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Analyzing Merger and Acquisition Challenges

1. Rosy limited is considering acquiring Lily limited via a share exchange of 0.5 Rosy shares for each Lily share. The document provides financial information on the two companies and asks the reader to calculate the post-merger EPS and impact on shareholder EPS. 2. Company X is considering two proposals to acquire Company Y: an exchange based on relative EPS or 0.5 X shares for each Y share. The reader is asked to calculate post-merger EPS and impact on shareholder EPS under each alternative. 3. The document provides several examples of mergers and acquisitions between companies, and asks the reader to calculate exchange ratios and post-merger EPS based on given financial information

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0% found this document useful (0 votes)
686 views7 pages

Analyzing Merger and Acquisition Challenges

1. Rosy limited is considering acquiring Lily limited via a share exchange of 0.5 Rosy shares for each Lily share. The document provides financial information on the two companies and asks the reader to calculate the post-merger EPS and impact on shareholder EPS. 2. Company X is considering two proposals to acquire Company Y: an exchange based on relative EPS or 0.5 X shares for each Y share. The reader is asked to calculate post-merger EPS and impact on shareholder EPS under each alternative. 3. The document provides several examples of mergers and acquisitions between companies, and asks the reader to calculate exchange ratios and post-merger EPS based on given financial information

Uploaded by

SUNILABHI_AP
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
  • Problem 1: Calculating EPS Post-Merger
  • Problem 2: XYZ Limited and ABC Limited Merger
  • Problem 3: Amir Limited Acquires Jamir Limited
  • Problem 4: Vijay Company and Ajay Company Merger
  • Problem 5: Shaun Company and Aan Company Merger Analysis
  • Assignment Analysis and Strategy Explanation
  • Problem 6: National Limited Acquires Regional Limited

Problems of Merger and Acquisitions – Module 5

1. Rosy limited is contemplating the purchase of Lily limited. Rosy limited has 3,00,000 shares
having a market price of Rs. 30 per share while Lily limited has 2,00,000 shares selling at Rs.
20 per share. The EPS of Rosy limited and Lily limited are Rs. 4 and Rs. 2.25 respectively.
Management of both the companies are discussing proposal for exchange of 0.5 shares of Rosy
limited for 1 share of Lily limited. You are required to

a. Calculate the EPS after merger

b. Show the impact on EPS for the shareholders of both the companies.

2. Company X is contemplating the purchase of Company Y, Company X has 3,00,000 shares


having a market place of Rs. 30 per share, while Company Y has 2,00,000 shares selling at Rs.
20 per share. The EPS are Rs. 4.00 and Rs. 2.25 for Company X and Y respectively.
Managements of both companies are discussing two alternative proposals for exchange of
shares as indicated below:

a. in proportion to the relative earnings per share of two companies.

b. 0.5 share of Company X for one share of Company Y (0.5:1)

You are required

1. To calculate the earnings per share (EPS) after merger under two alternatives; and

2. To show the impact on EPS for the shareholders of two companies under both the
alternatives. (2021 – 10 Marks)

3. East Company limited is studying the possible acquisition of Fast Company limited by way
of merger. The following data are available in respect of the companies.

Particulars East Company Limited Fast Company Limited


Earnings after Tax 2,00,000 60,000
Number of equity shares 40,000 10,000
Market Value per Share 15 12
1. If the merger goes through by exchange of equity share and the exchange ratio is based on
the current market price, what is the new earnings per share for East Company Limited?

2. Fast Company limited wants to be sure that the earnings available to its shareholders will
not be diminished by the merger. What should be the exchange ratio in that case?
4. XYZ limited is intending to acquire ABC limited by merger and the following information
is available in respect of both the companies

Particulars XYZ limited ABC limited


No. of equity shares 5,00,000 3,00,000
Profit after tax 25,00,000 9,00,000
Market price per share 21 14
a. Calculate the present EPS of both companies

b. If the proposed merger takes place what would be the new EPS of XYZ limited? Assume
that the merger takes place by exchange of equity shares and the exchange ratio is based on the
current market price.

c. Will you recommend the merger of both the companies? Justify your answer.

