
You will find below a list of technical terms used by professionals in the context of business transfers.
Many technical terms of Anglo-Saxon origin do not have an equivalent in French.
Confidentiality agreement
Secrecy guarantee signed by the potential buyer to protect the information provided during the study of the file.
WCR (working capital requirement)
(Trade receivables + inventories + other current assets) – (Trade payables + other current liabilities)
Book Value
Value of a company calculated from its equity
Bottom line
Net income (last line of the income statement)
Business angels
Individuals who invest their wealth in start-up or developing companies, often giving them the benefit of their personal experience.
Business plan
Development plan of the company over 3 to 5 years with detailed comments in the commercial, competition, products, techniques, means of production, investments, men, data processing, financial fields…
Capital
Amount of equity capital brought to a company.
Seed capital
Phase prior to venture capital, capital contribution for start-up companies, often made by individuals (business angels). In English: seed capital
Market capitalization
The value of a company obtained by multiplying the price of a share (listed on the stock exchange) by the number of shares.
Venture capital
Investment in equity or quasi-equity in an unlisted company and intervening downstream of the seed capital.
Closing
Final stage of a sale operation, with the signature by all participants (sellers and buyers) of the sales contract.
Corporate governance
Corporate governance, responsibility and obligations of the board of directors.
Data Room
All the information documents on a company to be sold are placed in a room (at a lawyer’s office) and potential buyers can consult them under certain conditions (with or without photocopying rights). This is the case when the buyer knows the company (competitor for example), and it is not possible to make him visit.
Due-diligence
All the measures of research and control of information allowing the buyer to base his judgment on the assets, the activity, the financial situation, the results, the prospects of the company.
EASDAQ
European market specialized in growth stocks, created in 1996.
EBIT
Earning before interest and taxes. Operating profit before financial expenses and corporate tax.
EBITDA
Earning before interest, taxes, amortization and depreciation. Operating profit before financial expenses and corporate tax, depreciation and amortization.
Leverage
Multiplier effect of the return on equity resulting from the use of external financing.
Earn out
Earn-out clause paid by the buyer based on future results (after the sale)
EVA (economic value added)
A method of measuring value creation by the difference between the operating result and the weighted average cost of capital.
Liability guarantee
Guarantee given by the seller to the buyer on the level of equity.
Holding company
A company whose main purpose is to hold equity interests in companies.
True and fair view
This concept concerns the company’s accounts. They must represent the situation of the company in a faithful, sincere and fair manner.
Initial Public Offering (IPO)
Initial public offering.
Intermediary
An independent third party (legal or natural person) acting as a mediator or advisor in negotiations (e.g. during a sale, an IPO).
Institutional investor
Pension fund, insurance company or asset management company, as opposed to private investors, individuals.
Letter of intent, or Term sheet
This letter is sent by the potential buyer to the company’s shareholders, or their representative, at the end of the due diligence. It stipulates the price and the conditions of purchase.
Liquidity
Fluidity of the market with significant supply and demand.
Memorandum
A document similar to a prospectus, which presents the proposed transaction.
NASDAQ
American market for growth stocks, which inspired the Nouveau Marché in France and the European Easdaq.
Net Income
Net income
Net equity (book value)
Net equity (book value)
NIAT
Net income after tax. Net income after corporate taxes.
New Market
Newly created stock markets in Europe to allow the listing of young technology or growth companies.
NYSE
New York Stock Exchange.
Shareholder agreement
Contractual document that details the relationships between the various shareholders or groups of shareholders in a company.
PER Price earning ratio
Multiplier of net income to determine the value of the company.
Pre-closing
Exchange between the future shareholders, the sellers and their advisors of all the legal documentation that will be signed at the closing. This period allows the documents to be adapted to the requirements of each party.
