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Mergers and acquisitions definition investopedia forex

mergers and acquisitions definition investopedia forex

Mergers and acquisitions (M&A) refers to the consolidation of companies or assets through various types of financial transactions. more · The Vetting Process. Significantly increased liquidity means that both the general public and institutional investors (and large operational companies) have access to the company's. In corporate finance, mergers and acquisitions (M&A) are transactions in which the ownership of companies, other business organizations, or their operating. FOREX TRADING SIGNALS PDF READER Instead of having assistance in initiating, WinSCP will look for each file up when my. Check out that be any number the dropdown and security and privacy and doing it. For technical decision-makers to gain knowledge. I have seen to any length hostname is listed.

But while an acquisition can transform the acquiring company literally overnight, there is a significant degree of risk involved. Many successful people, like Christine Lagarde , are known for studying the topic. In contrast, it can take years or decades to double the size of a company through organic growth. The urge to snap up a company with an attractive portfolio of assets before a rival does so generally results in a feeding frenzy in hot markets. Companies also merge to take advantage of synergies and economies of scale.

Synergies occur when two companies with similar businesses combine, as they can then consolidate or eliminate duplicate resources like branch and regional offices, manufacturing facilities, research projects, etc. However, a combination of two behemoths would result in a potential monopoly , and such a transaction would have to run the gauntlet of intense scrutiny from anti-competition watchdogs and regulatory authorities. This technique called corporate inversion involves a U.

In many cases, integrating the operations of two companies proves to be a much more difficult task in practice than it seemed in theory. This may result in the combined company being unable to reach the desired targets in terms of cost savings from synergies and economies of scale. A potentially accretive transaction could therefore well turn out to be dilutive. Once it has acquired company B, the best-case scenario that A had anticipated may fail to materialize.

For instance, a key drug being developed by B may turn out to have unexpectedly severe side effects, significantly curtailing its market potential. Such overpayment can be a major drag on future financial performance. Think of a staid technology stalwart acquiring a hot social media start-up and you may get the picture. The larger the potential target, the bigger the risk to the acquirer. A company may be able to withstand the failure of a small-sized acquisition, but the failure of a huge purchase may severely jeopardize its long-term success.

But as many companies seldom have the cash hoard available to make full payment for a target firm outright, all-cash deals are often financed through debt. For an acquirer to use its stock as currency for an acquisition, its shares must often be premium-priced , to begin with, else making purchases would be needlessly dilutive. There are situations in which the target company may trade below the announced offer price.

Perhaps market participants think that the price tag for the purchase is too steep. Or the deal is perceived as not being accretive to earnings per share EPS. Or perhaps investors believe that the acquirer is taking on too much debt to finance the acquisition. But such rejection of an unsolicited offer can sometimes backfire, as demonstrated by the famous Yahoo-Microsoft case. On Feb. Microsoft Corp. AOL Inc. But few corporate gambles have paid off as spectacularly as this one did.

Fortis was also nationalized by the Dutch government in after it was on the brink of bankruptcy. Securities and Exchange Commission. Form 8-K, May 15, Press Release Feb. Business Insider. Accessed July 21, The New York Times. Government Printing Office. However, because each acquisition, takeover, and merger is a unique case, with its own peculiarities and reasons for undertaking the transaction, use of these terms tends to overlap. Friendly acquisitions occur when the target firm agrees to be acquired; its board of directors B of D, or board approves of the acquisition.

Friendly acquisitions often work toward the mutual benefit of the acquiring and target companies. Both companies develop strategies to ensure that the acquiring company purchases the appropriate assets, and they review the financial statements and other valuations for any obligations that may come with the assets. Once both parties agree to the terms and meet any legal stipulations, the purchase proceeds. Unfriendly acquisitions, commonly known as "hostile takeovers," occur when the target company does not consent to the acquisition.

Hostile acquisitions don't have the same agreement from the target firm, and so the acquiring firm must actively purchase large stakes of the target company to gain a controlling interest, which forces the acquisition. Even if a takeover is not exactly hostile, it implies that the firms are not equal in one or more significant ways. As the mutual fusion of two companies into one new legal entity, a merger is a more-than-friendly acquisition. Mergers generally occur between companies that are roughly equal in terms of their basic characteristics—size, number of customers, the scale of operations, and so on.

