Shopping on line can be easy, simple and save you lots of money. It can also take a lot of your time, frustrate you, and result in unwanted purchases. Now the same can be said for regular high street shopping, but with the vast opportunity presented by the Internet it will pay you to spend a few minutes reading this and understanding how to better optimize your Takeover shopping experience:

1. Compare - without doubt the biggest advantage that the Takeover offers shoppers today is the ability to compare thousands of Takeover at a time. This is a great thing, but not necessarily all the time! Too much can be daunting at times so take advantage of the great comparison sites and where possible let them do the hard work for you.

2. Research - if it has been said it will be on the internet. Ignorance is no longer a justifiable reason for buying the wrong thing. Take the time to research in detail everything that you could possible want to know about

3. Testimonials - don't know anybody that has bought a Takeover? Wrong! If the Takeover is good the internet will let you know. Use the Internet as a friend and get testimonials before you buy.

4. Questions - Got a question about Takeover then search the Forums, FAQ's, Blogs etc. Don't be afraid to ask .....

5. Reputation - Never heard of the company selling Takeover? Don't worry, no reason why you should know every company in the world, but you know someone that does! Use the internet to find out what people are saying about Takeover and build up a picture of their reputation for sales, returns, customer service, delivery etc.

6. Returns - still worried that even after all of the above your Takeover wont be what you want? Check out the returns policy. There is so much competition now that someone, somewhere is bound to offer the terms that you are comfortable with.

7. Feedback - happy with your Takeover then let people know, after all you are depending on others people input in your buying decision, so why not give a little back.

8. Security - check for the yellow padlock on the Takeover site before you buy, and the s after http:/ /i.e. https:// = a secure site

9. Contact - got a question about Takeover, or want to leave a comment then check out the sites contact page. Reputable companies have them and respond.

10. Payment - ready to pay for your Takeover, then use your credit card or PayPal! Be aware of companies that don't accept them, there may be genuine reasons but given the huge amount of choice you have when buying online there is no reason at all not to buy via credit card or PayPal.



A takeover in business refers to one company (law) (the acquirer, or bidder) purchasing another (the target). In the UK the term properly refers to the acquisition of a public company whose shares are listed on a stock exchange, in contrast to the mergers and acquisitions of a private company.

==Friendly and hostile takeovers==When a bidder makes an tender offer for another company, it will usually inform the board of directors of the target beforehand. If the board feels that the offer is such that the shareholders will be best served by accepting, it will recommend the offer be accepted by the shareholders. A takeover would be considered "hostile" if (1) the board rejects the offer, but the bidder continues to pursue it, or (2) if the bidder makes the offer without informing the board beforehand.

The main consequence of a bid being considered hostile is practical rather than legal. If the board of the target cooperates, the bidder will be able to conduct extensive due diligence into the affairs of the target company. It will be able to find out exactly what it is taking on before it makes a commitment. A hostile bidder will know only the information on the company that is publicly available and will therefore be taking more of a risk. Banks are also less willing to back hostile bids with the loans that are usually needed to finance the takeover.

In a private company the shareholders and the board are likely to be either the same people or closely connected with one another. Therefore all private acquisitions are likely to be friendly, because if the shareholders have agreed to sell the company then the board, however comprised, will usually be of the same mind or be sufficiently under the orders of the shareholders to cooperate with the bidder. This point is not relevant to the UK concept of takeovers, which always involve the acquisition of a public company.

In cases where management may not be acting in the best interest of the shareholders (or creditors, in cases of bankrupt firms), a hostile takeover allows a suitor to bypass intransigent management. In this case, this enables the shareholders to choose the option that may be best for them, rather than leaving approval solely with management. In this case, a hostile takeover may be beneficial to shareholders, which is contrary to the usual perception that a hostile takeover is "bad."

Reverse takeovers A reverse takeover is a type of takeover where a Private company acquires a public company. This is usually done at the instigation of the larger, private company, the purpose being for the private company to effectively Float (finance) itself while avoiding some of the expense and time involved in a conventional initial public offering.

