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M&A Term	Definition	Note
Observer (status)	usually granted pursuant to a shareholders’ agreement in a Private Equity transaction and which permits an individual to attend, participate in, and receive information relating to, meetings of a company’s Board of Directors. An Observer is not permitted to vote on matters and is not himself/herself a director of the company. 1. (FRA) called a “censeur”	N1
OC	acronym for Offering Circular	N1
OECD	See Organisation for Economic Cooperation and Development.	N6
OEIC	See open-ended investment company.	N6
OEM	Original Equipment Manufacturer.	N2
OES	Original Equipment Supplier.	N2
Off the Shelf	the act of implementing a Poison Pill, shelf offering of Securities or other plan that previously had been placed On the Shelf. See On the Shelf, Shelf Poison Pill and Shelf Registration. 1. (HKG) in Hong Kong, the term is used in the context of a Shelf Company	N1
Offer	Bid.	N2
Offer	see Acquisition Proposal or Bid. Can also be shorthand for Tender Offer.	N1
Offer Document	a document which, among other things, sets out the conditions of an Offer for Securities 1. (US) for Public Company Takeovers, the Offer set forth on Schedule TO 2. (UK) the contractual Offer circulated to Target shareholders in a UK Takeover 3. (HKG) see Rule 8 and Schedule 1 of the HK Takeovers Code 4. (SGP) see Rule 23 of the Singapore Takeover Code	N1
Offer Information Statement	a document prescribed by the Securities and Futures Act, which can be provided in lieu of a Prospectus in connection with an Offer of Securities	N1
Offer Letter	a letter from a potential acquirer indicating their intention to purchase	N5
Offer letter	a letter indicating the intention to purchase, which is often of a nonbinding character ( see also «Non-binding/binding»).	N4
Offer letter	a letter resembling a letter of intent, but non-binding, and signed by the interested acquirer only, stating the intent to pursue the acquisition of the target.	N3
Offer Letter	a generic term for a document that contains an Acquisition Proposal	N1
Offer Period	the period commencing with the announcement of an Offer or possible Offer for a Public Company, during which enhanced market disclosure of Share dealing is required 1. (FRA) moreover, negotiations over the Shares of the Target Company and/or Bidder may be suspended	N1
offer price	Price at which a security or a unit in a pooled fund can be purchased — usually higher than the bid price. (See also ask price, bid price, mid price.)	N6
Offer to Purchase	common name for the Buyer’s document setting forth the terms of a Tender Offer or Exchange Offer	N1
Offeree	in a Takeover Offeree is the name given to the Target Company	N1
Offeree Board Circular	Rule 25 of the UK Takeover Code, Rule 8.4 of the HK Takeovers Code and Rule 24 of the Singapore Takeover Code prescribe an Offeree Board Circular which must indicate, among other things, whether or not the Target Company’s Board of Directors recommends to shareholders the acceptance or rejection of the Takeover Offer(s) made, or to be made, by the Offeror 1. (HKG) in an Agreed Takeover, the Offeror and the Offeree typically combine the Offer Document and the Offeree Board Circular into one Composite Document	N1
Offeree Circular	see Offeree Board Circular	N1
Offering Circular	another name for an Offering Memorandum. See also OC.	N1
Offering Memorandum	a name for a memo describing a Target Company’s business, financials and (almost always) projections, used in the sales process for a Target Company. Typically, early in a sales process the Target Company’s Financial Advisor circulates an Offering Memorandum to potential Bidders, which the Target Company has approved to be actively solicited to participate in the Auction. Offering Memoranda are intended to give basic facts about the Target Company, including limited non-public information. Offering Memoranda are thought of as selling documents and typically emphasize the positives and downplay the negatives. A CIM is the analog of the Offering Memorandum for debt that is marketed in the non-public bank and Bond markets to finance a portion of the Target Company’s purchase price. See also Confidential Information Memorandum.	N1
Offering Statement	another name for a Confidential Information Memorandum	N1
Offeror	in a Takeover, this is the name given to the Buyer	N1
Offeror, acquirer, predator	The company which is making a bid for the merger or takeover of another company	N3
Office of Fair Trading	the non-ministerial government department dedicated to investigating and policing matters concerning consumer markets and, antitrust and competition in the UK. In 2014, the OFT (along with the UK Competition Commission) will be replaced by the Competition and Markets Association. See also Competition Commission.	N1
Officer’s Certificate	Declaration made by company officers (CEOs, management board) in the course of a transaction in relation to the accuracy of warranties at a specified point in time, e.g. the Closing Date. Declarations of this kind should be qualified with regard to knowledge where appropriate (Knowledge Qualifier; Best Knowledge).	N2
Officer’s Certificate	Declaration made by company officers (CEOs, management board) in the course of a transaction in relation to the accuracy of warranties at a specified point in time, e.g. the Closing Date. Declarations of this kind should be qualified with regard to knowledge where appropriate (Knowledge Qualifier; Best Knowledge).	N2
Official Journal of the European Union	Official publication in which all tenders above a defined monetary value for services issued by public sector organisations within the European Union must be advertised. This includes tenders for investment managers to take on mandates issued by Local Government Pension Schemes.	N6
