A Limited and B Limited are in negotiations in which A Limited has expressed the desire to acquire B Limited and it is decided that A Limited will acquire B Limited. For this purpose, the following information has been e

CS Professional · Valuations & Business Modelling · PYQS · December 2021
A Limited and B Limited are in negotiations in which A Limited has expressed the desire to acquire B Limited and it is decided that A Limited will acquire B Limited. For this purpose, the following information has been extracted from the books of both and companies for Financial Year 2018-19: Particulars A Limited (₹) B Limited (₹) Statement of Profit and Loss Revenue from Operations 1,200 630 Less: Cost of materials consumed, net of expenses capitalized 634 280 Other Operation Expenses 62 32 Interest 10 5 Depreciation and Amortization 64 75 Operating Profit 430 238 Net Non-Operating Income 42 27 Profit Before Tax 472 265 Tax 160 90 Profit After Tax 312 175 Balance Sheet: Share Capital (Face value of Shares of both the Companies ₹10) 300 200 Reserves and surplus 3210 1356 Non-Current Liabilities 440 104 Current Liabilities 1235 750 Total Liabilities 5185 2410 Net Fixed Assets 2985 1850 Non-Current Investments & Other Non-Current Assets 575 355 Current Assets 1625 205 Total Assets 5185 2410 Additional Information: Promoters holding in the Company 40% 30% Free Float Market Capitalization (Assuming that promoters shares are not available for trading in the market) 3,150 1,400 In a joint meeting of the directors of both companies, the following decisions are taken: (i) The swap ratio will be decided by considering the following parameters with the weights as given below: (a) Book Value 25% (b) Market Price 40% (c) EPS 25% (d) Net Profit Ratio 10%. (ii) All assets and liabilities will be taken over by A Limited at book values. (iii) The combined profit will increase by 10% due to synergy gains arising because of higher scale of operations. (iv) It is expected that the market will look this decision of A Limited as 'a value creator' decision and consequently, it is expected that A Limited's P/E Ratio will increase by 10% from its existing level after the acquisition of B Limited. Considering the above information, you are required to answer the below questions assuming that the acquisition will be completed as per the terms, given. Find out the Exchange Ratio of Shares for the proposed acquisition of B Limited by A Limited.

Answer & Explanation:

To find the Exchange Ratio of Shares, we need to calculate the Book Value per share, Market Price per share, Earnings Per Share (EPS), and Net Profit Ratio for both A Limited and B Limited, and then apply the given weights. Calculations for A Limited and B Limited: Particulars A Limited (₹ Lakhs) B Limited (₹ Lakhs) Net Worth (Share Capital + Reserves and Surplus) (1) 3,510.00 1,556.00 No. of Shares (Share Capital/Face Value) (in lakhs) (2) 30 20 Book Value per share (A) = (1)/(2) 117.00 77.80 Free float Market Capitalization (3) 3,150.00 1,400.00 Promoters holding in the Company 40% 30% Free float in the Market = No. of shares x (1 - Promoters holding) (4) 30 x (1-40%) = 18 20 x (1-30%) = 14 Market Price (B) = (3)/(4) 175.00 100.00 Net Profit (PAT) (5) 312.00 175.00 No. of Shares (6) 30 20 Earnings Per Share (EPS) (C) = (5)/(6) 10.40 8.75 PAT (7) 312.00 175.00 Revenue from Operation (8) 1,200.00 630.00 Net Profit Ratio (D) = (7)/(8) 26% 27.78% Exchange Ratio Calculation: Particulars A Limited (a) B Limited (b) Swap Ratio (c) = (b)/(a) Weight (d) Swap Ratio x Weight (E) = (c) x (d) Book Value per share (A) 117.00 77.80 1:0.665 25% 0.1663 Market Price (B) 175.00 100.00 1:0.571 40% 0.2284 Earnings Per Share (EPS) (C) 10.40 8.75 1:0.841 25% 0.2103 Net Profit Ratio (D) 26% 27.78% 1:1.068 10% 0.1068 Total Weighted Swap Ratio 0.7118 Conclusion: The Exchange or Swap Ratio is 0.712 shares of A Limited for every share of B Limited . Therefore, total no. of shares to be issued by A Limited = 20 lakhs (shares of B Limited) × 0.712 = 14.24 Lacs .

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