5. As the General Manager (Finance) of Zenith Limited you are investigating the acquisition
of Starlight limited. The following facts are given:

Particulars Zenith limited Starlight limited


Earnings per share 6.75 2.50
Dividend per share 3.25 1.00
Price per share 48 15
Number of shares 60,00,000 20,00,000
Investor currently expected the dividends and earnings of Starlight to grow at a steady rate of
7%. After acquisition, this growth rate would increase to 8% without any additional
investment.

Required

a. What is the benefit of the acquisition?

b. What is the cost of the acquisition to Zenith limited if it pays

1. Rs. 17 per share compensation (cash) to Starlight limited and

2. Offer one share for every 3 shares of Starlight limited.


6. Amir limited plans to acquire Jamir limited. The relevant financial details of the 2 firms
prior to merger announcement are given below: (5 marks – 2022)

Particulars Amir limited Jamir Limited


Market price per share 500 100
No. of shares 600,000 200,000
The merger is expected to bring gains which have a present value of Rs. 20 million. Amir
limited offers one share in exchange for every four shares of Jamir limited.

Required:

a. What is the true cost of Amir limited for acquiring Jamir limited?

b. What is the net present value of the merger to Amir Limited?

c. What is the net present value of the merger to Jamir Limited?

7. America limited plans to acquire Japan limited. The relevant financial details of the 2 firms
prior to merger announcement are given below:

Particulars America limited Japan Limited


Market price per share 100 40
No. of shares 800,000 300,000
The merger is expected to bring gains which have a present value of Rs. 12 million. Amir
limited offers two share in exchange for every three shares of Japan limited.

Required:

a. What is the true cost of America limited for acquiring Japan limited?

b. What is the net present value of the merger to America Limited?

c. What is the net present value of the merger to Japan Limited?

8. Kamal Company has a value of Rs. 80 million and Jamal Company has a value of Rs. 30
million. If the two companies merge, cost savings with a present value of Rs. 10 million would
occur. Kamal proposed to offer Rs. 35 million cash compensation to acquire Jamal. What is
the net present value of the merger to the two firms? (2022 – 5 marks)

9. Arun Company has a value of Rs. 40 million and Varun Company has a value of Rs. 20
million. If the two companies merge, cost savings with a present value of Rs. 5 million would
occur. Arun proposes to offer Rs. 22 million cash compensation to acquire Varun. What is the
net present value of the merger to the two firms?
10. Vijay company plants to acquire Ajay company. The following are the relevant financials
of the two companies

Particulars Vijay company Ajay Company


Total Earnings E Rs. 200 million Rs. 100 million
[Link] Outstanding shares 20 million 10 million
Market price per share Rs. 200 Rs. 120
a. What is the maximum exchange ratio acceptable to the shareholders of Vijay company if the
PE ratio of the combined company is 18 and there is no synergy gain?

b. What is the minimum exchange ratio acceptable to the shareholders of Ajay company if the
PE ratio of the combined company is 18 and there is a synergy gain of 6%?

c. If there is no synergy gain, at what level of PE multiple will the line ER1 and ER2 intersect.

d. If the expected synergy gain in 8%, What exchange ratio will result in a post-merger earnings
per share of Rs. 11?

e. Assume that the merger is expected to generate gain which have a present value of Rs. 400
million and the exchange ratio agreed is 0.6. What is the true cost of the merger from the point
of view of Vijay Company?