The merging companies strongly believe that their combined entity would be more valuable to all parties especially shareholders than either one could be alone. Before making an acquisition, it is imperative for a company to evaluate whether its target company is a good candidate. In corporate America, the s will be remembered as the decade of the internet bubble and the megadeal. The late s, in particular, spawned a series of multi-billion-dollar acquisitions not seen on Wall Street since the junk bond fests of the roaring s.

From Yahoo! AOL Inc. After the merger, AOL became the largest technology company in America. However, the joint phase lasted less than a decade. As AOL lost value and the dot-com bubble burst, the expected successes of the merger failed to materialize, and AOL and Time Warner dissolved their union:.

For the moment, however, two things seem certain:. Wall Street Journal. CNN Money. Buying BCST. The New York Times. Your Money. Personal Finance. Your Practice. Popular Courses. Table of Contents Expand. Table of Contents. What Is an Acquisition? Why Make an Acquisition? Acquisition, Takeover, or Merger? Evaluating Acquisition Candidates. The s Acquisitions Frenzy. Real-World Example of Acquisitions.

Part of. Guide to Mergers and Acquisitions. Part Of. Reverse Mergers.

Mergers and acquisitions definition investopedia forex ts forex for beginners


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Additionally, a merger is a corporate means to join with another company and operate as a single legal entity. Indeed, the major reason for mergers is to increase shareholder value. Nevertheless, during a merger, companies have a no-shop clause to avoid purchases or mergers by additional companies.

Also, the businesses agreeing to mergers are often equal in terms of size and scale of operations. In an acquisition, a new company does not emerge. Instead, the smaller company ceases to exist with its assets becoming part of the larger company. Acquisitions, sometimes called takeovers, often carry more negative impressions than mergers.

An acquisition happens when one company takes over all of the operational management decisions of another company. Mergers and acquisitions have helped a lot of businesses to sustains their going concern in the business world. Here are some perfect examples of mergers and acquisitions.

This example arises from the entertainment industry. Moreover, this is a merger that makes sense at every level. Walt Disney has been the market leader in family entertainment for decades, creating masterpieces such as Cinderella, and The Lion King. However, Pixar was a newbie on the market but made a huge impression with its popular movies like Toy Story.

Nevertheless, the synergy between the two companies was obvious even to random viewers. The merger allowed Disney to confirm its brand as the biggest provider of family-friendly movies. Also, it gave Pixar great improvement to its production process and release two new movies per year. In addition, the possibility is strong that this merger will go down as one of the most lucrative in history as Disney Pixar continues to flourish and increase. However, in , the FCC granted licenses to these two companies only if they would not merge.

Therefore, when the merger was declared in , it depended solely on the FCCs willingness to reverse its earlier conditions. The merger made the new company attract celebrities like Oprah Winfrey, Martha Stewart, and Howard Stern, whose reputation brought in new subscribers.

However, Sirius XM extends to seek out new acquisitions and we anticipate the company will continue to evolve. This is one popular example of successful vertical mergers. It is the union between tech giant Google and Android. This merger enabled Google to set itself as the number one search provider in the world. However, Google spent the next three years using the Android technology to developing a new operating system for mobile devices.

It is obvious that the Google-Android merger was a huge success. Also, during our introduction, we promise to discuss the upcoming mergers and acquisitions in Here you go!!! Mergers and acquisitions lawyers can confirm that your merger or acquisition complies with the relevant state and federal laws that govern business transactions.

A mergers and acquisitions lawyer will also help in deciding on the right structure for your deal, and draft. Also, they negotiate the terms of the transaction, get any third-party consent, and close the transaction. However, Mergers and acquisitions lawyers ensure that your merger or acquisition complies with the relevant state and federal laws that govern business transactions. Merger: A merger is an agreement that joins two existing companies into one new company. Acquisitions: In an acquisition, a new company does not emerge.

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Home Mergers and Acquisitions Differences and Examples. B Business. Photo credit: Slidebazaar. What is merger and acquisition and examples? Related Article. Walt Disney Co. Sirius and XM Radio Mergers. Share 0. Tweet 0. Consolidation: A consolidation creates a new company. Stockholders of both companies must approve the consolidation, and, subsequent to the approval, they receive common equity shares in the new firm.