Official List	the FSA’s list of Securities that have been admitted to listing on a UK-Regulated Market	N1
offshore company	Company incorporated in a country other than that in which its main operations take place, usually where there is little government control and/or low taxes.	N6
OFT	shorthand for the UK Office of Fair Trading	N1
OJEU	See Official Journal of the European Union.	N6
OM	acronym for Offering Memorandum	N1
Omnicare	a reference to an important Delaware case involving a Target Company’s Board of Directors’ Fiduciary Duties when a Controlling Shareholder or near Controlling Shareholder enters into a Voting Agreement with a majority of the shareholders and there is no Fiduciary Out to accept a Superior Proposal and terminate the Merger Agreement. See Omnicare v. NCS Healthcare, Inc. 818 A.2d 914 (Del. 2003).	N1
On The Block	in relation to a company or an asset, a description of the fact it is known that the business/asset has been put up for sale by its owners	N1
On the Shelf	a generic name for an action or a document that can be implemented or adopted rapidly with a minimum amount of formalities at the corporate and regulatory levels. For example, On the Shelf is used to describe a Poison Pill that has been drafted and reviewed by a Board of Directors, but has not been adopted. Another example is as a description of unissued Securities covered by a Shelf Registration Statement, which are said to be On the Shelf.	N1
One Step Merger	an Acquisition of one company by another through the single step of a conventional Merger. The term is used to distinguish it from a Two Step Acquisition.	N1
One Step Merger	an Acquisition of one company by another through the single step of a conventional Merger. The term is used to distinguish it from a Two Step Acquisition.	N1
One-stop Shop	In competition law, this refers to the principle that the European Commission has exclusive jurisdiction over Merger Control once proceedings have been opened; accordingly, the jurisdiction of national competition authorities is excluded.	N2
OPA	acronym for Offerta Pubblica di Acquisto, i.e., under Italian law, a Mandatory Offer or Voluntary Offer in respect of all or part of the Shares of a company whose Shares are listed on an Italian Regulated Market	N1
OPD	in a UK Takeover, OPD is the acronym for the Opening Position Disclosure required by all shareholders holding interests in Securities of over one percent of the Offeree’s Shares	N1
OPEC	See Organization of Petroleum Exporting Countries.	N6
Open Issue	A matter that the parties have not yet fully negotiated, or a disputed item.	N2
Open Issues List	Summary and comparison of the matters the parties have not yet fully negotiated or which are contentious (4Open Issue). This list is used to prepare for further negotiations to enable the issues to be dealt with as efficiently as possible.	N2
Open Kimono	a graphic term used to describe the act of sharing all the previously undisclosed information about a company, structure or situation. For example, when a company gives parties full access to its books, records and Due Diligence information, it has “opened the kimono.” Also used to describe a situation or meeting in which participants are expected to hold no secrets from one another, and are expected to share their “private” information.	N1
Open Market Accumulations	Acquisition of a significant block of a Target Company’s Common Stock with implications of seeking a controlling position through purchases on a stock exchange or in private transactions which, in either case, is not accompanied by a public Offer to Purchase Stock. In this context, Open Market refers to the then existing markets on which Investors customarily purchase and sell the Target Company’s Stock. 1. (FRA) such Acquisitions are subject to Threshold crossing disclosures and may have an impact on the purchase price or consideration in the event of a Takeover	N1
Open Market Purchases	has the same meaning as Open Market Accumulations, except that Open Market Purchases can be used to describe smaller Acquisition programs without any control implications	N1
open position	Normally used in the context of exchangetraded futures and options. It denotes a position that is exposed to movements in the price of the futures and options.	N6
Open-end fund	a fund without a specific investment horizon	N4
Open-ended fund	“Open-end fund (or open-ended fund) is a collective investment scheme which can issue and redeem shares at any time. An investor will generally purchase shares in the fund directly from the fund itself rather than from the existing shareholders. It contrasts with a closed-end fund, which typically issues all the shares it will issue at the outset, with such shares usually being tradable between investors thereafter. Open-ended funds are available in most developed countries, though terminology and operating rules vary. U.S. mutual funds, UK unit trusts and OEICs, European SICAVs, and hedge funds are all examples of open-ended funds. The price at which shares in an open-ended fund are issued or can be redeemed will vary in proportion to the net asset value of the fund, and therefore directly reflects the fund’s performance.”	N3
open-ended funds	Collective investment schemes in which the number of units in the fund varies from day to day according to the number of investors wishing to buy or sell holdings in the fund. The price of units is set by the manager of the scheme by reference to the net asset value of the fund. (See also closed-ended fund, net asset value.)	N6
open-ended investment company (OEIC)	Type of open-ended pooled fund vehicle (see open-ended funds), legally set up as a company and similar to a unit trust in practical operation.	N6
opening price	Price at which a security commences trading at the opening of a trading day.	N6
