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Re: jerseyboy post# 4130

Saturday, 02/10/2007 7:29:13 PM

Saturday, February 10, 2007 7:29:13 PM

Post# of 37012
Thank you for the response to my post. Although, none of us know the exact terms of the "acquisition", I still believe according to the definition of a acquisition that there will be a purchase of shares. From PR..("I believe the offer tabled by our future partner warrants immediate clarification of its terms and conditions," stated Dr. Cavasin. "In a nutshell, the presently proposed terms and conditions contained in the offer do represent an acquisition of controlling interests by the consortium at a valuation of US$2.05 per share," further added Dr. Cavasin.) There are many different types of acquisitions, but when they give a dollar amount, it tells me they are negotiating a share purchase.
(refer to this web site...http://en.wikipedia.org/wiki/Mergers_and_acquisitions#All_share_deals)

Portion from wikipedia:
Types of acquisition
An acquisition can take the form of a purchase of the stock or other equity interests of the target entity, or the acquisition of all or a substantial amount of its assets.

Share purchases - in a share purchase the buyer buys the shares of the target company from the shareholders of the target company. The buyer will take on the company with all its assets and liabilities.
Asset purchases - in an asset purchase the buyer buys the assets of the target company from the target company. In simplest form this leaves the target company as an empty shell, and the cash it receives from the acquisition is then paid back to its shareholders by dividend or through liquidation. However, one of the advantages of an asset purchase for the buyer is that it can "cherry-pick" the assets that it wants and leave the assets - and liabilities - that it does not. This leaves the target in a different position after the purchase, but liquidation is nevertheless usually the end result.
The terms "demerger", "spin-off" or "spin-out" are sometimes used to indicate the effective opposite of a merger, where one company splits into two, the 2nd often being a separately listed stock company if the parent was a stock company.


[edit] Financing M&A
Mergers are generally differentiated from acquisitions partly by the way in which they are financed and partly by the relative size of the companies. Various methods of financing an M&A deal exist:


[edit] All share deals
A "merger" or "merger of equals" is often financed by an all stock deal (a stock swap), known in the UK as an all share deal. Such deals are considered mergers rather than acquisitions because neither company pays money, and the shareholders of each company end up as the combined shareholders of the merged company. There are two methods of merging companies in this way:

one company takes ownership of the other, issuing new shares in itself to the shareholders of the company being acquired as payment, or
a third company is created which takes ownership of both companies (or their assets) in exchange for shares in itself issued to the shareholders of the two merging companies.
Where one company is notably larger than the other, people may nevertheless be wary of calling the deal a merger, as the shareholders of the larger company will still dominate the merged company.


[edit] Cash
A company acquiring another will frequently pay for the other company by cash. Such transactions are usually termed acquisitions rather than mergers because the shareholders of the target company are removed from the picture and the target comes under the (indirect) control of the bidder's shareholders alone.

The cash can be raised in a number of ways. The company may have sufficient cash available in its account, but this is unlikely. More often the cash will be borrowed from a bank, or raised by an issue of bonds. Acquisitions financed through debt are known as leveraged buyouts, and the debt will often be moved down onto the balance sheet of the acquired company.


[edit] Hybrids
An acquisition can involve a cash and debt combination, or a combination of cash and stock of the purchasing entity, or just stock. The Sears-Kmart acquisition is an example of a cash deal.


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