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Examiners' commentaries 2011

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92 Corporate finance<br />

10<br />

Approaching the question<br />

Part A<br />

Suppose Green Papaya’s dividend grows at 5% p.a. in the foreseeable<br />

future before the takeover.<br />

Share price, S = $0.8(1.05)/0.1 – 0.05 = $16.80<br />

Value, V = $16.80 2,000,000 = $33,600,000<br />

Part B<br />

New share price after the merger, S = 0.8 1.05 /(0.08 – 0.1) = $28.00<br />

New value after the merger, V = $28 2,000,000 = $56,000,000<br />

Part C<br />

Equity issue, raising cash<br />

Cost of acquisition = $8 5m = $40,000,000<br />

Net cost = 40,000,000 – 33,600,000 = $6,400,000<br />

Gain = $56,000,000 – $33,600,000 = $22,400,000<br />

Net gain = $22,400,000 – $6,400,000 = $16,000,000<br />

Share exchange<br />

Value of the combined company = $1,000,000,000 + $56,000,000 =<br />

$1,056,000,000<br />

New share price = $1,056m/104m = $10.15<br />

Cost of acquisition = $10.15 4m = $40,615,385<br />

Net cost = $40,615,385 – $33,600,000 = $7,015,385<br />

Gain =$56,000,000 – $33,600,000 = $22,400,000 (same as in the cash<br />

offer)<br />

Net gain = $22,400,000 – $7,015,385 = $15,384,615<br />

The advantages and disadvantages of cash and share exchange in M&A<br />

can be summarised as follows:<br />

Cash Acquired Acquiring<br />

Advantages Shareholders will receive a Acquiring firm’s shareholders<br />

certain cash flow when they sell will have full control over the<br />

their shares to the acquiring combined operation.<br />

firm. It implies that they will<br />

obtain a certain return on their<br />

investment.<br />

Disadvantages The receipt of cash is deemed<br />

to a disposal of shares which<br />

will attract capital gains tax<br />

and shareholders will lose<br />

ownership.<br />

Share exchange<br />

Advantages The acquired firm’s shareholders<br />

will maintain some form of<br />

ownership in the combined<br />

operation.<br />

Disadvantages The return on investment from<br />

the combined operation might<br />

be uncertain.<br />

There is a liquidity implication.<br />

Acquiring firm needs to raise<br />

sufficient cash flows for the<br />

acquisition.<br />

There is no cash outflow in this<br />

type of acquisition.<br />

Acquired firm’s shareholders<br />

need to share ownership with<br />

the shareholders from the<br />

acquiring firm.

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