This is probably a dumb question, but what does all cash mean? Does it literally mean that they are putting $32bn in Wiz's bank account (or probably some kind of escrow, who knows) which then gets dispersed to their shareholders?
What usually happens otherwise? Would they do partly google stock, etc? And each shareholder gets some kind of multiple? (you get your N amount of Wiz shares X .72 = your number of google shares), or something of that sort?
> Does it literally mean that they are putting $32bn in Wiz's bank account (or probably some kind of escrow, who knows) which then gets dispersed to their shareholders?
Google pays each of Wiz's shareholders 75-90% of the deal amount. The remainder is held in escrow and paid some time later based on a variety of conditions.
> What usually happens otherwise? Would they do partly google stock, etc? And each shareholder gets some kind of multiple? (you get your N amount of Wiz shares X .72 = your number of google shares), or something of that sort?
In an all cash deal the Vendor (buyer) will purchase all shares of the Target (seller) for cash and cancel those shares. A substantial amount of the cash will be held back in escrow subject to a number of clauses and released at a future date.
This will protect the buyer against misrepresentations.
There are often also targets that have to be met to achieve the full purchase price but not always disclosed
Yes on all of that. All Cash means Google is essentially writing a $32Bn check which is dispersed to the Wiz shareholders. (It wouldn't go to Wiz's bank account since Google owns the bank account once they send the money.
Typically these involve at least some stock (cash + stock or all stock) which would mean that each Wiz share gets some amount of money and some multiple of Google stock per share.
Ultimately they are buying the shares of all existing shareholders. Wiz tells Google who the shareholders are after all triggers of options to shares are resolved. Then Google wires each shareholder after the signatures are complete. No money should go into Wiz bank account. 10-25% of the cash is held back to make sure the company and key employees fulfill promises made as part of the transaction.
There's going to be teams of lawyers and financial managers that will guide that money into various financial structures and / or shell companies so that none of it shows up on the records used to calculate that.
I have had shares that are 1. force sold, 2. shares that were force split into two companies and 3. shares that are force acquired so they become another companies shares.
Lol coincidently had some publoc traded shares force sold last month. Didn't realize (they didn't send me an email). I have a weird ability to pick these kinda stocks! Unfortunately it hasn't been a profitable strategy.
Part of the acquisition process is putting together a “funds flow” which is simply a model that lays out how much $ each shareholder gets and then also you collect all the wire details, etc. But anyway, it can be a bit surreal seeing how much cash will be deposited into various accounts once the deal closes
Otherwise it depends on the deal structure. Especially if it's an acqui-hire, or founders are involved, it can be a combination of shares, options, earn-out, guaranteed bonus, certain salary levels (much higher then their current one) etc etc, and cash. Usually 100% cash deal is the most sought after unless the acquirer has a very solid business (in that case shares and options could be valuable too).
What usually happens otherwise? Would they do partly google stock, etc? And each shareholder gets some kind of multiple? (you get your N amount of Wiz shares X .72 = your number of google shares), or something of that sort?