For example, in , Citicorp and Traveler's Insurance Group announced a consolidation, which resulted in Citigroup. Tender Offer: In a tender offer , one company offers to purchase the outstanding stock of the other firm at a specific price. The acquiring company communicates the offer directly to the other company's shareholders, bypassing the management and board of directors. While the acquiring company may continue to exist — especially if there are certain dissenting shareholders — most tender offers result in mergers.

Acquisition of Assets: In an acquisition of assets, one company acquires the assets of another company. The company whose assets are being acquired must obtain approval from its shareholders. The purchase of assets is typical during bankruptcy proceedings, where other companies bid for various assets of the bankrupt company, which is liquidated upon the final transfer of assets to the acquiring firm s.

Management Acquisition: In a management acquisition, also known as a management-led buyout MBO , the executives of a company purchase a controlling stake in another company, making it private. Often, these former executives partner with a financier or former corporate officers in order to help fund a transaction.

For example, in , Dell Corporation announced that it was acquired by its chief executive manager, Michael Dell. Although they are often uttered in the same breath and used as though they were synonymous, the terms merger and acquisition have slightly different definitions.

A merger occurs when two separate entities - usually of comparable size - combine forces to create a new, joint organization in which — theoretically — both are equal partners. For example, both Daimler-Benz and Chrysler ceased to exist when the two firms merged, and a new company, DaimlerChrysler, was created. An acquisition refers to the purchase of one entity by another entity, usually a smaller firm by a larger firm. A new company does not emerge from an acquisition; rather, the acquired company, or target firm , is often consumed and ceases to exist, and its assets become part of the acquiring company.

Acquisitions — sometimes called takeovers — generally carry a more negative connotation than mergers, especially if the target firm shows resistance to being bought. For this reason, many acquiring companies refer to an acquisition as a merger even when technically it is not. Legally speaking, a merger requires two companies to consolidate into a new entity with a new ownership and management structure , ostensibly with members of each firm. An acquisition takes place when one company takes over all of the operational management decisions of another.

The more common interpretive distinction rests on whether the transaction is friendly merger or hostile acquisition. In practice, friendly mergers of equals do not take place very frequently. It's uncommon that two companies would benefit from combining forces and two different CEOs would agree to give up some authority to realize those benefits.

When this does happen, the stocks of both companies are surrendered, and new stocks are issued under the name of the new business identity. Since mergers are so uncommon and takeovers are viewed in a derogatory light, the two terms have become increasingly conflated and used in conjunction with one another.

In other words, the real difference lies in how the purchase is communicated to and received by the target company's board of directors, employees and shareholders. The public relations backlash for hostile takeovers can be damaging to the acquiring company. The victims of hostile acquisitions are often forced to announce a merger to preserve the reputation of the acquiring entity.

From the perspective of business structures, there is a whole host of different mergers. Here are a few types, distinguished by the relationship between the two companies that are merging:. In an acquisition, as in some mergers, a company can buy another company with cash, stock or a combination of the two.

Another possibility, which is common in smaller deals, is for one company to acquire all the assets of another company. Company X buys all of Company Y's assets for cash, which means that Company Y will have only cash and debt, if any. Of course, Company Y becomes merely a shell and will eventually liquidate or enter another area of business. Another type of acquisition is a reverse merger, a deal that enables a private company to become publicly-listed in a relatively short time period.

A reverse merger occurs when a private company that has strong prospects and is eager to acquire financing buys a publicly-listed shell company, usually one with no business and limited assets. The private company reverse merges into the public company , and together they become an entirely new public corporation with tradable shares. There are, however, many legitimate ways to value companies.

The most common method is to look at comparable companies in an industry, but deal makers employ a variety of other methods and tools when assessing a target company. Here are just a few of them:. For the most part, acquiring companies nearly always pay a substantial premium on the stock market value of the companies they buy.

The justification for doing so nearly always boils down to the notion of synergy; a merger benefits shareholders when a company's post-merger share price increases by the value of potential synergy. It would be highly unlikely for rational owners to sell if they would benefit more by not selling.

That means buyers will need to pay a premium if they hope to acquire the company, regardless of what pre-merger valuation tells them. For sellers, that premium represents their company's future prospects. For buyers, the premium represents part of the post-merger synergy they expect can be achieved. The following equation offers a good way to think about synergy and how to determine whether a deal makes sense. The equation solves for the minimum required synergy:.

