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19 Cards in this Set
- Front
- Back
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Clause |
Clause Provision |
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Sanction |
Sanction Penalty |
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Two types of acquisitions |
Asset deal Share deal |
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Steps of an acquisitions (12) |
Teaser Négociation and signing of a non disclosure agreement Information memorandum Due diligence Non binding offer Négociation over the asset sale agreement / share purchase agreement Put option Work council consultation Signing Interim period Closing Post closing |
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Asset deal |
The buyer buy each individual asset of the target, no transfer of liability excluding labor and environmental liabilities |
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Share deal |
Purchaser acquires the shares of the target. Liabilities are passed to the purchaser: unattractive when there are crisis but it is a warrant because the seller is liable for the stocks and conditions of the assets |
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Banque d'affaire |
Merchant bank Investment bank |
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Autorité de la concurrence |
Competition authority |
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Déduire |
Deduct |
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La dette nette est déduite du prix au closing |
Net debt is deducted from the price You substract the net debt from the price You take the net debt off the price |
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Clause capex |
Retrain or require some investments |
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Agrégat |
Aggregate |
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Clauses to adjust the price |
The clause's can be based on different aggregates: - net debt clause - working capital clause - capex clause |
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Clause fixed price |
- locked box: price of signing is fixed and outflows reducing the value of the company are forbidden - earn out clause: you pay the price and in function of the performances of the company you pay an additional amount. Interesting for the managers |
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M&a market |
4 thousand billion dollars The United States have 40% of the market In Europe 25 % Asia Pacific 20% |
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Mise en équivalence |
Equity method |
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Rentabilite |
Profitability Return |
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Effet de levier |
Leverage |
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Ratio de couverture |
Coverage ratio Hedge ratio |
