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The term merger refers to the combination of two or more firms. The analysis of
financial aspects of merger covers three aspects
The EPS basic of determining the value of firm is based on the effect of merger
on the future EPS, that is, the EPS of the merged firm (EPS m) see this procedure
and its effect
EPSm = EATA + EATT / NA + NT
WHERE:
Vm = (VA – VT)
WHERE:
VA = EPSA * P/EA
VT = EPST * P/ET
The various methods of valuation will often give widely differing results
It may be in interests of the investor to argue that either a high or low
value is appropriate
The final figure will be a matter for negotiation between the interested
parties
NPV = P.V of all expected future cash inflows less P.V of cash paid
Cases:
Formulas to remember
You have been provided the following financial data of the two companies
Firm A Firm T
Required: (Do not try to relate any requirement with other one until
there is sure relationship as each case may be independent)
Solution:
Firm Firm T
Firm A
Pre-merger EPS 3.50
2.50
Post-merger EPS 2.83
2.83
Change [increase/ (Decrease)] (0.67)
0.33
Apportionment of gains
Firm
A Firm B
Alternatively:
(New Share market price of firm A less old share market price of form A)*
Number of shares (each firm)
WHERE:
Post merger EPS = [(500 + 350)] / [(200) + (100*0.8) = 850 / 280 = 3.04
So total shares that should be issued are 142.86 for 200 shares and thus
exchange ratio is 0.71 shares (142.86/200) of Firm A for 1 share of firm T
As: P/E = EPS/P and P = EPS*P/E and EPS = EAT/S Now P = (EAT/S)*P/E and V
= SP = (S*EAT/S)*P/E and V = EAT*P/E
WHERE: P = Market Price per share, S = no. of ordinary shares and V = value of
the firm
Where P/ET is Price earning of target firm and MVA = share market value of
acquiring firm
In contrast total value of the target firm in each year divided by market price
par share of acquiring firm in each year
Year
no. of shares to be issued
1 (300*10) / 35
85.71
2 (450*10) / 35
128.57
3 (250*10) / 35
71.43
10. Net tax benefit to firm A by acquiring Firm T when tax rate
is 35%
EBIT (865/0.65) Accumulated Loss Taxable Income Tax Tax on normal income Gross Savi
1307 3000 0 0 457.45 457.45
1307 1693 0 0 457.45 457.45
1307 386 921 322.3 457.45 135.1
5
1307
Assets
Non-current Assets;
Plant and machinery 600
Furniture and fittings 100
Current Assets;
Cash 750
Debtors 250
Good will 3275
Total Assets 4975
Equity and Liabilities
Equity share capital ($1 each) 300
14% Preference shares 25
Share Premium 3400
Retained Earnings 1000
Liabilities
Non Current Liabilities
13% debt ($ 5each) 250
Total Equity and Liabilities 4975
In the new firm financial risk as referred to A ltd increased and as referred to T
ltd decreases as to maintain 50% debt equity ratio company can increase debt
to 2362.50 (50% of equity) but currently company has 250 of debt which means
that company can issue $2112.50
True cost of acquiring = (Cash paid + Market value of shares issued) less
market value of shares acquired (M.V of T firm)
True cost of acquiring = ((2.5*100) + (100*3.37*14)) less (100*35)
True cost of acquiring = $1472.67
17. Maximum price that A ltd will be willing to pay for one
share of T ltd
18. Maximum price that A ltd will be willing to pay for one
share of T ltd at 20% growth and incremental investment
Year CFAT Incremental Investment Net P.V.I.F @12% P.V ($)
CFAT
1 350 0 350 0.892857143 313
2 420 49 371 0.797193878 296
3 504 58.8 445.2 0.711780248 317
3 504 0 504 8.333333333 4200
Maximum Value of the Firm 5125
20. Growth rate in dividend
Growth (G) = B*R (Retention ratio * ROI)
Net benefit
Total benefits 1836
Less: total cost (4100)
Net 2264
No merger is not feasible, As present value is negative
Attached Notes:
We have
D0 = (EPS*50%) = (3.5*0.5) =1.75
And
^ 1/n
Growth (g) = [(current dividend / last mentioned dividend)] –1
^ 1/4
Growth (g) = [(1.75 / 1.496)] – 1 = 4%
Net benefit
Total benefits 2368
Less: total cost 1356
Net 1012
Attached Notes:
Super profit = [actual profit - (net book value of tangible assets * avg. industry
return)]
Super profit = [350 - (500 * 0.50)] = 100
A firm has issued $100 12% shares and required rate of return by invertors is
14% what is market value of debt?
Case 2:
A company has issued irredeemable loan notes with a coupon rate of 7% and
par value of 100. If the required rate of return of investor is 4% what is the
current market value of the debt?
Case 3:
Case 4:
ABC company issue convertible loan notes with a coupon rate of 12%. Each
$100 loan note may be converted into 20 ordinary shares at any time until the
date of expiry and any remaining loan notes will be redeemed at $100 (Par
value)
The loan notes have five years left to run. Investors would normally require a
rate of return of 8% p.a. on a five-year debt security should investor convert if
current market price is
1. $4.00
2. $5.00
3. $6.00
Case 5:
Description Amount
Turn-over 120,000
Earnings 1,500
Number of shares 3,000
The company has 30% debt and 70% equity and it pays regularly pays 50%
dividends and with reinvested earnings is expected to achieve 5% dividend
growth each year summarized balance sheet of a company in the similar
industry and same business as also as under
Description Amount
Capital 50%
Debt 50%
Equity beta 1.5
The current treasury bills yield is 7% a year. The average market return is
estimated to be 12%. The new shares will be issued at discount of 15% to the
estimated post issue price
What will be the issue share price if company has in 30% tax bracket?
Case 6:
You have been provided the following statement of financial position about ABC
Company that can earn $27.5 after tax at constant rate which you want to
acquire and your undiscounted required rate of return is 20%
Case 7:
ABC Ltd is contemplating to acquire XYZ Ltd the following information are
provided to you
Description ABC XYZ
Earnings 100 50
Anticipated growth 4% 2%
Cost of capital 15% 18%
If total earnings of the merged firm will be the sum of current individual
earnings and growth rate will be 5% then what minimum price share holders of
ABC company will accept and what Maximum price share-holders of ABC will
willing to pay? (round off figures to nearest cent)
Solutions
Case 1:
Case 2:
Case 3:
Case 4:
If the security is not converted there will be following benefits to the share-holder
Case 5:
As we know that
And for this formula Ke is required which is not provided in the question and for
this first we will convert the beta provided for another company that is geared
and also in the same industry but with different debt/ equity ratio into the beta
of un-geared company the formula is as under
Ke = rf + b (rm - rf)
Ke = 0.07 + 0.642(0.12-0.07)
Ke = 10.21%
And
P0 = [(D0) (1+g) / (Ke-g)]
P0 = [(0.25) (1+0.05) / (0.1021-0.05)]D0 = EPS * 0.5 =
(1500/3000) = 0.25
P0 = 5.04
And as it is mentioned that shares will be issued at 15% discount so new issue
price will be 5.04(1-0.15) = 4.28
Case 6:
As ABC Company will absorb XYZ Company share price of merged firm will
change so share holders ABC Company will calculate the value of the company
before merger and after merger and they will be willing to pay the difference if
there is any gain but after merger cost of capital will also change so first we will
have to calculate that figure. As we know that in the new firm 67% (1000/1500)
shares will be of ABC and remaining 33% (500/1500) will be of XYZ ltd. So new
weighted average cost of capital for merged firm will be
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