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An acquisition is a transaction in which a buyer obtains control of a company or a business — usually by purchasing shares or assets — while remaining a distinct legal entity from the target.
An acquisition is the default mid-market deal: a strategic, financial or family office buyer agrees a price, completes due diligence, and closes on shares (SPA) or assets (APA).
Accounting: IFRS 3 business combination if you acquire a business. Asset deals that are not businesses follow other IFRS.
| Share purchase | Asset purchase | |
|---|---|---|
| What transfers | Shares of the company | Identified assets and assumed liabilities |
| History | The company (and its skeletons) comes along | More ability to leave liabilities behind |
| Tax | Seller often prefers shares | Buyer often prefers assets (step-up), jurisdiction-specific |
| Contracts | Usually stay put | May need consents |
Illustration only.
A US corporate wants a European software product. It acquires 100% of HoldCo shares for €60m cash on a cash-free debt-free basis, EV €60m, on €8m ARR (7.5x ARR) with a €5m escrow and a €8m earnout on net retention. That is an acquisition. Folding the target into the buyer by statutory merger the following year is a subsequent reorganisation, not the deal that paid the founders.
Price is usually quoted as enterprise value, then bridged to equity value via net debt and working capital. Control is not always 100%: 51% or 70% with options is still an acquisition of control if the facts agree.
Trade sales; LBOs; bolt-ons; taking a listed company private.
“Acquisition” in popular speech includes hiring a team (acqui-hire) and buying a single patent. Those may not be IFRS 3 businesses. Minority stakes without control are investments, not acquisitions of the company.
Dazur’s default sell-side path is an acquisition process: structured financials, a buyer universe split strategic/financial, and a diligence-ready room so the LOI is not the first time numbers are reconciled.