M&A-Glossar

M&A von A bis Z — verständlich erklärt.

Die wichtigsten Begriffe rund um Unternehmensverkauf, Nachfolge und Bewertung — präzise definiert und für Unternehmer geschrieben, nicht für Banker.

A2 Begriffe

Accretion

Definition Accretion, in the context of M&A, refers to the increase in earnings per share (EPS) of the acquiring company following a transaction. This occurs when the additional earnings generated by the acquisition exceed the transaction costs, creating immediate value for shareholders.

Auction Process

An auction process is a structured sales process where multiple potential buyers are invited to submit bids for a company. This process increases competitive pressure and can result in a higher sales price.

B1 Begriff

Bid Procedure Letter

After the mandate is signed, the M&A advisors prepare all the necessary documents for the company acquisition process. One of the first documents is the "Bid Procedure Letter." This document provides buyers with a formal process and timeline for submitting non-binding offers. Each letter outlines the necessary information for the initial offer, including:

C4 Begriffe

CapEx (Capital Expenditures)

CapEx, short for Capital Expenditures, refers to investments in the maintenance, repair, and acquisition of long-term or fixed assets that are used for future revenue generation and operational activities.

Cash flow

Definition: Cash flow shows the net amount of liquid funds flowing in and out of a company over a given period.

Closing

Closing is the final step in an M&A transaction, during which ownership of the company is officially transferred. At this stage, all conditions are fulfilled, the purchase price is paid, and control of the company is handed over.

Compliance

Definition: Compliance refers to the adherence to legal requirements, regulatory standards, and internal company policies.

D4 Begriffe

Dilution

Definition Dilution occurs in the M&A context when a transaction leads to a decrease in the acquiring company's earnings per share (EPS). This can happen if the acquisition costs exceed the additional earnings or if new shares are issued, reducing the existing shareholders' proportional share in the company's earnings.

Discounted Cash Flow (DCF)

The Discounted Cash Flow (DCF) method is one of the most important approaches for company valuation. It estimates a company's future cash flows and discounts them to their present value. The core principle is that money available today is worth more than the same amount in the future – a concept known as the time value of money. The DCF method takes into account both the projected income and th…

Drag-Along Right

A Drag-Along Right allows majority shareholders to require minority shareholders to sell their shares under the same terms if the company is being sold. This prevents minority shareholders from blocking the sale.

Due Dilligence

Due Diligence is a comprehensive examination of a company conducted by a potential buyer before an acquisition. Various aspects of the company are analyzed, including finances, legal obligations, customer contracts, employee relationships, and market position. The purpose of Due Diligence is to identify risks and determine the actual value of the company.

E7 Begriffe

Earn-Out

Ein Earn-Out ist eine Zahlungsvereinbarung, die bei Unternehmensübernahmen häufig genutzt wird. Ein Teil des Kaufpreises wird dabei nicht sofort bezahlt, sondern an die zukünftige Entwicklung des Unternehmens gekoppelt. Käufer und Verkäufer vereinbaren bestimmte finanzielle oder operative Ziele, die das übernommene Unternehmen innerhalb eines festgelegten Zeitraums nach der Übernahme erreichen …

Earnings per Share (EPS)

Definition: Earnings per Share (EPS) is a key metric in corporate valuation that measures the profit attributable to each individual share of a company. It is calculated by dividing a company's net income by the total number of outstanding shares.

EBIT

EBIT refers to earnings before interest and taxes. EBIT is calculated by subtracting depreciation from [EBITDA](/en/glossary/ebitda), as shown in the formula below.

EBITDA

EBITDA stands for Earnings Before Interest, Taxes, Depreciation, and Amortization. It is used to determine the operational cash flow and serves as a key comparable metric for different countries and companies.

Equity Bridge

Definition: The Equity Bridge is a method used to transition between a company's Enterprise Value (EV) and Equity Value. It is particularly relevant in the context of M&A transactions and business valuations.

Equity Story

Definition: The Equity Story is the core narrative of a company that conveys to potential buyers, investors, or strategic partners why the company represents an attractive investment opportunity. It combines financial metrics, market positioning, and strategic future plans to build trust and persuade capital providers.

Economies of Scale

Definition: Economies of scale refer to the cost advantages that companies achieve by increasing their production volume or business operations. These advantages arise when the average cost per unit decreases as production volume grows. Economies of scale play a crucial role in corporate strategy and M&A, as mergers and acquisitions often aim to realize these effects.

F3 Begriffe

Family Offices

Definition: Family offices are private wealth management firms that manage the financial and entrepreneurial assets of high-net-worth families. They serve as a central point of contact for all financial, tax, and often personal matters.

Financial Fact Book

Definition: A Financial Fact Book is a comprehensive financial document that provides an in-depth analysis of a company's financial position. It is commonly used in M&A transactions, capital fundraising, or strategic corporate decisions to offer investors and potential buyers a clear and structured overview of financial performance and key metrics.

