A battle for another company's shares
A takeover allows one listed company to offer a fixed price for the shares of another listed company. During the active period, shareholders may accept and sell some or all of their position.
The buyer does not need to acquire 100% voluntarily. Its first objective is control. In BoardMasters, that point is reached at 51% of outstanding shares.
Once that threshold is reached, the takeover may close as successful. Full absorption is a later decision that integrates the target and settles the shares still held by other owners.
The takeover control room
The offer connects price, shareholder structure and the buyer's cash. The objective is not to fill an arbitrary progress bar: it is to cross the threshold that provides control.
Listed · active takeover
100,000 outstanding shares
Illustrative example. Treasury shares held by the target are excluded from the denominator used to calculate control.
What the acquiring company needs
Be a listed company
The buyer must be publicly listed before launching the action.
Select another listed company
It cannot target itself or a company that is not listed.
Set a positive price
The same amount is used for every acceptance and any later absorption.
Reserve full coverage
It must lock cash for every outstanding share it does not already own.
Define the period
The offer has a start and end. Without a specified ending, the system proposes a seven-day window.
Have no other active takeover
The same buyer cannot keep two takeovers open simultaneously.
Why more cash is reserved than the amount needed to reach 51%
When the takeover is launched, the buyer cannot know which shareholders will accept. It must therefore prove that it could purchase every outstanding share it does not already own.
Reserved cash stops being available
While the takeover is active, the CEO cannot use that money to compete, invest, buy back shares or make other payments.
Accepting the takeover executes a real sale
During the active window, a shareholder may state how many shares they wish to sell. The effective amount cannot exceed their available position.
The transaction does not wait until closing. Shares leave the seller's portfolio, enter the buyer's portfolio and the seller immediately receives the corresponding amount.
Control is calculated using outstanding shares
The system reviews the real capital table when the offer ends. Treasury shares do not represent an outside shareholder and are excluded from the calculation.
Two outcomes are possible when the period ends
Failed takeover
The buyer does not gain control. Any reserved cash that was not used is returned.
- Final holding
- 47%
- Control
- Not reached
- Unused reserve
- Returned
Successful takeover
The buyer gains control. Unused reserved cash returns and the separate absorption step becomes available.
- Final holding
- 54%
- Control
- Reached
- Can absorb
- Yes
A failed takeover does not reverse acceptances
Shares sold during the period have already changed ownership. The buyer keeps that holding even without reaching 51%.
Gaining control does not automatically absorb the company
A successful takeover gives the buyer control, but the target continues to exist and trade until the separate absorption step is executed.
Takeover completed
The period ended and the buyer controls at least 51%.
Control revalidated
The capital table is checked again before absorption.
Cash checked
The buyer must be able to pay for every remaining share.
Absorption
Remaining holdings are settled and the target is integrated.
What happens to shareholders who did not accept voluntarily
During the takeover, every shareholder chooses whether to sell. After a successful takeover, full absorption settles the remaining shares at the same offer price.
Unused reserved cash returns when the takeover closes. The buyer must therefore have enough available cash again when executing absorption.
What is integrated into the acquiring company
Absorption does not only add a gem. It reorganises the portfolios, obligations and historical equity of both companies.
The gem is strategic, but it is not the whole transaction
Absorption transfers the target's base gem to the buyer's gem panel. The system retains the highest real level found for that gem within the available limits.
Not every gem is transferred indiscriminately
The absorption mechanic specifically transfers the target's base gem to the buyer's panel.
Buying a company also means inheriting obligations
Bonds issued by the absorbed company do not disappear. Their issuer becomes the buyer, which must meet their coupons, maturities and associated risks.
NOVA debt
- Bond NOVA-01
- ℬ 300,000
- Coupon
- 4.00%
- Issuer
- Nova Industrial
- Responsible
- Target company
Integrated debt
- Bond NOVA-01
- ℬ 300,000
- Coupon
- 4.00%
- New issuer
- Atlas Capital
- Responsible
- Acquiring company
Six different reasons to launch a takeover
Gain scale
Adding cash, investments and historical equity may accelerate external growth.
Acquire a gem
The target's base gem may strengthen the buyer's strategic configuration.
Remove a competitor
The target stops trading and no longer operates as an independent listed company.
Integrate assets
The transaction may add useful cash and financial positions.
Build a holding
Even a failed takeover may leave the buyer with a significant participation.
Reshape the market
Absorption changes ownership, competition and financial obligations.
How the target may reduce its exposure
Ownership
A strong founder or allied shareholder position makes reaching 51% more difficult.
Value
Strong results may encourage shareholders to demand a larger premium.
Trust
A credible strategy reduces the incentive to sell for a short-term premium.
Monitoring
Reviewing the capital table reveals previous accumulation by a potential acquirer.
Liquidity
A financially strong business may be more difficult to acquire at a low price.
Gem
A valuable gem increases the company's attraction and makes protecting control more important.
Common takeover mistakes
Calculating only 51%
Launching requires a reserve for every share the buyer does not own, not only those needed for control.
Confusing control with absorption
Crossing 51% enables absorption but does not integrate the company automatically.
Forgetting the remaining cost
Absorption also requires paying shareholders who did not accept voluntarily.
Buying only for the gem
The target may also bring debt, obligations, positions and accounting adjustments.
Offering an excessive premium
Easier acceptance does not guarantee that integrated value exceeds the price paid.
Ignoring a failed takeover
The buyer may retain a holding capable of influencing the target later.
Checklist before presenting the offer
How many shares does the buyer already own?
How many treasury shares must be excluded?
Which premium may convince without destroying value?
Can cash support the full reserve for the whole period?
Will there be enough cash for the remaining shares?
Which debts and obligations will be integrated?
Does the base gem fit the buyer's strategy?
Is the target still attractive if the takeover fails?
Frequently asked questions
What does a company need to launch a takeover?
Buyer and target must be listed, the price must be positive and the buyer must reserve cash for every outstanding share it does not already own.
Which percentage provides control?
At least 51% of outstanding shares, excluding treasury shares.
When is an accepting shareholder paid?
The sale executes during the active window. Shares move to the buyer and the seller is paid from reserved cash.
What happens when the takeover fails?
Unused reserved cash returns, but completed purchases are not reversed.
Does a successful takeover absorb the target automatically?
No. Absorption is a later step requiring continued 51% control and enough cash for the remaining shares.
What happens to the absorbed company?
It stops trading, is removed from the market and is marked as absorbed into the acquiring company.