M&A Flashcards

1
Q

2 Cornerstones of group Accounting

A
  1. Only transaction with outside parties count

2. Acquisitions of shares in subsidiaries accounted for as if individual assets and liabilities had been acquired

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2
Q

Financing liabilities = target equity

100% shares

A

Combined:
= Add Assets
= Keep acquirers Equity
=Add both liabilities plus price

Profit
= add two
=subtract interest expense on new debt

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3
Q

Financing Cash = Target Equity

100% shares

A

Combined:
= Add Assets subtract cash
= Keep acquirer’s Equity
=Add both liabilities

Profit
= add two
=subtract lost interest income on new debt

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4
Q

Financing Equity = target equity

100% shares

A

Combined:
= Add Assets
= Keep acquirer’s Equity + new equity
=Add both liabilities

Profit
= add two
no interest expense or income

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5
Q

Price > target Equity

Financing liabilities

A

Combined:
= Add Assets subtract goodwill
= Keep acquirer’s Equity
=Add both liabilities + financing

Profit
= add two
=subtract int exp
= + synergy savings

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6
Q

3 ways to measure outcomes of MA

A
  1. Development of financial ratios compared to
    control group growing organically
    2) Development of share price
    3) Ask managers in the acquiring firm
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7
Q

Goodwill testing procedure

A
  1. identify relevant cash-generating unit within operating segments
  2. compare carrying amount to recoverable amount
    - The higher the value in use VIU and fair value, less cost to sell
  3. if Carrying amount > recoverable amount, then reduce CA starting with goodwill
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8
Q

Goodwill Calc

A

Price for %
- Net Assets at fair value (Assets - Liabilities)
= Goodwill

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9
Q

Minority and noncontrolling interest

A

% minority-owned * (Acquired assets - liabilities)
Acquired assets = Assets + goodwill
*only at goodwill for full goodwill calc

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10
Q

Minority acquisition

financed by liabilies

A

Don’t combine book values
Based on financing, things will change
If debt, Liabilities + price

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11
Q

Direct vs indirect mergers

A

In a direct merger, the target company and the buying company directly merge with each other. In an indirect merger, the target company will merge with a subsidiary company of the buyer.

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12
Q

Carrying vs recoverable amount

A

Carrying Amount = Assets - Liabilities
Recoverable Amount: =MAX(cash flow / discount rate, sale offers)
If the carrying amount exceeds the recoverable amount you need to make impairments if not then you do not need to change the balance sheet

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13
Q

Share exchange

A

Target Share Price / Acquirer Share Price = amount of acquirer shares offered

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