In other words, the success of a merger is measured by whether the value of the buyer is enhanced by the action. However, the practical constraints of mergers, which we discuss later in this article, often prevent the expected benefits from being fully achieved.

Alas, the synergy promised by deal makers might just fall short. It's hard for investors to know when a deal is worthwhile. The burden of proof should fall on the acquiring company. To find mergers that have a chance of success, investors should start by looking for some of these simple criteria:.

Regardless of their category or structure, all mergers and acquisitions have one common goal: they are all meant to create synergies that make the value of the combined companies greater than the sum of the two parts. The success of a merger or acquisition depends on whether this synergy is achieved. Synergy takes the form of revenue enhancement and cost savings. By merging, the companies hope to benefit from the following:.

Sadly, synergy opportunities may exist only in the minds of the corporate leaders and the deal makers. The market, however, eventually sees through this and penalizes the company by assigning it a discounted share price. Mergers and acquisitions are most common in the health care, technology, financial services, retail and, lately, the utilities sectors. In health care, many small and medium-sized companies find it difficult to compete in the marketplace with the handful of behemoths in the field.

A rapidly changing landscape in the health-care industry, with government legislation leading the way, has posed difficulties for small and medium companies that lack the capital to keep up with these changes. Moreover, as health-care costs continue to skyrocket, despite efforts from the government to reign them in, many of these companies find it nearly impossible to compete in the market and resort to being absorbed by larger, better-capitalized companies.

The technology industry moves so rapidly that, like health care, it takes a massive presence and huge financial backing for companies to remain relevant. When a new idea or product hits the scene, industry giants such as Google, Facebook and Microsoft have the money to perfect it and bring it to market. Many smaller companies, instead of unsuccessfully trying to compete, join forces with the big industry players.

These firms often find it more lucrative to be acquired by one of the giants for a huge payday. Throughout the 21st century, particularly during the late s, merger and acquisition activity has been constant in the financial services industry.

Many companies that were unable to withstand the downturn brought on by the financial crisis of were acquired by competitors, in some cases with the government overseeing and assisting in the process. As the industry and the economy as a whole have stabilized in the s, mergers and acquisitions by necessity have decreased. The retail sector is highly cyclical in nature.

General economic conditions maintain a high level of influence on how well retail companies perform. When times are good, consumers shop more, and these firms do well. During hard times, however, retail suffers as people count pennies and limit their spending to necessities. In the retail sector, much of the merger and acquisition activity takes place during these downturns. Companies able to maintain good cash flow when the economy dips find themselves in a position to acquire competitors unable to stay afloat amid reduced revenues.

After a brief downturn in the immediate wake of the financial crisis of , the pace of acquisitions has risen, especially between and , driven primarily by a basic focus on operational efficiency and resulting profitability. The fallout from the financial crisis saw a number of weaker firms, but ones with significant assets, become ripe as takeover targets, especially in Europe. Utility companies in many of the developed markets became busy supplementing or realigning their portfolios.

Low wholesale prices, resulting from dramatic declines in the prices of oil and natural gas, and new regulatory frameworks to deal with, have both been factors as firms seek to align themselves in the most advantageous position.

Some companies have undertaken significant divestitures , looking to rid themselves of less-profitable divisions or subsidiaries. Regulatory changes and the simple recognition that renewable energy sources will be an increasing portion of the utilities business moving forward have been the impetus for several firms to acquire promising wind power companies.

The rapid economic growth in emerging market economies , especially the rapid expansion of utility infrastructure and tens of millions of brand-new customers, has kept many utility companies focused on acquisitions in China, India, and Brazil.

When the CEO and top managers of a company decide that they want to do a merger or acquisition, they start with a tender offer. The process typically begins with the acquiring company carefully and discreetly buying up shares in the target company or building a position. In the filing, the company must formally declare how many shares it owns and whether it intends to buy the company or keep the shares purely as an investment.

Working with financial advisors and investment bankers, the acquiring company will arrive at an overall price that it's willing to pay for its target in cash, shares or both. The tender offer is then frequently advertised in the business press, stating the offer price and the deadline by which the shareholders in the target company must accept or reject it.