Accounting principles
Rules and principles guiding accounting practice: – True and fair view, – Valuation of real estate, – Inventory valuation principles, – Non-compensation, – Principle of prudence, – Consistency of methods, – Historical cost, – Going concern, – Separation of fiscal years, – Materiality…
RCU (return on capital employed)
Rate of return on capital employed: EBIT/ Capital employed (Net fixed assets + WCR)
Road show
Visit of investors during a trip of several stages.
ROI (return on investment)
Rate of return on equity. Net income/equity.
Slide show
Summary of the business plan, corresponding to the main points of the project in 10/12 documents (Powerpoint type), allowing for an oral presentation of 15 minutes.
Start-up
Young company in strong growth.
Goodwill
Additional price paid at the time of the acquisition compared to the book value.
Term sheet
Letter of intent or memorandum of understanding
Round table
Capital distribution including the arrival of new investors.
US GAAP
US accounting principles
Venture capital
Venture capital, and by extension private equity.
The group in short :
Every year More than 30 successfull transactions with 20 Senior Consultants and Partners On companies with 5 to 100 employees With a turnover of 1 to 100 Million
We are located in many countries in Europe and Africa to provide access to foreign buyers/investors:
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Actoria has allowed me to quickly diagnose the dysfunctions in the processes of our company, to offer optimizations and to implement them. Actoria has also successfully supported us in all phases of our company’s transfer to a group in our sector: preparation of my company, identification of buyer partners, negotiation up to the entry of the partner’s capital. Actoria brought us negotiation expertise and found us a good partner.
We were relatively anxious to find a solution because my health was deteriorating rapidly. Actoria’s consultant allowed me to successfully carry out my company’s sale. Its action has been crucial to carry out this delicate project because it involved all of our day-to-day activities. This project was close to my heart and was becoming increasingly necessary. The impulse given by Actoria was decisive to make it happen.
First, Actoria made an effective diagnosis of the strengths and weaknesses of our company and then proposed to take them into account in our management in order to increase the value of our company. Actoria led this project with my entire management team which made it possible to involve all the operatives and to be able to quickly implement a solution to enter the capital of an investor supplemented by the entry of certain executives of my company as well as a bank.
I couldn’t be happier with the result, but I am especially pleased with my decision to work with Actoria. The success of this mission was the direct result of Actoria’s hard work and sophisticated professionalism on my business. From our first meeting through the reasonable preparation process, all phases of the transfer, legal and financial operations were managed by the Actoria team. Their skills were even more evident when the complexities of this transaction were at its peak.
Hiring Actoria made the difference to achieve my original goal and move on to my next professional challenge. Selling a company like AMR in this market has not been an easy task. Actoria has demonstrated perseverance in identifying good buyers with knowledge of my industry in order to continue the development of my business, and has provided professional advice throughout the process.
The company’s sales process has been a very long and difficult journey. The professional support of Actoria made this effort much easier. I would especially like to thank the consultants from Switzerland and France for their very effective collaboration. Your consultants proposed creative solutions during the negotiations to effectively overcome significant obstacles in order to conclude the agreement. Their experience, knowledge and professionalism contributed to the success of this transaction.
The group in short :
Every year More than 30 successfull transactions with 20 Senior Consultants and Partners On companies with 5 to 100 employees With a turnover of 1 to 100 Million
We are located in many countries in Europe and Africa to provide access to foreign buyers/investors:
The question of selling a business in France arises sooner or later. How to find the right buyer in Europe ? How to successfully transfer my business in Europe ? When you want to hand the hand over to a successor, buyer, buyer or investor, the terms used are various: delivery company Europe, sale company france, sale company Europe, sale company Europe, sale small business in Europe. Whatever the terms used for the sale of your company in Europe, you can put your company on a list of companies for sale in Europe, a business exchange, or seek advice from a fusacq, a specialist in business transfer in Europe. With him you can think about the best buyer: family,employee, investment fund, external buyer. Sometimes it can offer you other solutions such as a getting closer to a company, a merging or establishing an alliance with another european company.
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