M&A

| Chapter 6: Mergers & Acquisitions
Question 1 (Study Material TYK Q. 3)/MTP Oct’20

MK Ltd. is considering acquiring NN Ltd. The following information is available:
Company Earning after Tax (₹) No. of Equity Shares Market Value Per Share (₹)
MK Ltd. 60,00,000 12,00,000 200.00

NN Ltd. 18,00,000 3,00,000 160.00
Exchange of equity shares for acquisition is based on current market value as above. There is no
synergy advantage available.
(i) Find the earning per share for company MK Ltd. after merger, and
(ii) Find the exchange ratio so that shareholders of NN Ltd. would not be at a loss.
Solution
(i) Earning per share of company MK Ltd after merger:
Exchange ratio 160 : 200 = 4 : 5.
that is 4 shares of MK Ltd. for every 5 shares of NN Ltd.
Therefore, Total number of shares to be issued = 4/5 x 3,00,000 = 2,40,000 Shares.
Therefore, Total number of shares of MK Ltd. and NN Ltd.=12,00,000 (MK Ltd.) + 2,40,000 (NN
Ltd.) = 14,40,000 Shares
Total profit after tax = ₹ 60,00,000 MK Ltd.

= ₹ 18,00,000 NN Ltd.
= ₹ 78,00,000
Therefore, EPS. (Earning Per Share) of MK Ltd. after merger

₹ 78,00,000 / 14,40,000 = ₹ 5.42 per share
(ii) To find the exchange ratio so that shareholders of NN Ltd. would not be at a Loss:
Present earning per share for company MK Ltd. = ₹ 60,00,000 / 12,00,000 = ₹ 5.00
Present earning per share for company NN Ltd. = ₹ 18,00,000 / 3,00,000 = ₹ 6.00
Therefore, Exchange ratio should be 6 shares of MK Ltd. for every 5 shares of NN Ltd.
Therefore, Shares to be issued to NN Ltd. = 3,00,000 x 6 / 5 = 3,60,000 shares
Now, total No. of shares of MK Ltd. and NN Ltd. =12,00,000 (MK Ltd.) + 3,60,000 (NN Ltd.) =
15,60,000 shares
Therefore, EPS after merger = ₹ 78,00,000 / 15,60,000 = ₹ 5.00 per share
Total earnings available to shareholders of NN Ltd. after merger = 3,60,000 shares x ₹ 5.00 =
₹ 18,00,000.
This is equal to earnings prior merger for NN Ltd.
Therefore, Exchange ratio on the basis of earnings per share is recommended.
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Question 2(Old PM)

K. Ltd. is considering acquiring N. Ltd., the following information is available:
Company Profit after Tax Number of Equity shares Market value per share
K. Ltd. 50,00,000 10,00,000 200.00
N. Ltd. 15,00,000 2,50,000 160.00
Exchange of equity shares for acquisition is based on current market value as above. There is no
synergy advantage available:
(i) Find the earning per share for company K. Ltd. after merger.
(ii) Find the exchange ratio so that shareholders of N. Ltd. would not be at a loss.
Solution
(i) Earning per share for company K. Ltd. after Merger:
Exchange Ratio 160 : 200 = 4: 5
That is 4 shares of K. Ltd. for every 5 shares of N. Ltd.
Therefore, Total number of shares to be issued =
Therefore, Total number of shares of K. Ltd. and N. Ltd. =10,00,000 K. Ltd.

+ 2,00,000 N. Ltd
12,00,000
Total profit after Tax = ₹ 50,00,000 K. Ltd.
₹ 15,00,000 N Ltd.
₹ 65,00,000
Therefore, E.P.S. (Earning per share) of K. Ltd. after Merger

₹ , ,
= = ₹ 5.42 Per share
, ,
(ii) To find the Exchange Ratio so that shareholders of N. Ltd. would not be at a Loss:
Present Earnings per share for company K. Ltd.

₹ , ,
= = ₹ 5.00
₹ , ,
Present Earnings Per share for company N. Ltd.

₹ , ,
= = ₹ 6.00
₹ , ,
Therefore, Exchange Ratio should be 6 shares of K. Ltd. for every 5 shares of N Ltd.
Therefore, Shares to be issued to N. Ltd.

2,50,000 × 6
= 3,00,000 shares
5

Therefore, Total No. of Shares of K. Ltd. and N. Ltd.