operating cash flow	Value of cash moving through an organisation as a result of its operational (rather than financial) activities.	N6
operational risk	Risk arising from failed processes in carrying out a company’s business functions.	N6
Operations and synergy due diligence	the investigation into the efficiency of the operations and how specific synergies or economies of scale can be achieved. Usually undertaken by the purchaser.	N5
Operations and synergy due diligence	the investigation into the efficiency of the operations and how specific synergies can be achieved	N4
Opinion Letter	a Legal Opinion from lawyers on a discrete matter which another party (such as the Lenders in a loan transaction or the Underwriters in a Bond transaction) will rely upon. A typical example of an Opinion Letter would be an opinion given as to whether a particular agreement is valid and enforceable in a particular jurisdiction or whether a particular party (typically the Issuer/Borrower) has capacity and authority to enter into certain agreements. Practice differs between the US and the European jurisdictions, and between the Bond and loan worlds, as to whether Opinion Letters are provided by counsel to the arranger or counsel to the Borrowers or by both, but opining on different legal aspects of the transaction	N1
opportunity cost	Cost of missing out on the best choice when making an investment decision. For example, a large fund may be too big to purchase an attractive share without moving the market price against itself, and would miss out on this opportunity compared with a smaller fund that would not move the price.	N6
optimisation	Creation of a portfolio which will give the highest expected total return for a given set of forecasts and estimated risks. (See also efficient frontier, modern portfolio theory.)	N6
option	Right, but not obligation, to buy or sell a security at an agreed price within an agreed time period. (See also call option, put option.)	N6
Option	the right to buy or sell a security at a specific price.	N5
Option	the right to buy or sell a security at a specific price	N4
Option	a contract that provides the contract owner the right, but not the obligation, to purchase (in the case of a Call Option) or sell (in the case of a Put Option) an asset at a future date at an agreed price (known as the Exercise Price or Strike Price). When a Call Option’s Strike Price is below the current market price of the underlying asset, or when a Put Option’s Strike Price is above the current market price of the underlying asset, the Call Option or Put Option is In the Money. When a Call Option’s Strike Price is greater than the current market price of the underlying asset, or when a Put Option’s Strike Price is lower than the current market price of the underlying asset, the Call Option or Put Option is Out of the Money. Options are commonly used in the context of LBOs to secure the Shares held by the Management. See Call Option, Put Option and Stock Option.	N1
Option Cash Out	extinguishment of a Stock Option by the issuing company paying the holder the spread between the Exercise Price and the then trading market price. Many Stock Option plans explicitly permit Option Cash Outs in connection with an Acquisition of the issuing company. When the Option plan does not contain a cash out provision, the Option Cash Out is usually done by mutual agreement.	N1
Option Pricing Method	a forward-looking technique used to allocate value between various equity classes with different economic rights, assuming various future outcomes. The Option Pricing Method considers the current Equity Value and then allocates that value to the various equity classes considering a continuous distribution of outcomes, rather than focusing on distinct future scenarios	N7
Option Rollover	a conversion of Target Company employee Options into the Buyer’s Options in connection with an Acquisition. Most Employee Share Option Plans include mechanics for Option Rollovers through a formula that preserves the economics of the Target Company’s outstanding employee Options following their conversion into Buyer Options.	N1
option writer	Person who “sells” an option. The writer has the obligation to buy/sell the underlying security at the request of the option buyer.	N6
option-adjusted spread (OAS)	Fixed number of basis points that would need to be added to the gilt yield curve at all durations to equate the market price of a bond with the present value of the bond’s future payments, taking into account any options inherent in the bond. Bond options include the right (of the borrower) to repay capital prior to the bond’s maturity date, or the right (of the lender) to demand early repayment of capital. Using the OAS rather than the nominal spread allows for direct comparison between option-free bonds and those that have put or call features. (See also Z-spread, nominal spread.)	N6
Orderly Liquidation Value	a form of Liquidation Value in which the asset or assets are presumed to be sold over a reasonable period of market exposure to maximize expected return. Contrast with Forced Liquidation Value.	N7
Ordinary Course of Business	Refers to a company’s normal business operations; particularly risky or exceptional actions are excluded. To protect the buyer, an SPA sometimes requires the seller to obtain the buyer’s consent for any transactions between Signing and Closing that fall outside the ordinary course of business.	N2
Ordinary Course of Business	the term used to distinguish between extraordinary risks and risks arising from measures carried out in the Ordinary Course of Business; such distinction is often used to limit Representations and Warranties only to such circumstances outside the Ordinary Course of Business. Further, the Seller usually undertakes to carry out only such measures which are in the company’s Ordinary Course of Business between signing and Closing.	N1