11. Jeet Company plans to acquire Ajeet Company. The following are the relevant financials
of the 2 company.

Particulars Jeet company Ajay Company


Total earnings E Rs. 1600 million Rs. 600 million
No. of Outstanding share 40 million 30 million
Market price per share Rs. 900 Rs. 360
a. What is the maximum exchange ratio acceptable to the shareholders of Jeet Company if the
PE ratio of the combined company is 21 and there is no synergy gain?

b. What is the minimum exchange ratio acceptable to the shareholders of Ajeet company if the
PE ratio of the concerned company is 20 and there is a synergy benefit of 8%?

c. If there is no synergy gain, at what level of PE multiple will the lines of ER1 and ER2
intersect?

d. If the expected synergy gain is 10%, What exchange ratio will result in a post-merger
earnings per share of Rs. 30?

e. Assume that the merger is expected to generate gains which have a present value of Rs. 5000
million and the exchange ratio agreed is 0.45. What is the true cost of the merger from the
point of view of Jeet company?
12. Shaan Company plans to acquire Aan Company. The following are the relevant financials
of the two companies

Particulars Shaan Company Aan Company


Total earnings, E Rs. 750 million Rs. 240 million
Number of outstanding shares 50 million 20 million
Market price per share Rs. 250 Rs. 150
a. What is the maximum exchange ratio acceptable to the shareholders of Shaan Company if
the PE ratio of the combined company is 15 and there is no synergy gain?

b. What is the minimum exchange ratio acceptable to the shareholders of Aan company if the
PE ratio of the combined entity is 15 and there is a synergy benefit of 6%?

c. If there is no synergy gain, at what level of PE multiple will the lines ER1 and ER2 intersect?

d. If the expected synergy gain is 6%, what exchange ratio will result in a post-merger earnings
per share of Rs. 16?

Assume that the merger is expected to generate gains which have a present value of Rs. 600
million and the exchange ratio agreed is 0.60. What is the true cost of the merger from the
point of view of Shaan Company?

13. X limited is considering the proposal to acquire Y limited and the financial information is
given below:

Particulars X limited Y limited


No. of equity shares 10,00,000 6,00,000
Market price per share 30 18
Market capitalization 3,00,00,000 1,08,00,000
X limited intends to pay Rs. 1, 40, 00,000 in cash for Y limited. If Y limited market price
reflects only its value as a separate entity, calculate the cost of merger in financed by cash.

Assignment 5 and 6
1. Amir limited plans to acquire Jamir limited. The relevant financial details of the 2 firms
prior to merger announcement are given below: (5 marks – 2022)

Particulars Amir limited Jamir Limited


Market price per share 500 100
No. of shares 600,000 200,000
The merger is expected to bring gains which have a present value of Rs. 20 million. Amir
limited offers one share in exchange for every four shares of Jamir limited.

Required:

a. What is the true cost of Amir limited for acquiring Jamir limited?

b. What is the net present value of the merger to Amir Limited?

c. What is the net present value of the merger to Jamir Limited?

2. Explain the SEBI regulations on takeover. (2022 – 5 marks)

3. Explain the Anti-takeover strategies ( 2022 – 5 marks)

4. Kamal Company has a value of Rs. 80 million and Jamal Company has a value of Rs. 30
million. If the two companies merge, cost savings with a present value of Rs. 10 million would
occur. Kamal proposed to offer Rs. 35 million cash compensation to acquire Jamal. What is
the net present value of the merger to the two firms? (2022 – 5 marks)

5. Shaan Company plans to acquire Aan Company. The following are the relevant financials
of the two companies

Particulars Shaan Company Aan Company


Total earnings, E Rs. 750 million Rs. 240 million
Number of outstanding shares 50 million 20 million
Market price per share Rs. 250 Rs. 150
a. What is the maximum exchange ratio acceptable to the shareholders of Shaan Company if
the PE ratio of the combined company is 15 and there is no synergy gain?

b. What is the minimum exchange ratio acceptable to the shareholders of Aan company if the
PE ratio of the combined entity is 15 and there is a synergy benefit of 6%?

c. If there is no synergy gain, at what level of PE multiple will the lines ER1 and ER2 intersect?

d. If the expected synergy gain is 6%, what exchange ratio will result in a post-merger earnings
per share of Rs. 16?