= 10,00,000 K. Ltd.
+ 3,00,000 N. Ltd
13,00,000
, ,
Therefore, E.P.S. After Merger = = ₹ 5.00 Per share
, ,
Total Earnings Available to Shareholders of N. Ltd. after Merger = ₹ 3,00,000 × ₹ 5.00 = ₹

15,00,000
This is equal to Earnings prior Merger for N. Ltd.
Therefore, Exchange Ratio on the Basis of Earnings per share is recommended.
Question 3(Study Material TYK Q 12)

M Co. Ltd. is studying the possible acquisition of N Co. Ltd., by way of merger. The following data
are available in respect of the companies:
Particulars M Co. Ltd. N Co. Ltd.
Earnings after tax (`) 80,00,000 24,00,000
No. of equity shares 16,00,000 4,00,000
Market value per share (`) 200 160
(i) If the merger goes through by exchange of equity and the exchange ratio is based on the
current market price, what is the new earning per share for M Co. Ltd.?
(ii) N Co. Ltd. wants to be sure that the earnings available to its shareholders will not be
diminished by the merger. What should be the exchange ratio in that case?
Solution
(i) Calculation of new EPS of M Co. Ltd.
No. of equity shares to be issued by M Co. Ltd. to N Co. Ltd.
= 4,00,000 shares × ₹ 160 / ₹ 200 = 3,20,000 shares
Total no. of shares in M Co. Ltd. after acquisition of N Co. Ltd.
= 16,00,000 + 3,20,000 = 19,20,000
Total earnings after tax [after acquisition]
= 80,00,000 + 24,00,000 = 1,04,00,000

₹ , , ,
EPS = = ₹ 5.42
, ,
(ii) Calculation of exchange ratio which would not diminish the EPS of N Co. Ltd. after its merger
with M Co. Ltd.
Current EPS:

₹ , ,
M Co. Ltd. = = ₹5
, ,
₹ , ,
N Co. Ltd. = = ₹6
, ,
Exchange ratio = 6 / 5 = 1.20
No. of new shares to be issued by M Co. Ltd. to N Co. Ltd.
= 4,00,000 × 1.20 = 4,80,000 shares
Total number of shares of M Co. Ltd. after acquisition
= 16,00,000 + 4,80,000 = 20,80,000 shares

₹ , , ,
EPS [after merger] = = ₹5
, ,
Total earnings in M Co. Ltd. available to new shareholders of N Co. Ltd.
= 4,80,000 × ₹ 5 = ₹ 24,00,000
Recommendation: The exchange ratio (6 for 5) based on market shares is beneficial to shareholders
of 'N' Co. Ltd.
Question 4(Study Material TYK Q 6)/PP May’18

A Ltd. wants to acquire T Ltd. and has offered a swap ratio of 1:2 (0.5 shares for every one share
of T Ltd.). Following information is provided:
A Ltd. T. Ltd.
Profit after tax ₹ 18,00,000 ₹ 3,60,000

Equity shares outstanding (Nos.) 6,00,000 1,80,000
EPS ₹3 ₹2
PE Ratio 10 times 7 times
Market price per share ₹ 30 ₹ 14
Required:
(i) The number of equity shares to be issued by A Ltd. for acquisition of T Ltd.
(ii) What is the EPS of A Ltd. after the acquisition?
(iii) Determine the equivalent earnings per share of T Ltd.
(iv) What is the expected market price per share of A Ltd. after the acquisition, assuming its
PE multiple remains unchanged?
(v) Determine the market value of the merged firm.
Solution
(i) The number of shares to be issued by A Ltd.:
The Exchange ratio is 0.5
So, new Shares = 1,80,000 x 0.5 = 90,000 shares.
(ii) EPS of A Ltd. After a acquisition:

Total Earnings (₹ 18,00,000 + ₹ 3,60,000) ₹ 21,60,000

No. of Shares (6,00,000 + 90,000) 6,90,000
EPS (₹ 21,60,000 / 6,90,000) ₹ 3.13
(iii) Equivalent EPS of T Ltd.:
No. of new Shares 0.5
EPS ₹ 3.13
Equivalent EPS (₹ 3.13 x 0.5) ₹ 1.57
(iv) New Market Price of A Ltd. (P/E remaining unchanged):

Present P/E Ratio of A Ltd. 10 times
Expected EPS after merger ₹ 3.13
Expected Market Price (₹ 3.13 x 10) ₹ 31.30
(v) Market Value of merged firm:

Total number of Shares 6,90,000
Expected Market Price ₹ 31.30
Total value (6,90,000 x 31.30) ₹ 2,15,97,000