Financing a takeover Cash A company acquiring another will frequently pay for the other company by cash. The cash can be raised in a number of ways. The company may have sufficient cash available in its account, but this is unusual. More often the cash will be loan from a bank, or raised by an issue of bond (finance). Acquisitions financed through debt are known as leveraged buyouts, and the debt will often be moved down onto the balance sheet of the acquired company. The acquired company then has to pay back the debt. This is a technique often used by private equity companies. The debt ratio of financing can go as high as 80% in some cases. In such a case, the acquiring company would only need to raise 20% of the purchase price.

Loan note alternatives Cash offers for public companies frequently include a "loan note alternative" that allows shareholders to take part or all of their consideration in loan notes rather than cash. This is done primarily to make the offer more attractive in terms of taxation - a conversion of shares into cash is counted a disposal that will trigger a payment of capital gains tax, whereas if the shares are converted into other securities, such as loan notes, the tax is rolled over.

All share deals A takeover, particularly a reverse takeover, may be financed by an all share deal. The bidder does not pay money, but instead issues new shares in itself to the shareholders of the company being acquired. In a reverse takeover the shareholders of the company being acquired will end up with a majority of the shares in, and therefore control of, the company making the bid. The company has managemental rights.

Takeover mechanics Takeovers in the United Kingdom Takeovers in the UK (meaning acquisitions of public companies only) are governed by the City Code on Takeovers and Mergers, also known as the "City Code" or "Takeover Code". The rules for a takeover, can be found what is primarily known as 'The Blue Book'. The Code used to be a non-statutory set of rules that was controlled by City institutions on a theoretically voluntary basis. However, as a breach of the Code brought such reputational damage and the possibility of exclusion from City services run by those institutions, it was regarded as binding. In 2006 the Code was put onto a statutory footing as part of the UK's compliance with the European Directive on Takeovers (2004/25/EC).

The Code requires that all shareholders in a company should be treated equally, regulates when and what information companies must and cannot release publicly in relation to the bid, sets timetables for certain aspects of the bid, and sets minimum bid levels following a previous purchase of shares.

In particular:

The Rules Governing the Substantial Acquisition of Shares, which used to accompany the Code and which regulated the announcement of certain levels of shareholdings, have now been abolished, though similar provisions still exist in the Companies Act 1985.

Strategies There are a variety of reasons why an acquiring company may wish to purchase another company. Some takeovers are opportunistic - the target company may simply be very reasonably priced for one reason or another and the acquiring company may decide that in the long run, it will end up making money by purchasing the target company. The large holding company Berkshire Hathaway has profited well over time by purchasing many companies opportunistically in this manner.

Other takeovers are strategic in that they are thought to have secondary effects beyond the simple effect of the profitability of the target company being added to the acquiring company's profitability. For example, an acquiring company may decide to purchase a company that is profitable and has good distribution (business) capabilities in new areas which the acquiring company can utilize for its own products as well. A target company might be attractive because it allows the acquiring company to enter a new market without having to take on the risk, time and expense of starting a new division. An acquiring company could decide to take over a competitor not only because the competitor is profitable, but in order to eliminate competition in its field and make it easier, in the long term, to raise prices. Also a takeover could fulfill the belief that the combined company can be more profitable than the two companies would be separately due to a reduction of redundant functions.

Critics often charge that large companies initiate takeovers in order to boost their reported revenue (sales to customers) without giving sufficient regard to profit, which generally takes a hit when a company is acquired because of all the associated costs. Also a premium is always paid if the target company is financially healthy and not already desperate to be taken over.

The target company has several methods to avoid a takeover, if it wishes. These include legal actions, as in the case of the Hewlett-Packard purchase of Compaq, or the use of a poison pill, as set up by Transmeta.

Most dot-com companies were created for the express purpose of being taken over with a consequent immediate profit for their owners, as opposed to the usual purpose of creating a business: to create profit for its owners over time by generating cash which is paid in dividends.

Perceived pros and cons of takeover Perceived pros and cons of a takeover differ from case to case but still there are a few worth mentioning.