Ordinary Resolution	a resolution of a company’s shareholders (or Class of shareholders) passed by a simple majority of shareholders on a show of hands at a general meeting, or by a simple majority of the total voting rights of shareholders on a poll at a general meeting or by Written Resolution	N1
ordinary share	Share in the ownership of a company that gives the holder the right to receive distributed profits and to vote at general meetings of the company. An ordinary shareholder ranks behind all other creditors/investors if the company is wound up.	N6
Ordinary Shares	see Common Stock	N1
organic growth	Where a company grows its existing business as opposed to growth through mergers or acquisitions.	N6
Organisation for Economic Cooperation and Development (OECD)	International Paris-based organisation consisting of developed European countries as well as the USA, Canada and Australia. Its mandate is to promote economic and social welfare in each of its member states.	N6
Organization of Petroleum Exporting Countries (OPEC)	Group of countries that collaborate in order to manage their exportation of crude oil to the rest of the world.	N6
Original Equipment Manufacturer (OEM)	Manufacturer (e.g. Apple Inc.) whose products (e.g. the iPhone) incorporate components made wholly or partly by an Original Equipment Supplier (OES) (e.g. Foxconn).	N2
Original Equipment Supplier (OES)	Component manufacturer (e.g. Foxconn) whose components are bought by an Original Equipment Manufacturer (OEM) (e.g. Apple Inc.) and incorporated into the OEM’s products (e.g. the iPhone). The OES may also have used components sourced from other suppliers (2nd tier / 3rd tier suppliers).	N2
OTC	See over the counter.	N6
Other Constituencies	a generic name for groups, other than common stockholders, which have a commonly shared economic interest in a company, such as debt holders, employees, customers or members of communities in which the company has facilities	N1
Out of the Money	a Stock Option is Out of the Money when the holder cannot exercise it for a profit. A Convertible Bond is Out of the Money when its conversion value is less than its Par Value.	N1
Out Years	years beyond those included in projections or a financial analysis. The term often applies to years beyond a specified year, such as the fifth anniversary of an event.	N1
Outbound	When assessing transactions or M&A market activities, “outbound” refers to transactions in which a domestic buyer acquires an equity interest in a foreign company. The opposite of outbound is Inbound.	N2
out-of-market risk	Risk that a portfolio misses out on the returns from a particular market because it is not invested in the market at the time. Out-of-market risk potentially arises during transitions when cash from selling assets is not immediately available for reinvestment.	N6
out-of-the-money	Option that has no intrinsic value. That is, an option which it would not be worthwhile to exercise immediately — for example, a call option with an exercise price above the current underlying share price, or a put option with an exercise price below the current underlying share price.	N6
outperformance	Used to refer to the performance of a portfolio relative to its benchmark — a portfolio is said to outperform if its return is greater than that of its benchmark. Underperformance is defined similarly.	N6
Outside Date	the last date on which a designated action must occur. An example of an Outside Date would be the common Condition Precedent in an Acquisition Agreement that the Closing must have occurred by a specified date. Effectively the provision permits either party to terminate the Acquisition Agreement if the Closing has not been completed by the Outside Date. Also called Drop Dead Date, End Date and Termination Date.	N1
over the counter (OTC)	Any market which does not operate through a recognised exchange — for example, foreign exchange market, any non-standard option contract.	N6
overlay manager	Investment manager engaged to generate additional returns or to reduce risk through the management of a derivative portfolio which does not impact on the underlying assets held. (See also currency overlay, protection overlay, tactical asset allocation overlay.)	N6
Overnight Index Swap (OIS)	An interest rate swap involving the overnight rate being exchanged for a fixed interest rate. Generally short-term, the interest of the overnight rate portion of the swap is compounded and paid at reset dates, with the fixed leg being accounted for in the swap’s value to each party.	N6
Oversubscribed	when used in the context of a Capped or otherwise limited amount of consideration (either in a Cash Election or Stock Election transaction or in a partial Tender Offer or partial Exchange Offer), Oversubscribed means more of the Target Company’s holders have elected the Capped or otherwise limited amount of consideration than is available under the terms of the Acquisition.	N1
overvalued	Security that a fund manager perceives to be worth less than its market price, based on some other valuation criteria.	N6
overweight	a. Exposure to a specific asset (or asset class) which is higher than the proportion it represents in the market index or benchmark against which the portfolio is measured. Investment managers may take overweight positions in shares or sectors they expect to outperform in order to add value to the portfolio. b. Specific rating within a three-part credit rating system which indicates whether a fixed income security should be bought (overweight), sold (underweight) or held (marketweight). (See also marketweight, underweight.)	N6
Owner of Record	see Record Owner	N1
Owner-Manager	Owner-Managers of substantial businesses, many of whom became owners as a result of a Management Buyout or Management Buy-In	N1

