To: Sector Investor who wrote (27676 ) 12/11/1997 11:09:00 PM From: K MAC Respond to of 61433
CGS is increased if inventory is marked up using the purchase method as opposed to a pooling of interests. Goodwill is recorded and amortized. Fixed assets are marked up to fair value, so depreciation expense increases. Any debt discounts will be amortized (if debt values are marked to fair value depending on interest rates). In other words LU would be taking on additional expenses, and their earnings and margins would be hurt without pooling. Also, it is easier to play games with a pooling of interests, that make the acquirer look better-especially when a high PE company like LU could use the high value of its shares to buy ASND who now has a reasonable PE. This is sometimes referred to as "bootstrapping". A compnay can contniue to raise EPS through financial reengineering as opposed to improved operations. Very common-especially in the M & A cycle we have been in for several years now. Another problem (or benefit of pooling to LU) is that assets of ASND would not be marked to fair value, but instead carried at historical cost. If any assets are sold after the merger, then fictitious "gains" would be recorded as income in years to come. The pooling method does not reflect the true price paid for ASND assets, and CGS , depreciation, and amortization of goodwil or debt discounts will not be included on LU's books. In other words, if pooling is used LU would be able to overstate income in many ways. IT would be in their best interest to use a pooling of interests. This may help with his point. Sorry to take up space trying to cover some of the basics of M&A, but I assure you that the above items and many others much more complex are a big part of how/or if a transaction of this size would take place. K MAC