&A
A transaction combining two companies into one entity.
In plain terms
The acquirer pays a premium today for benefits that are uncertain and deferred. Most disappoint.
Read the full lesson →Persons acting in concert
Regulation & taxAlso called: PAC
Persons who, pursuant to an agreement or understanding, co-operate to acquire shares, voting rights or control in a company, and whose holdings are therefore aggregated against the takeover thresholds.
In plain terms
The provision that stops a takeover being split into six innocent-looking purchases. Certain relationships are presumed to be acting in concert unless the contrary is shown, so the burden sits on the acquirer rather than on anybody who has to prove it.
Read the full lesson →Return on tangible capital
Fundamental analysisReturn on capital excluding goodwill and intangibles.
In plain terms
A legitimate operating measure that flatters serial acquirers. A management team preferring it is telling you something.
Read the full lesson →Scheme of amalgamation
Regulation & taxA statutory scheme under which a failing bank’s assets and liabilities are taken over by a stronger institution.
In plain terms
The route that has generally protected depositors above the insured limit, because deposits are liabilities the acquirer assumes. Shareholders in the same transaction are frequently written down to nothing.
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