Ask MetaFilter questions tagged with takeover

Translating business press releases...

molybdenum — Wed, 11 Nov 2009 14:55:54 -0800

What's the exact meaning of one company "acquiring all of the issued share capital" of another? From a press release: "In 2004 Latimer Group Limited, a company incorporated by Lion Capital, acquired all of the issued share capital of Weetabix Limited."

For someone who's ill-versed in business and economics: what does "acquired all of the issued share capital" mean? I would guess it means "bought all the stock of", except that Weetabix is privately-held. Anyway, what are the business implications of this? Would Latimer Group have complete say over the behavior of Weetabix? Or simply a seat on the board of directors?

My amateur interpretation is: Latimer saw that Weetabix was doing well, so thought, 'I want a piece of the action. I'll pay out a bunch of money in exchange for nominal ownership of the company, but probably won't bother intervening unless they're doing something dumb.' Does that sound reasonable?

This all happened in the UK, if that matters.

I think it's from space.

fiercekitten — Mon, 27 Jul 2009 19:25:26 -0800

PlantIdFilter: I've searched all the weed databases for my area trying to id this thing here. No luck, so either it's not a noxious weed or I need more help. The only thing I found that comes close is halogeton but that's pretty specific to SE Oregon. But, then again, I found buffalobur in the backyard, which is also supposed to be specific to the hot and dry part of the state as well.

The strangest thing about it is it seems to start at the little red knot at the middle. This one is about 3 inches across on the widest spot, but I have some that are a foot across. It looks like it just adds length as it gets bigger, so the huge ones have leaves and flowers the same size and such. Here's a closeup of the tiny little flowers, which are so small I can barely see them. The leaves are around 1/2 in in length, on most of them. They cover the reddish stem the entire length. It grows very close the ground, although the section that gets regular water has some that are growing a little more upright, but still close to the ground. It doesn't like shade much, so I haven't found much of it actually under any plants.

We live in the greater PDX area and recently bought a house with no grass. It has a yard, but no grass. It's coming up in the areas where the weed barrier is either one layer or has a break in it. I suspect this is a common contaminant in bird feed, as the mourning doves really like to eat it. Heck, the mourning doves could have brought it in from elsewhere even. It spreads through little tiny seeds, about the same size as salt grains, or through runners, in my case, from the side yard clear under the patio (and through the cracks in the patio) to the other side of the yard.

Roundup (glyphosphate) and Quinclorac/Dicamba (Bayer Advanced All in One Lawn Weed Killer) hasn't had quite the effect I'd hoped for. Both are working, but slower than on regular broadleaf weeds.

Acquire me! I'll take you to dinner first!

Anonymous — Sat, 08 Mar 2008 11:38:36 -0800

What happens when a little company is interested in getting purchased by a big one? (Take two.) (Sorry if you happened to spot the first question. I used bad html and broke it.)

In the exact reverse of this previous AskMe, I need some advice about acquisitions and venture capital. I am a senior executive at a small young company (less than 200 employees) that is a leader in the niche tech field of doodad design. I run the unit that handles all our North American doodad efforts.

For several solid business reasons, the founder/president has always been open to selling this unit, although not extremely motivated (there are other sexier units of the company that he likes to be more involved with). But there has been a change in the market: last fall, quietly, a big multi-national technology conglomerate with no previous doodad business picked up a similarly sized small doodad company (an indirect competitor of ours; their doodads don't serve the same customer base that ours do, but it wouldn't take long to add that functionality via development). Since then, several competitors of the conglomerate have been discreetly sniffing around us.

I have convinced the president that right now is a good time to accelerate the acquisition effort. He has given me the green light to go forth and seek a potential buyer. After much research, I have created a short list of companies that I think will have interest. I believe that our NA doodad unit offers everything that improves shareholder value as a bolt-on acquisition (including exceptional market share and brand awareness, synergy, cutting-edge technology, human resources that are tops in the field, and high return on the economies of scale) and very little that decreases shareholder value (we have no debt, it would be a relatively cheap acquisition, and so on).

So... what next? How would a huge global entity expect to be approached in this case? And to whom? I literally have the clearance to call up [some top person at a conglomerate on my list] and say, "So, do you have a few million lying around?" (I kid; I know that wouldn't be the tactic.) But what is the best tactic? What's the best way to get my foot in that door? What should I expect in a get-to-know-you process? What will they expect to see in the pitch? I understand pitching the broader strokes: valuation, projected revenue, being able to demonstrate our market activity, and so on... but is it presumptuous to plan for how I foresee the unit functioning as part of a new entity? Or does a global conglomerate not really care about the suggestions of Tim Smith, Doodad VP? I'm not worried about the legal and financial due diligence part, since once a solid lead came into the picture, my president would bring an outside team in to handle that part of the process.

Also, I have seen that in several similar deals in my industry over the last few years, the two parties came together via a consulting firm, some group that advises specifically on this kind of dea. Do we really have to consider using an intermediary? (I've been offered a finder's fee by the founder if I can bring in a legitimate buyer candidate and the deal goes through, but I wouldn't want to have to share it with a broker.)

FWIW, I believe that we are in the best position to get acquired, as opposed to obtaining (what would be) stage 3 or mezzanine funding. But, I also know very little about the VC world and what the trends in the market are right now, so I could be wrong: is mezzanine funding the way to go here? The founders are going to want to divest of the unit completely, not just get a cash injection in order to then have to futz with it even more; this would necessitate restructuring the management of the unit (which wouldn't really be a bad thing). Am I right in my understanding that a VC firm won't want to bother with an outfit that isn't already fully contained, that needs to fill some management holes?

Also, I am very nervous about the possibility that I am opening the door to being out of a job. There's really no way to absolutely guarantee that I stay employed if we get purchased, is there?

I'm sure there are additional questions that I should be asking that I don't know to ask. Any thoughts, resources, experiences are welcome. Btw, I'm also looking for a mentor to help me navigate this (frankly overwhelming but exciting) opportunity so if you can suggest anyone, I'm all ears. Email me at acquisitionaskme@gmail.com if you need more info.