To: Sector Investor who wrote (8433 ) 4/27/1998 11:21:00 PM From: ekimaa Respond to of 42804
RE: Xyplex purchase and the warrants involved--- The Internal Revenue Service is doing its part to egg on corporate mergers with a move that could trigger a substantial increase in stock warrants available to investors. Bob Willens, who patrols the tax code for Lehman Brothers, points out that the IRS has -- of its own accord -- decided to change the longstanding tax treatment of warrants that are used as part of payment for an acquisition. While a merger using at least 40% stock as payment has always been considered a tax-free exchange, warrants couldn't change hands on a tax-free basis as part of a deal. This position has been "roundly criticized" for much of the 60 years since it was assumed by the IRS, Willens says, but the agency always stubbornly ignored the complaints -- until its recent unprompted decision to reverse the rule. As a result, the inclusion of warrants on an acquirer's stock in a merger package is likely to gain rapid popularity. One major advantage is that warrants aren't included in calculating diluted earnings per share, unless they are in the money. This will allow acquirers to better convince their prey of the potential bottom-line advantages of combining, a key point at a time when the degree of dilution or accretion in a proposed marriage can make or break a deal. Warrants would also bind the target company's shareholders to the fortunes of the merged entity. Willens notes that the IRS withheld some goodies from the taxpaying community: Warrants won't be considered tax free if the coveted "pooling of interests" accounting treatment is sought. But because the alternative, "purchase accounting," has as its chief drawback the depression of EPS, the warrants' value in these deals is enhanced even more.------ Copyright c 1998 Dow Jones & Company, Inc. All Rights Reserved Mike