To: blankmind who wrote (26656 ) 12/6/1997 3:27:00 PM From: Chuzzlewit Respond to of 61433
Blankmind, here is how dilution in practice works out assuming a pooling of interests: calculate the combined capitalized value of the two merging companies before the merger announcement and add them together. Divide this number by the expected number of shares of the surviving company. This is the expected share price of the merged company. Now, go back and calculate the share value of the qcquired company using the surviving company's expected share price as the basis for the conversion. Here's a simple example. Suppose company A (who's stock is trading at $75 with 100 million shares outstanding) wishes to acquire company B (who's stock is trading at $40 with 50 million shares outstanding) by exchanging .8 shares of B for 1 share of A. The combined market cap is $9.5 Billion($75 x 100 million + $40 x 50 million), and there will be a total of 140 million shares after the merger (100 million plus .8 x 50 million). Now, $9.5 Billion / 140 million = $67.86 per share, which is where we expect A's stock to trade, and B's stock will rise to $54.29. Now, if the merger is viewed as accretive (meaning that the investment community sees immediate synergies in the merger), company A's stock will rise above $67.86 (and with it company B's stock). Notice that the P/E's automatically adjust, and you don't need to calculate them assuming blended growth rates. I hope this method helps. The important point is that in a pooling of interests you get an exchange of stock, and while journalists are fond of expressing this in dollar terms without the dilutive effects of the merger, that approach grossly distorts reality. Regards, Paul