Stock-for-Stock Acquisition (Equity Swap Acquisition)
Hey Guys, there is something that conufuses me about Stock-for-Stock Purchase acquisiton, that is Acquirer issues some new amount of shares of its own to compensate Target’s shareholders. Lets look at this hypothetical example. Company A wants to acquire Company B. Company A has a Book Value of Equity(NAV) of $5M and it has 1 million shares outstanding. Its shares are trading @ 3$/share in the FTSE. Company B has a book value of Equity(NAV) of $3M and it has 1M shares aswell. Its shares are trading @ 4$/ share in the market. So based upon these metrics, the exchange ratio is 4/3= 1.333/share for each share of Company B. At then end of this deal the company B's stocks cease to exist and get cancelled by the company A in return for newly issued Company A stocks.
So My question is in non-cash stock-for-stock acquistions do we still consider Goodwill and FMV as we do in Cash-for-stock acquistions? Since this is a non-cash acquisiton it sounds like there is no need to value target based on FMV. Is the consolidated Equity of this new merged AB Company simply old company A Equity(5M) + Company B Equity(3M)? What about the new Book value per share of the merged company? Is it 8M/(1,333,333)= 6$?
Thank you,
Can
Yes, must consider Goodwill and FMV of target. Going to still be allocating excess of purchase price over FMV. Existing goodwill in B will be erased and new goodwill created/allocated. Yes, consolidated SHE would be $8M and BV/Share should be be $6.
Thank you for your answer Moryw. My last question is what do you mean by purchase price? Didnt we just swap our equity without any cash movements? Can you give me an example of a case related to this and goodwill in stock-for-stock acquisition? Thank you!
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