Pros:
  • Increase in sales/revenues (e.g. Procter & Gamble takeover of The Gillette Company)
  • Venture into new businesses and markets
  • Profitability of target company
  • Increase market share
  • Decrease competition (from the perspective of the acquiring company)
  • Reduction of overcapacity in the industry
  • Enlarge brand portfolio (e.g. L'Oréal's takeover of Bodyshop)


    • Cons:
  • Reduced competition and choice for consumers in oligopoly markets
  • Likelihood of price increases and job cuts
  • Cultural integration/conflict with new management
  • Hidden liabilities of target entity.


    • Occurrence Corporate takeovers occur readily in the United States, the United Kingdom and France. They happen only occasionally in Italy because larger shareholders (typically controlling families) often have special board voting privileges designed to keep them in control. They do not happen often in Germany because of the dual board structure, nor in Japan because companies have interlocking sets of ownerships known as keiretsu, nor in the People's Republic of China because the state majority-owns most publicly listed companies.

    Tactics against hostile takeover

    See also



    A takeover in business refers to one company (law) (the acquirer, or bidder) purchasing another (the target). In the UK the term properly refers to the acquisition of a public company whose shares are listed on a stock exchange, in contrast to the mergers and acquisitions of a private company.

    ==Friendly and hostile takeovers==When a bidder makes an tender offer for another company, it will usually inform the board of directors of the target beforehand. If the board feels that the offer is such that the shareholders will be best served by accepting, it will recommend the offer be accepted by the shareholders. A takeover would be considered "hostile" if (1) the board rejects the offer, but the bidder continues to pursue it, or (2) if the bidder makes the offer without informing the board beforehand.

    The main consequence of a bid being considered hostile is practical rather than legal. If the board of the target cooperates, the bidder will be able to conduct extensive due diligence into the affairs of the target company. It will be able to find out exactly what it is taking on before it makes a commitment. A hostile bidder will know only the information on the company that is publicly available and will therefore be taking more of a risk. Banks are also less willing to back hostile bids with the loans that are usually needed to finance the takeover.

    In a private company the shareholders and the board are likely to be either the same people or closely connected with one another. Therefore all private acquisitions are likely to be friendly, because if the shareholders have agreed to sell the company then the board, however comprised, will usually be of the same mind or be sufficiently under the orders of the shareholders to cooperate with the bidder. This point is not relevant to the UK concept of takeovers, which always involve the acquisition of a public company.

    In cases where management may not be acting in the best interest of the shareholders (or creditors, in cases of bankrupt firms), a hostile takeover allows a suitor to bypass intransigent management. In this case, this enables the shareholders to choose the option that may be best for them, rather than leaving approval solely with management. In this case, a hostile takeover may be beneficial to shareholders, which is contrary to the usual perception that a hostile takeover is "bad."

    Reverse takeovers A reverse takeover is a type of takeover where a Private company acquires a public company. This is usually done at the instigation of the larger, private company, the purpose being for the private company to effectively Float (finance) itself while avoiding some of the expense and time involved in a conventional initial public offering.

    Financing a takeover Cash A company acquiring another will frequently pay for the other company by cash. The cash can be raised in a number of ways. The company may have sufficient cash available in its account, but this is unusual. More often the cash will be loan from a bank, or raised by an issue of bond (finance). Acquisitions financed through debt are known as leveraged buyouts, and the debt will often be moved down onto the balance sheet of the acquired company. The acquired company then has to pay back the debt. This is a technique often used by private equity companies. The debt ratio of financing can go as high as 80% in some cases. In such a case, the acquiring company would only need to raise 20% of the purchase price.

    Loan note alternatives Cash offers for public companies frequently include a "loan note alternative" that allows shareholders to take part or all of their consideration in loan notes rather than cash. This is done primarily to make the offer more attractive in terms of taxation - a conversion of shares into cash is counted a disposal that will trigger a payment of capital gains tax, whereas if the shares are converted into other securities, such as loan notes, the tax is rolled over.