ABC Ltd. is intending to acquire XYZ Ltd. by merger and the following information is available in
respect of the companies:
ABC Ltd. XYZ Ltd.
Number of equity shares 10,00,000 6,00,000
Earnings after tax (`) 50,00,000 18,00,000
Market value per share (`) 42 28
Required:
(i) What is the present EPS of both the companies?
(ii) If the proposed merger takes place, what would be the new earning per share for ABC Ltd.?
Assume that the merger takes place by exchange of equity shares and the exchange ratio is
based on the current market price.
(iii) What should be exchange ratio, if XYZ Ltd. wants to ensure the earnings to members are
same as before the merger takes place?
Solution
(i) Earnings per share = Earnings after tax / No. of equity shares
ABC Ltd. = ₹ 50,00,000 / 10,00,000 = ₹ 5
XYZ Ltd. = ₹ 18,00,000 / 6,00,000 = ₹ 3
(ii) Number of Shares XYZ Limited’s shareholders will get in ABC Ltd. based on market value per
share = ₹ 28 / 42 x 6,00,000 = 4,00,000 shares

Total number of equity shares of ABC Ltd. after merger = 10,00,000 + 4,00,000 = 14,00,000
shares
Earnings per share after merger = ₹ 50,00,000 + 18,00,000 / 14,00,000 = ₹ 4.86
(iii) Calculation of exchange ratio to ensure shareholders of XYZ Ltd. to earn the same as was before
merger:
Shares to be exchanged based on EPS = (₹ 3 / ₹ 5) x 6,00,000 = 3,60,000 shares
EPS after merger = (₹ 50,00,000 + 18,00,000) / 13,60,000 = ₹ 5
Total earnings in ABC Ltd. available to shareholders of XYZ Ltd. = 3,60,000 x ₹ 5 = ₹ 18,00,000.
Thus, to ensure that Earning to members are same as before, the ratio of exchange should be
0.6 share for 1 share.
Question 6(Study Material TYK Q 9)/PP Nov’19

XYZ Ltd., is considering merger with ABC Ltd. XYZ Ltd.’s shares are currently traded at ₹ 20. It
has 2,50,000 shares outstanding and its earnings after taxes (EAT) amount to ₹ 5,00,000. ABC
Ltd., has 1,25,000 shares outstanding; its current market price is ₹ 10 and its EAT are ₹ 1,25,000.
The merger will be effected by means of a stock swap (exchange). ABC Ltd., has agreed to a plan
under which XYZ Ltd., will offer the current market value of ABC Ltd.’s shares:
(i) What is the pre – merger earnings per share (EPS) and P / E ratios of both the companies?
(ii) If ABC Ltd.’s P / E ratio is 6.4, what is its current market price? What is the exchange ratio?
What will XYZ Ltd.’s post – merger EPS be?
(iii) What should be the exchange ratio; if XYZ Ltd.’s pre – merger and post – merger EPS are to
be the same?
Solution
(i) Pre - merger EPS and P / E ratios of XYZ Ltd. and ABC Ltd.
Particulars XYZ Ltd. ABC Ltd.
Earnings after taxes 5,00,000 1,25,000
Number of shares outstanding 2,50,000 1,25,000
EPS 2 1
Market Price per share 20 10
P / E Ratio (times) 10 10
(ii) Current Market Price of ABC Ltd. if P/E ratio is 6.4 = ₹ 1 × 6.4 = ₹ 6.40
₹ ₹ .
Exchange ratio = = 3.125 or = 0.32
₹ . ₹
Post - merger EPS of XYZ Ltd.

₹ 5,00,000 + ₹ 1,25,000
=
2,50,000 + (1,25,000/3.125)
₹ 6,25,000
= = 2.16
2,90,000

(iii) Desired Exchange Ratio
Total number of shares in post – merged company

Post − merger earnings ₹ 6,25,000
= = 3,12,500
Pre − merger EPS of XYZ Ltd 2
Number of shares required to be issued = 3,12,500 – 2,50,000 = 62,500
Therefore, the exchange ratio is 62,500 : 1,25,000

62,500
= = 0.50
1,25,000
Question 7(Study Material-Illustration 2)

Company X is contemplating the purchase of Company Y, Company X has 3,00,000 shares having a
market price of ₹ 30 per share, while Company Y has 2,00,000 shares selling at ₹ 20 per share. The
EPS are ₹ 4.00 and ₹ 2.25 for Company X and Y respectively. Managements of both companies are
discussing two alternative proposals for exchange of shares as indicated below:
(i) In proportion to the relative earnings per share of two companies.
(ii) 0.5 share of Company X for one share of Company Y (0.5:1).
You are required:

