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  5. LMN: can you describe the step by step process used by LMN to acquire a VSM company ? [Lumine Group Inc.]
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Q: can you describe the step by step process used by LMN to acquire a VSM company ? do they give existing management shares of LMN or pay them a combo of cash and stock? does LMN assume debt when adding to the VSM portfolio?. does existing management continue to have a stake in the newly acquired VSM company ? if so what percent? are there non compete clauses? does existing management have a relatively free rein in future corporate decisions? thanks Richard
Asked by richard on November 21, 2023
5i Research Answer:

Deal terms can vary; typically they are all cash, or cash plus an earn out clause if things go well. LMN (and other group companies) do not add to their share count, so any LMN shares given (which is rare) would be cancelled by a future buyback. Some deals would include phantom share incentive plans which would be tied to the stock price but non-dilutive to the company. Any company debt would be assumed if LMN buys 100% of the company. Some deals will leave management with a remaining stake in the business; percentages vary but not usually above 25%. There are likely non-competes but LMN does not disclose that much granularity on contracts. Typically management gets a free reign to continue running the business. Most senior management would be required to buy shares with a portion of any bonus paid.