2. Concept
Could be:
Cash: need to find sources of generating cash
Stock: estimate valuation and exchange ratio
Affects returns of shareholders
Issues:
Tactical: to get the deal done
Strategic : operational issues
3. Cash Consideration
Advantages:
Speed of getting transaction done
Liquidity: sellers usually prefer cash
Disadvantages:
Difficulty in arranging it from buyer’s viewpoint
From seller’s viewpoint:
capital gains tax is not deferred
no continuing equity interest in combined firm
4. Sources of Acquisition of Cash
Commercial banks:
Terms depend on creditworthiness of borrower/ transaction
structure
Are senior, and secured
May have fixed or floating interest rates
Restrictive covenants
Investment banks:
may provide bridge loans: however, may be risky
Mostly syndicate funding
Private Equity Funds
Internal accruals or raise public equity
5. Common Stock
Procedure for issue is more time consuming
Relative P/E ratios of buyer and seller companies
are to be considered
Apportionment of merger gains amongst
shareholders of bidder and target firm
Convertible Preferred Stock: currently CCPS is a
more common mode of issuance in PE transactions
6. Deferred Pay Securities
No return is paid to the lender for initial few
years, after which servicing payments start
Helps to:
Reduce debt service burden on acquirer in early
years
Assists acquirer in raising more senior funds from
other lenders
7. Contingency Payments
Some payment is made initially
More future payments are linked to target achieving
some financial milestones
Advantages:
Helps sort out differences of opinion about future
financial prospects of target firm and hence of
purchase consideration
Thus enables sharing of risks by both parties
Places golden handcuffs on owner-manager of target
firm
Are of various types, a common one is base-period
earnout where no. of additional shares to be issued =
(excess earnings * P/E ratio)/ MPS of acquirer
8. Theories of Effect of Method of Payment
on Abnormal Returns
Taxes:
cash payment does not allow tax deferment by target firm
shareholders, thus extra premium may have to be paid on
cash offers
However allows assets to be carried to books of acquirer
on stepped up basis, thus giving it higher depreciation
benefit, and lower capital gains at the time of sale
Information Effects and Signaling:
stock payment may signify that bidder’s equity is
overvalued
cash payment normally sends more positive signals than
stock payment
9. Other Theories
Managerial Ownership Proposition: stock offer is preferred by
target to ensure its continuing control on management of
combined firm; acquirer may prefer cash payment for similar
reasons
Growth Opportunity Proposition: acquirer would avoid cash
payment, if it has other investment opportunities to invest into
Relative Size Proposition: bigger size of target may motivate
share financing by acquirer
Business Cycle Proposition: good stock market performance
leads to share financing
10. Accounting for Mergers and
Acquisitions
Falls under the purview of Companies Act,
1956
Types:
Amalgamation in the nature of merger
Amalgamation in the nature of purchase
11. Amalgamation in the Nature of Merger:
Basic Conditions
All assets and liabilities of transferor are transferred
to transferee company
Shareholders with > 90% equity value of transferor
become shareholders of transferee company
Consideration is paid by issue of equity shares
Business of transferor is intended to be carried on
by the transferee company
No adjustment is made in book values of assets,
liabilities of transferor, in the books of transferee
company
12. Accounting Methods
Pooling of interest method:
Used in case of amalgamation in the nature of merger
All reserves, assets, liabilities carried at book values to combined entity’s B/S
Thus no creation of goodwill account
Purchase method:
Used in case of amalgamation in the nature of purchase
Assets/ liabilities carried at their fair values; purchase amount is
proportionately allocated to them
Thus extra amount paid over value of assets, is transferred to goodwill
account
All reserves (except statutory reserves) are clubbed in the equity capital, and
lose their identity in the combined B/S
Amalgamation adjustment A/c is created to transfer the amount of statutory
reserves
13. Tax Implications
Taxable transaction
Payment by cash/ non
equity form
Acquiring firm:
Assets are allowed to be
carried at stepped up basis,
thus higher depreciation
amount claimed and lower
capital gains shown on sale
Loss of net operating loss set
off and tax credits
Acquired firm’s
shareholders pay
immediate tax, hence may
demand a premium to
compensate this
Tax free transactions
Payment through exchange
of stock
Acquiring firm:
Assets carried at book
values, not stepped up
basis
Benefits of net operating
loss set off, tax credit
carryovers, are allowed
Acquired firm’s
shareholders benefit by tax
deferment
14. Purchase Consideration
Lump sum method
Net Asset Method: assets (except fictitious
assets) at agreed values – liabilities at
agreed values
Net payment method: sum of payments made
to equity, debt holders
Intrinsic value method