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Difference Between Acquisition and Merger: Main Points You Should Know
When it comes to business transactions, the terms “acquisition” and “merger” are often used interchangeably, but they actually refer to different types of transactions. In this article, we will explore the main points of difference between acquisition and merger and why it’s important for businesses to understand these distinctions.
What is an Acquisition?
An acquisition is a transaction in which one company buys another company. In this type of transaction, the acquiring company assumes control over the target company, and the target company ceases to exist as an independent entity. The acquiring company takes over the assets and liabilities of the target company and may also acquire its employees, intellectual property, and other resources.
What is a Merger?
A merger, on the other hand, is a transaction in which two companies combine to form a new entity. In this type of transaction, both companies contribute their assets, liabilities, and resources to the new entity, which becomes a separate legal entity. The shareholders of both companies typically receive shares in the new entity in exchange for their shares in the old companies.
Main Differences Between Acquisition and Merger
- Control: In an acquisition, the acquiring company takes over control of the target company. In a merger, the two companies combine to form a new entity, and control is shared between the two companies.
- Legal Entity: In an acquisition, the target company ceases to exist as an independent entity and becomes part of the acquiring company. In a merger, a new legal entity is created, and both companies cease to exist as independent entities.
- Shareholder Involvement: In an acquisition, the shareholders of the target company typically receive a premium for their shares, while the acquiring company’s shareholders maintain their ownership in the company. In a merger, the shareholders of both companies receive shares in the new entity.
- Regulatory Approval: Mergers may require regulatory approval, particularly if they involve companies with a significant market share or if they raise antitrust concerns. Acquisitions may also require regulatory approval if they result in a significant change in market concentration.
Why Understanding the Difference Between Acquisition and Merger is Important
Understanding the difference between acquisition and merger is important for businesses because the two types of transactions have different implications for the companies involved. For example, an acquisition may be a better option for a company that wants to quickly gain access to new markets or technology, while a merger may be a better option for two companies that want to combine their resources to compete more effectively in their market.
In addition, regulatory requirements for mergers and acquisitions can vary, so understanding the distinction between the two types of transactions can help businesses navigate the legal and regulatory landscape more effectively.
Conclusion
Acquisitions and mergers are common types of business transactions that involve the transfer of ownership and control from one company to another. While the terms are often used interchangeably, they actually refer to distinct types of transactions with different implications for the companies involved. Understanding the difference between acquisition and merger can help businesses make more informed decisions about their strategic direction and navigate the legal and regulatory landscape more effectively.
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