    All share deals A takeover, particularly a reverse takeover, may be financed by an all share deal. The bidder does not pay money, but instead issues new shares in itself to the shareholders of the company being acquired. In a reverse takeover the shareholders of the company being acquired will end up with a majority of the shares in, and therefore control of, the company making the bid. The company has managemental rights.

    Takeover mechanics Takeovers in the United Kingdom Takeovers in the UK (meaning acquisitions of public companies only) are governed by the City Code on Takeovers and Mergers, also known as the "City Code" or "Takeover Code". The rules for a takeover, can be found what is primarily known as 'The Blue Book'. The Code used to be a non-statutory set of rules that was controlled by City institutions on a theoretically voluntary basis. However, as a breach of the Code brought such reputational damage and the possibility of exclusion from City services run by those institutions, it was regarded as binding. In 2006 the Code was put onto a statutory footing as part of the UK's compliance with the European Directive on Takeovers (2004/25/EC).

    The Code requires that all shareholders in a company should be treated equally, regulates when and what information companies must and cannot release publicly in relation to the bid, sets timetables for certain aspects of the bid, and sets minimum bid levels following a previous purchase of shares.

    In particular:

    The Rules Governing the Substantial Acquisition of Shares, which used to accompany the Code and which regulated the announcement of certain levels of shareholdings, have now been abolished, though similar provisions still exist in the Companies Act 1985.

    Strategies There are a variety of reasons why an acquiring company may wish to purchase another company. Some takeovers are opportunistic - the target company may simply be very reasonably priced for one reason or another and the acquiring company may decide that in the long run, it will end up making money by purchasing the target company. The large holding company Berkshire Hathaway has profited well over time by purchasing many companies opportunistically in this manner.

    Other takeovers are strategic in that they are thought to have secondary effects beyond the simple effect of the profitability of the target company being added to the acquiring company's profitability. For example, an acquiring company may decide to purchase a company that is profitable and has good distribution (business) capabilities in new areas which the acquiring company can utilize for its own products as well. A target company might be attractive because it allows the acquiring company to enter a new market without having to take on the risk, time and expense of starting a new division. An acquiring company could decide to take over a competitor not only because the competitor is profitable, but in order to eliminate competition in its field and make it easier, in the long term, to raise prices. Also a takeover could fulfill the belief that the combined company can be more profitable than the two companies would be separately due to a reduction of redundant functions.

    Critics often charge that large companies initiate takeovers in order to boost their reported revenue (sales to customers) without giving sufficient regard to profit, which generally takes a hit when a company is acquired because of all the associated costs. Also a premium is always paid if the target company is financially healthy and not already desperate to be taken over.

    The target company has several methods to avoid a takeover, if it wishes. These include legal actions, as in the case of the Hewlett-Packard purchase of Compaq, or the use of a poison pill, as set up by Transmeta.

    Most dot-com companies were created for the express purpose of being taken over with a consequent immediate profit for their owners, as opposed to the usual purpose of creating a business: to create profit for its owners over time by generating cash which is paid in dividends.

    Perceived pros and cons of takeover Perceived pros and cons of a takeover differ from case to case but still there are a few worth mentioning.

    Pros:
  • Increase in sales/revenues (e.g. Procter & Gamble takeover of The Gillette Company)
  • Venture into new businesses and markets
  • Profitability of target company
  • Increase market share
  • Decrease competition (from the perspective of the acquiring company)
  • Reduction of overcapacity in the industry
  • Enlarge brand portfolio (e.g. L'Oréal's takeover of Bodyshop)


    • Cons:
  • Reduced competition and choice for consumers in oligopoly markets
  • Likelihood of price increases and job cuts
  • Cultural integration/conflict with new management
  • Hidden liabilities of target entity.


    • Occurrence Corporate takeovers occur readily in the United States, the United Kingdom and France. They happen only occasionally in Italy because larger shareholders (typically controlling families) often have special board voting privileges designed to keep them in control. They do not happen often in Germany because of the dual board structure, nor in Japan because companies have interlocking sets of ownerships known as keiretsu, nor in the People's Republic of China because the state majority-owns most publicly listed companies.

    Tactics against hostile takeover

    See also



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