What It Is:
An acquisition is the purchase of all or a portion of a corporate asset or target company.
How It Works/Example:
An acquisition is commonly mistaken with a merger – which occurs when the purchaser and the target both cease to exist and instead form a new, combined company.
When a target company is acquired by another company, the target company ceases to exist in a legal sense and becomes part of the purchasing company. Acquisitions are commonly made by using cash or debt to purchase outstanding stock, but companies can also use their own stock by exchanging it for the target firm's stock. Acquisitions can be either hostile or friendly.
Let's assume Company XYZ wants to acquire Company ABC. Company XYZ starts to buy ABC shares on the open market, but once Company XYZ acquires 5% of ABC, it must formally (and publicly) declare to the Securities and Exchange Commission (SEC) how many shares it owns. Company XYZ must also state whether it intends to buy ABC or just hold its existing shares as an investment.
If Company XYZ wants to proceed with the acquisition, it will make a "tender offer" to ABC's board of directors, followed by an announcement to the press. The tender offer will indicate, among other things, how much Company XYZ is willing to pay for ABC and how long ABC shareholders have to accept the offer.
Once the tender offer is made, ABC can accept (1) the terms of the offer, (2) negotiate a different price, (3) use a "poison pill" or other defense to avert the deal, or (4) find another company, who hopefully will pay as much or more as XYZ is offering, to buy them.
If ABC accepts the offer, regulatory bodies then review the transaction to ensure the combination does not create a monopoly or other anti-competitive circumstances within the industries involved. If the regulatory bodies approve the transaction, the parties exchange funds and the deal is closed.
Why It Matters:
Companies acquire target companies as a growth strategy because it can create a bigger, more competitive, and more cost-efficient entity. This synergy -- the idea that the two companies together are more valuable to the shareholders than they are apart -- is elusive, but it is the idea used to justify most acquisitions. A well-executed acquisition can be the crowning jewel of a CEO's career.
Click here to learn How to Play the Buyout Game: 3 Tips for Finding the Best Deals