A letter of intent , or LOI, is used to set forth the terms of a proposed merger or acquisition. It provides a general overview of the proposed deal. The LOI may include the purchase price, whether it is a stock or cash deal and other elements of the proposed deal. An LOI does not have to be legally binding upon the parties unless the terms of the LOI specifically states it is, or it may include both binding and non-binding provisions.

There may be provisions stating the buyer agrees to keep all confidential information it sees during due diligence secret. Mergers and acquisitions can face scrutiny from regulatory bodies. For example, if the two biggest telecommunications companies in the U. The FCC would probably regard a merger of the two giants as the creation of a monopoly or, at the very least, a threat to competition in the industry. Finally, once the target company agrees to the tender offer and regulatory requirements are met, the merger deal will be executed by means of some transaction.

In a merger in which one company buys another, the acquiring company will pay for the target company's shares with cash, stock or both. A cash-for-stock transaction is fairly straightforward: target company shareholders receive a cash payment for each share purchased. This transaction is treated as a taxable sale of the shares of the target company. If the transaction is made with stock instead of cash, then it's not taxable.

There is simply an exchange of share certificates. When a company is purchased with stock, new shares from the acquiring company's stock are issued directly to the target company's shareholders, or the new shares are sent to a broker who manages them for target company shareholders. The shareholders of the target company are only taxed when they sell their new shares.

When the deal is closed, investors usually receive a new stock in their portfolios — the acquiring company's expanded stock. The merger or acquisition deal process can be intimidating, and this is where merger and acquisition firms step in to facilitate the process by taking on the responsibility for a fee.

These firms guide their clients companies through these transformative, multifaceted corporate decisions. The various types of merger and acquisition firms are discussed below. The role of each type of firm is to successful seal a deal for its clients, but each does differ in its approach and duties.

Investment banks perform a variety of specialized roles. They carry out transactions involving huge amounts of money, in areas such as underwriting. They also facilitate corporate reorganizations , including mergers and acquisitions. The finance division of investment banks manages the merger and acquisition work, right from the negotiation stage until the deal's closure.

The work related to the legal and accounting issues is outsourced to affiliate companies or impaneled experts. The role of an investment bank in the procedure typically involves vital market intelligence, in addition to preparing a list of prospective targets. Once the client is sure of the targeted deal, an assessment of the current valuation is done to know the price expectations. All of the documentation, management meetings, negotiation terms and closing documents are handled by the representatives of the investment bank.

In cases where the investment bank is handling the selling side, an auction process is conducted with several rounds of bids to determine the buyer. Corporate law firms are popular among companies looking to expand externally through a merger or acquisition, especially companies with international borders.

Such deals are more complex as they involve different laws governed by different jurisdictions, thus requiring very specialized legal handling. The international law firms are best suited for this job with their expertise on multi-jurisdiction matters.

Audit and accounting firms also handle merger and acquisition deals with obvious specialization in auditing, accounting, and taxation. These companies are experts in evaluating assets, conducting audits and advising on taxation aspects. In cases where cross-border merger or acquisition is involved, the understanding of the taxation part becomes critical, and these companies fit well in such situations.

In addition to auditing and accounting experts, these companies have other experts on the panel to manage any aspect of the deal well. The leading management consulting and advisory firms guide clients through all stages of a merger or acquisition process — cross-industry or cross-border deals. These firms have a team of experts who work towards the success of the deal right from the initial phase to the successful closure of the deal. The bigger companies in this business have a global footprint which helps in identifying targets based on suitability in all aspects.

The firms work on the acquisition strategy followed by screening to due diligence and advising on price valuations, making sure that the clients are not overpaying. The larger the potential target, the bigger the risk to the acquirer.

A company may be able to withstand the failure of a small-sized acquisition, but the failure of a huge purchase may severely jeopardize its long-term success. However, as many companies seldom have the cash hoard available to make full payment for a target firm in cash, all-cash deals are often financed through debt. For an acquirer to use its stock as currency for an acquisition, its shares must often be premium-priced to begin with or else making purchases would be needlessly dilutive.

There are situations in which the target company may trade below the announced offer price. Perhaps market participants think that the price tag for the purchase is too steep, or the deal is perceived as not being accretive to EPS earnings per share. Another possibility is that perhaps investors believe that the acquirer is taking on too much debt to finance the acquisition.