Assume that the merger is expected to generate gains which have a present value of Rs. 600
million and the exchange ratio agreed is 0.60. What is the true cost of the merger from the
point of view of Shaan Company? (2022 – 10 marks)

6. As the financial Manager (Finance) of National Company you are investigating the
acquisition of Regional Company. The following facts are given:
Particulars National limited Regional limited
Earnings per share 8.00 3.00
Dividend per share 5.00 2.50
Price per share 86 24
Number of shares 8,000,000 3,000,000
Investor currently expected the dividends and earnings of Regional to grow at a steady rate of
6%. After acquisition, this growth rate would increase to 12% without any additional
investment.

Required

a. What is the benefit of the acquisition?

b. What is the cost of the acquisition to National limited if it pays

1. Rs. 17 per share compensation (cash) to Regional Company and

2. Offer two share for every 5 shares of Regional Company? (2022- 10 marks)

7. Explain in detail anti-takeover defences used by Target Compnay ( 5 marks – 2021)

8. what is leverage buyout, explain with suitable example? ( 2021 – 5 marks)

9. Company X is contemplating the purchase of Company Y, Company X has 3,00,000 shares


having a market place of Rs. 30 per share, while Company Y has 2,00,000 shares selling at Rs.
20 per share. The EPS are Rs. 4.00 and Rs. 2.25 for Company X and Y respectively.
Managements of both companies are discussing two alternative proposals for exchange of
shares as indicated below:

a. in proportion to the relative earnings per share of two companies.

b. 0.5 share of Company X for one share of Company Y (0.5:1)

You are required

1. To calculate the earnings per share (EPS) after merger under two alternatives; and

2. To show the impact on EPS for the shareholders of two companies under both the
alternatives. (2021 – 10 Marks)

Common questions

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Changes in expected dividend growth rates can affect merger valuation by altering the projected future cash flows, impacting the overall attractiveness of the deal. An increased expected growth rate post-merger signifies potential enhancement in the dividend paying capacity due to operational efficiencies and synergies realized from the merger. This can lead to a higher valuation of the target company and justify a premium acquisition cost . Conversely, if the growth rate decreases, it suggests less value is expected to be generated from the merger, requiring a reassessment of strategic plans, perhaps focusing more on immediate cost savings or restructuring rather than growth . Such changes necessitate a recalibration of financial models and strategic objectives, ensuring alignment with broader organizational goals and investor expectations .

The concept of net present value (NPV) in mergers and acquisitions represents the present value of future cash flows expected from the merger minus the initial investment cost. It is a critical tool in decision-making because it provides a monetary measure of the value a merger or acquisition will add to the firm. A positive NPV indicates that the merger is expected to generate more value than its cost, making it a desirable investment. Conversely, a negative NPV suggests that the merger might destroy value, advising against the deal. In evaluating mergers, firms consider projected cash flows, cost savings, revenue enhancements, and synergy gains, discounting them to present value to assess a merger’s financial viability . A well-calculated NPV accounts for all associated risks and uncertainties, guiding strategic decisions about pursuing or rejecting a merger .

A firm should assess potential earnings growth in a merger by evaluating historical growth trends, market opportunities, operational efficiencies, and cost synergies expected to arise post-merger. Financial forecasts must consider the combined entity's competitive position, scale advantages, and the ability to capitalize on new markets or technologies. For instance, if a merger leads to a higher growth rate in earnings without additional investment, it indicates efficient synergies . Factors such as cultural fit, quality of management, and integration feasibility are also crucial in translating potential growth into realized gains. Assessing these elements ensures that projected growth is achievable and sustainable .