Reference

N1: referring to The Book of Jargon – Global Mergers & Acquisitions, first edition, the Latham & Watkins, available at https://www.lw.com/admin/Upload/Documents/BoJ_Global_MandA-locked-March-2015.pdf.

N2: referring to Glossary of Key M&A and Corporate Terms, 4th edition, Dr Anne Meckbach and Dr Tobias Grau, available at https://cms.law/en/deu/publication/glossary-of-key-m-a-and-corporate-terms-2020.

N3：referring to M&A Dictionary, Global PMI Partners, available at https://gpmip.com/dictionary/.

N4：referring to M&A jargon demystified, KPMG, available at https://issuu.com/kpmg_be/docs/kpmg_m_a_vakjargon_en_digital.

N5: referring to Simple Guide to M&A Terminology and Jargon, Lucas & Weston Ltd., available at https://uploads-ssl.webflow.com/5708da760dd2dc033a78bd13/5b7ea45f3dbc72645fbee4b2_L%26W%20-%20M%26A%20Glossary.pdf.

N6：referring to INVESTMENT DICTIONARY, MARSH & McLENNAN COMPANIES, available at https://www.mercer.com/content/dam/mercer/attachments/europe/Netherlands/ic-dictionary-mercer.pdf.

N7: referring to International Valuation Glossary—Business Valuation, November 2021, jointly published by ASA, CBV Institute, RICS and TAQEEM, available at https://www.appraisers.org/docs/default-source/default-document-library/international-business-valuation-glossary_en_final.pdf?sfvrsn=e37c69d4_2.

The above information is collected from the Internet and reorganized for the purposes of learning and sharing only and not for any other purposes. It can not be guaranteed to be error-free.