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Stock on Stock merger when numbers don't add up

Personal Finance & Money Asked by Jack Casas on July 19, 2021

Company A and Company B want to merge

After merge, company A stock holders want to have between 51.1% and 51.9% of ownership, so company B holders have the rest

The problem is that Company A only has 1.000 shares Outstanding and company B has 20.000

Also market price of company A is $4 and company B has market price of $1

How can the merger be achieved with a stock for stock combination; meaning X shares of company A stock are exchanged for each share of company B stock

Also for merge to be accepted, company B needs to have a little premium. No cash involved.

Can this be achieved?. What would be the stock on stock ratio? What alternative solutions are there if the merger MUST take place?

One Answer

It doesn't matter how many shares are outstanding for either company. What metters is the end number.

In the end the combined company will not have A + B shares, they will have what ever they need to make it work and to make the people who have to approve the transaction happy.

They will perform two stock maneuvers:

  • A stock split of A shares so that company A shareholders will end up with X shares for each of their previous shares.
  • Company B shareholders will convert their investment into Y number of shares of Company A.

After merge, company A stock holders want to have between 51.1% and 51.9% of ownership, so company B holders have the rest

The problem is that Company A only has 1.000 shares Outstanding and company B has 20.000

For example do a split of 53 shares of new A for every share of A. Now there are 53,000 shares of New A in those shareholders hands.

Exchange 2.5 shares of New A for every share of B. Now there are 50,000 shares in the hands of the former shareholders of B.

That means the people that used to own the A shares now have 53K of the 103K shares or 51.45%. In this case there would be no fractional shares.

Other numbers are possible, but if integers aren't used then cash will be needed to handle fractional shares.

Answered by mhoran_psprep on July 19, 2021

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