M&A Flashcards
2 Cornerstones of group Accounting
- Only transaction with outside parties count
2. Acquisitions of shares in subsidiaries accounted for as if individual assets and liabilities had been acquired
Financing liabilities = target equity
100% shares
Combined:
= Add Assets
= Keep acquirers Equity
=Add both liabilities plus price
Profit
= add two
=subtract interest expense on new debt
Financing Cash = Target Equity
100% shares
Combined:
= Add Assets subtract cash
= Keep acquirer’s Equity
=Add both liabilities
Profit
= add two
=subtract lost interest income on new debt
Financing Equity = target equity
100% shares
Combined:
= Add Assets
= Keep acquirer’s Equity + new equity
=Add both liabilities
Profit
= add two
no interest expense or income
Price > target Equity
Financing liabilities
Combined:
= Add Assets subtract goodwill
= Keep acquirer’s Equity
=Add both liabilities + financing
Profit
= add two
=subtract int exp
= + synergy savings
3 ways to measure outcomes of MA
- Development of financial ratios compared to
control group growing organically
2) Development of share price
3) Ask managers in the acquiring firm
Goodwill testing procedure
- identify relevant cash-generating unit within operating segments
- compare carrying amount to recoverable amount
- The higher the value in use VIU and fair value, less cost to sell - if Carrying amount > recoverable amount, then reduce CA starting with goodwill
Goodwill Calc
Price for %
- Net Assets at fair value (Assets - Liabilities)
= Goodwill
Minority and noncontrolling interest
% minority-owned * (Acquired assets - liabilities)
Acquired assets = Assets + goodwill
*only at goodwill for full goodwill calc
Minority acquisition
financed by liabilies
Don’t combine book values
Based on financing, things will change
If debt, Liabilities + price
Direct vs indirect mergers
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.
Carrying vs recoverable amount
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
Share exchange
Target Share Price / Acquirer Share Price = amount of acquirer shares offered