Accretion/Dilution Question
I got asked this question and was wondering what's the correct answer?
- Company A trades at $20/share, 100M shares outstanding, $100M in earnings. Company B trades at $10 shares, 50M shares, $100M earnings. Company A acquires Company B using all-stock. What is the purchase price?
- using same numbers as above, given that post-tax synergies are $175M and tax rate is 35%, what is the seller and buyer's EPS and what is the proforma EPS? Is this deal accretive? How accretive is this deal?
Depends on the capital structure
I'll start with some unsolicited commentary: this is a stupid set of questions, where someone was trying to feel smart and/or pressure test you. Here's my shot.
1. What you know from the facts is that A has a market cap of $2,000mm and B has a market cap of $500mm. Assuming (i) no debt and (ii) no control premium [again, dumb question], the equity purchase price would be $500mm. If you were trying to win bonus points, one way to answer this would be to answer the more interesting question: "how much could company A pay for company B and still be accretive in an all-stock deal", which, given they have the same earnings, is $1,999mm, or anything less than $2,000mm.
2. Assuming the equity acquisition price is $500mm, A has to issue 25mm shares [again, simplifying assumption]. Earnings for the pro-forma business are $375mm (synergies are already quoted on a post-tax basis). $375mm divided by 125mm shares = $3 EPS, which is higher than $1 EPS of standalone A, so therefore this deal is accretive.
Based on the most helpful WSO content, let's break down the question into parts to understand and solve it step by step.
Part 1: Purchase Price Calculation
To calculate the purchase price for Company B by Company A using an all-stock deal, we first need to determine the value of Company B's shares.
The purchase price would be the share price of Company B multiplied by its shares outstanding, which is $10 * 50M = $500M.
Part 2: Calculating EPS and Assessing Accretion/Dilution
Given: - Post-tax synergies: $175M - Tax rate: 35%
First, let's calculate the after-tax synergies: - After-tax synergies = $175M * (1 - 0.35) = $113.75M
EPS Calculation:
Since it's an all-stock deal, the number of shares issued by Company A to acquire Company B needs to be calculated. The purchase price is $500M, and Company A's share price is $20, so Company A would issue 25M shares ($500M / $20) to Company B's shareholders.
Now, we can calculate the EPS for the combined entity: - Proforma EPS: $313.75M / 125M shares = $2.51
Pre-merger EPS for comparison:
Accretion/Dilution Analysis:
This simplified analysis, based on the highest ranked content on WSO, shows that the deal is accretive to Company A's shareholders, significantly increasing the EPS from $1.00 to $2.51. This calculation assumes all else being equal and focuses on the financial impact of the merger, specifically through EPS and synergies.
Sources: Common Accretion-Dilution Technical Question, Accretion / Dilution Technical Question, Accretion Follow-Up - Technical Question
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