Arguments for a merger could include potential synergy gains, which can lead to higher combined earnings and market position, improved economies of scale, and cost savings. Financial metrics such as higher combined earnings per share (EPS) and favorable price-to-earnings (PE) ratio post-merger can also support the proposal. For instance, if the merger improves the combined EPS due to realized synergies, it makes the deal attractive . On the other hand, arguments against a merger might involve the risk of dilution for existing shareholders, overvaluation of the target company leading to overpayment, and cultural or operational integration challenges. Without sufficient synergies, the merger could fail to deliver expected financial benefits, negatively impacting shareholder value .

Synergy gains can significantly enhance the valuation of a merger by contributing to increased market share, cost reductions, or improved operational efficiencies, thereby increasing the combined financial performance beyond the sum of the standalone entities. These gains are incorporated into the net present value (NPV) of the merger, often justifying a premium on the acquisition price. For example, the present value of synergy gains can be a factor that increases the NPV of the merger for the acquiring company, making the deal more favorable . Such gains can also make it feasible to offer more advantageous terms to the target company, aligning incentives for a smooth transaction .

Anti-takeover strategies are mechanisms that target companies use to deter or defend against unsolicited or hostile takeover bids. These strategies protect the interests of existing shareholders and management by making a takeover more difficult or less attractive. Common examples include the poison pill, which allows existing shareholders to buy more shares at a discount, thereby diluting the potential acquirer's stake; the golden parachute, providing lucrative benefits to executives if dismissed after a takeover; and staggered board terms, making it difficult for hostile acquirers to quickly gain control . These strategies can delay or prevent takeovers, allowing the target to negotiate better terms or remain independent .

The exchange ratio in a merger and acquisition deal is determined by several factors including the market price of shares, expected earnings per share (EPS), and any potential synergy gains from the merger. These factors impact shareholders as they determine the proportion of ownership in the merged entity. For instance, if the exchange ratio is based on the current market price, it may favor shareholders of the company with a higher market price, potentially diluting the EPS for the other company's shareholders . Additionally, if the exchange ratio is set to maintain the earnings available for shareholders of the target company, it may require a different valuation than one based strictly on market prices .

When two companies merge with a predetermined exchange ratio based on share price, the impact on EPS for shareholders depends on the relative values and sizes of the two companies. If the acquiring company’s shares have a higher market price, they may issue fewer shares to acquire the target, potentially increasing or stabilizing EPS for the acquiring company's shareholders while resulting in dilution for the target company's shareholders. Conversely, if the target’s shares have significant value, the exchange ratio might adequately reflect the acquired company's value, potentially increasing EPS for target shareholders while diluting it for the acquirer . For example, if Rosy limited offers 0.5 shares per 1 share of Lily limited, and Rosy’s share price is higher, the EPS impact may initially appear advantageous to Rosy shareholders depending on the merger's overall synergy .

Offering cash versus stock in an acquisition impacts the financial strategy and cost in several ways. Cash offers require immediate liquidity and can affect the acquiring company's cash reserves or increase leverage if financed through debt . In contrast, stock offers dilute existing shareholders of the acquiring company but preserve cash and potentially align interests due to shared ownership in the merged entity. Cash offers might be preferable in a strong liquidity position to avoid dilution. Conversely, using stock can be strategic when the acquiring company's stock is overvalued, minimizing real cost. Ultimately, choosing between cash or stock depends on available resources, desired financial structure, and market conditions .

Leverage buyouts (LBOs) in mergers and acquisitions involve acquiring a company using a significant amount of borrowed money, typically structured as a combination of debt and equity, to meet the cost of acquisition. The assets of the acquired company often serve as collateral for the loans, making this a high-risk, high-reward strategy. LBOs allow the acquiring entity to gain control with minimal capital investment. They are used strategically to restructure the target company, improve its operations, and increase its value before reselling it for a profit. However, LBOs entail substantial financial risk and require robust management expertise to succeed. They are suitable when the target has strong, predictable cash flows capable of servicing the debt incurred in the buyout, allowing the acquirer to unlock and capitalize on hidden value through an aggressive strategy of operational improvements and strategic realignments .

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