Fixed Cost Degression

Definition: Fixed Cost Degression refers to the effect where a company's fixed costs are distributed over an increasing number of produced units, leading to lower unit costs. This principle is a key aspect of corporate finance, pricing strategies, and M&A, as it can significantly impact profitability.

I1 Begriff

Information Memorandum

Definition: An Information Memorandum, often referred to as a Confidential Information Memorandum (CIM), is a comprehensive document that provides potential buyers or investors with detailed information about a company that is up for sale. It is typically prepared by the seller or their advisors and serves to present the company during the sale process.

L3 Begriffe

Letter of Intent (LOI)

The Letter of Intent, or LOI, is a document drafted by the buyer and signed by both parties. In most cases, the document is not legally binding and serves the purpose of outlining the terms under which the transaction is to proceed. The LOI is crucial for the course of a transaction as it establishes all significant terms that will serve as the basis for future negotiations. The LOI is typicall…

Leveraged Buyout (LBO)

A Leveraged Buyout (LBO) is a takeover strategy in which a company is primarily financed with borrowed money. The buyer takes out loans to pay the purchase price and uses the acquired company's assets as collateral.

Long List

Definition: In the M&A process, the Long List is an initial, comprehensive list of potential target companies or acquisition candidates that align with the buyer’s strategic objectives. It serves as the starting point for identifying suitable transaction partners and forms the basis for further analysis and narrowing down potential targets.

M2 Begriffe

Management Buyout (MBO)

A Management Buyout (MBO) is a takeover strategy in which the existing management team purchases all or part of the company from the current owners. This type of transaction is often used when the owners wish to retire but want to ensure that the business remains in capable hands.

Market Share

Definition: Market share represents the percentage of a company's sales within a specific market segment or the entire industry. It is calculated as the ratio of a company's revenue to the total market revenue and serves as a key indicator of a company's competitive position.

N1 Begriff

NDA (Non-Disclosure Agreement)

When a company expresses interest in the teaser, the M&A advisors prepare the Non-Disclosure Agreement (NDA). The NDA is a legally binding document that ensures buyers cannot disclose or use any information revealed during the rest of the M&A process within a specified period. The central points of an NDA are:

P2 Begriffe

Private Equity Funds

Definition: Private equity funds (PE funds) invest in privately held companies with the aim of increasing their value and exiting at a profit.

Process letter

Definition: A Process Letter is a formal document used in the M&A process to inform potential buyers or investors about the structure, timeline, and next steps of a transaction. It provides key details on how participants can proceed in the process and what requirements must be met. Depending on the type of transaction, a Process Letter may serve as a general roadmap or a specific auction guide…

R1 Begriff

Roll-up

A roll-up is an M&A strategy in which a company acquires several smaller firms in the same industry and merges them into a larger entity. The goal is to gain market share, achieve economies of scale, and increase competitiveness. Roll-ups are particularly popular in fragmented markets like e-commerce, where many small merchants are active.

S5 Begriffe

Share Purchase Agreement (SPA)

The purchase agreement is the final agreement between the buyer and the seller in the M&A process. Although this contract varies significantly from company to company, the most important and essential aspects are:

Shareholder value

Definition: Shareholder Value refers to the economic value created for a company's shareholders. In the context of M&A transactions, Shareholder Value is often considered a central objective. Companies aim to achieve long-term value enhancement for their shareholders through strategic acquisitions or mergers.

Short List

Definition: Im Rahmen von M&A-Transaktionen bezeichnet die Short List eine aus der Long List hervorgegangene, verkürzte Liste von potenziellen Käufern, Investoren oder Übernahmekandidaten, die nach einer detaillierten Analyse als besonders vielversprechend eingestuft werden. Diese Kandidaten werden für vertiefte Gespräche und Verhandlungen ausgewählt.

Signing

Signing refers to the point at which the parties involved in an M&A deal sign the purchase agreement, making it legally binding. However, the transaction is not yet fully completed at this stage. Certain conditions (known as "Conditions Precedent") must be met before the deal can proceed to closing.

Synergy effects

Synergy effects occur when two companies become more efficient together through a merger or acquisition than they were individually. These effects can take the form of cost savings, increased revenue, or improved processes. In the M&A context, synergy effects are often a key driver for acquisitions, as they enable the companies involved to gain competitive advantages.

T1 Begriff

Teaser

Definition: A teaser is a brief, one- to two-page document that provides potential buyers or investors with an initial overview of a company for sale or an investment opportunity. It is prepared by the seller or their advisor and contains essential information without disclosing the company's identity to maintain confidentiality. The goal is to pique the interest of potential buyers, who can re…

U1 Begriff

USP (Unique Selling Proposition)

Definition: A Unique Selling Proposition (USP) describes a company's distinct value proposition that differentiates it from competitors. The USP highlights specific features, benefits, or values that make a product or service unique.

V1 Begriff

Valuation

Company valuation, also known as valuation, is a key component of every M&A transaction. It determines how much a company is worth at the time of acquisition. There are various methods to evaluate a company's worth, including the analysis of revenue, profit, and assets. In the e-commerce sector, growth rates, customer retention, and market trends also play an important role in the valuation pro…

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