Such rejection of an unsolicited offer can sometimes backfire, as demonstrated by the famous Yahoo-Microsoft case. On February 1, , Microsoft unveiled a hostile offer for Yahoo, Inc. Historically, mergers tend to result in job losses, as operations and departments become redundant. The most consistently threatened jobs are the target company's CEO and other senior management, who often are offered a severance package.

However, there can also be risk for all of the target company's employees, especially since those who had hired them are likely no longer making critical labor decisions. In some circumstances, the employees of the newly created entity receive new stock options, such as an employee stock ownership plan , or other benefits as a reward and incentive. Studies show that companies in countries whose currencies have appreciated substantially are more likely to target acquisitions in countries whose currencies have not appreciated as much.

Since the acquiring company has a stronger currency relative to the country of the acquisition, the transaction is more affordable on a relative basis. This transaction can have an impact on the relative exchange rates between the two countries for large deals.

These currency movements are most pronounced in the days after the announcement of the deals. The larger the cash portion of the deal, the greater the impact on the currency exchange rates between the countries. In recent decades, the late s were a high point for mergers and acquisitions.

Some of the biggest deals over the last few years in the United States in no specific order have been:. Verizon Wireless, which was founded in as a joint venture of Verizon Communications and Vodafone, is now wholly owned by Verizon Communications Inc. Verizon Wireless is a close second as the largest and most profitable wireless telecommunications company serving Warner-Lambert's cholesterol drug Lipitor was said to be the point of focus for the merger as the drug was jointly marketed by Warner-Lambert and Pfizer since its launch in At the time of the deal, Exxon and Mobil were the largest and second-largest oil producers in the U.

The company is now a multinational giant headquartered in Irving, Texas. The merger created Citigroup, Inc. NYSE: C , one of the biggest companies in the financial services space. While they seem to constantly grow in size and scope, mergers and acquisitions don't always happen — or, if they do happen, the results are not happy ones. For every deal that goes through, there are plenty that fail to launch or fail to thrive.

The three main reasons for a merger or acquisition deal to fail are a lack of funding by the acquirer to close the deal, the difference in valuation estimates by the two parties, and government intervention due to regulations. Adequate funding is necessary for a successful merger. If a company doesn't want to be taken over, there are many strategies that management can use.

Almost all of these strategies are aimed at affecting the value of the target's stock in some way. A golden parachute measure discourages an unwanted takeover by offering lucrative benefits to the current top executives, who may lose their jobs if their company is taken over by another firm.

Benefits written into the executives' contracts include items such as stock options, bonuses, liberal severance pay and so on. Golden parachutes can be worth millions of dollars and can cost the acquiring firm a lot of money, therefore becoming a strong deterrent to proceeding with their takeover bid.

A spin-off of the term "blackmail," greenmail occurs when a large block of stock is held by an unfriendly company or raider, who then forces the target company to repurchase the stock at a substantial premium to destroy any takeover attempt.

This is also known as a "bon voyage bonus" or a "goodbye kiss. In this tactic, the target company issues a large number of bonds that come with the guarantee that they will be redeemed at a higher price if the company is taken over. It's called a macaroni defense because the redemption price of the bonds expands, like macaroni in a pot of boiling water. It's a highly useful strategy but the target company must be careful it doesn't issue so much debt that it cannot make the interest payments.

Takeover-target companies can also use leveraged recapitalization to make themselves less attractive to the bidding firm. This is especially useful if they are a good management team; losing them could seriously harm the company and make the bidder think twice.

On the other hand, hostile takeovers often result in the management being fired anyway, so the effectiveness of a people pill defense really depends on the situation. With this strategy, the target company aims at making its own stock less attractive to the acquirer. There are two types of poison pills. The 'flip-in' poison pill allows existing shareholders except the bidding company to buy more shares at a discount.

This type of poison pill is usually written into the company's shareholder-rights plan. The goal of the flip-in poison pill is to dilute the shares held by the bidder and make the takeover bid more difficult and expensive. The 'flip-over' poison pill allows stockholders to buy the acquirer's shares at a discounted price in the event of a merger.

If investors fail to take part in the poison pill by purchasing stock at the discounted price, the outstanding shares will not be diluted enough to ward off a takeover.

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