(i) to calculate the Earnings Per share (EPS) after merger under two alternatives; and
(ii) to show the impact of EPS for the shareholders of two companies under both the
alternatives.
Solution
Working Notes: Calculation of total earnings after merger

Particulars Company X Company Y Total
Outstanding shares 3,00,000 2,00,000
EPS (₹) 4 2.25
Total earnings (₹) 12,00,000 4,50,000 16,50,000
(i)
a) Calculation of EPS when exchange ratio is in proportion to relative EPS of two companies
Company X 3,00,000
Company Y 2,00,000 x 2.25 / 4 1,12,500
Total number of shares after merger 4,12,500
Company X
EPS before merger = ₹4
EPS after merger = ₹ 16,50,000 / 4,12,500 shares = ₹4
Company Y
EPS before merger = ₹ 2.25

EPS after merger

= EPS of Merged Entity after merger x Share Exchange ratio
on EPS basis = ₹ 4× 2.25 = ₹ 2.25
4
b) Calculation of EPS when share exchange ratio is 0.5 : 1
Total earnings after merger = ₹ 16,50,000
Total number of shares after merger = 3,00,000 + (2,00,000 x 0.5) = 4,00,000 shares
EPS after merger = ₹ 16,50,000/4,00,000 = ₹ 4.125
(ii) Impact of merger on EPS for shareholders of Company X and Company Y
a) Impact on Shareholders of Company X

(₹)
EPS before merger 4.000
EPS after merger 4.125
Increase in EPS 0.125
b) Impact on Shareholders of Company Y

(₹)
Equivalent EPS before merger 2.2500
Equivalent EPS after merger 2.0625
Decrease in EPS 0.1875

The following information is provided related to the acquiring Firm Mark Limited and the target
Firm Mask Limited:
Firm Mark Limited Firm Mask Limited
Earning after tax (₹) 2,000 lakhs 400 lakhs

Number of shares outstanding 200 lakhs 100 lakhs
P/E ratio (times) 10 5
Required:
(i) What is the Swap Ratio based on current market prices?
(ii) What is the EPS of Mark Limited after acquisition?
(iii) What is the expected market price per share of Mark Limited after acquisition, assuming
P/E ratio of Mark Limited remains unchanged?
(iv) Determine the market value of the merged firm.
(v) Calculate gain / loss for shareholders of the two independent companies after acquisition.
Solution
Particulars Mark Ltd. Mask Ltd.

EPS ₹ 2,000 Lakhs / 200 lakhs ₹ 400 lakhs / 100 lakhs

= ₹ 10 ₹4
Market Price ₹ 10 x 10 = ₹ 100 ₹ 4 x 5 = ₹ 20
(i) The Swap ratio based on current market price is
₹ 20 / ₹ 100 = 0.2 or 1 share of Mark Ltd. for 5 shares of Mask Ltd.
(ii) No. of shares to be issued = 100 lakh x 0.2 = 20 lakhs.

₹ , ₹
EPS after merger= = ₹ 10.91
(iii) Expected market price after merger assuming P/E 10 times.
= ₹ 10.91 x 10 = ₹ 109.10
(iv) Market value of merged firm
= ₹ 109.10 market price x 220 lakhs shares = 240.02 crores
(v) Gain from the merger
Post - merger market value of the merged firm ₹ 240.02 crores
Less: Pre – merger market value

Mark Ltd. 200 Lakhs x ₹ 100 = 200 crores
Mask Ltd. 100 Lakhs x ₹ 20 = 20 crores ₹ 220.00 crores
Gain from merger ₹ 20.02 crores
Appropriation of gains from the merger among shareholders:

Mark Ltd. Mask Ltd.
Post - merger value 218.20 crores 21.82 crores
Less: Pre – merger market value 200.00 crores 20.00 crores
Gain to Shareholders 18.20 crores 1.82 crores

Elrond Limited plans to acquire Doom Limited. The relevant financial details of the two firms prior
to the merger announcement are:
Elrond Limited Doom Limited
Number of outstanding shares 20 lakhs 10 Lakhs
The merger is expected to generate gains, which have a present value of ₹ 200 lakhs. The exchange
ratio agreed to is 0.5.
What is the true cost of the merger from the point of view of Elrond Limited?
Solution
Shareholders of Doom Ltd. will get 5 lakh share of Elrond Limited, so they will get:

= = 20% of shares Elrond Limited
The value of Elrond Ltd. after merger will be:

= ₹ 50 x 20 lakh + ₹ 25 x 10 lakh + ₹ 200 lakh
= ₹ 1000 lakh + ₹ 250 lakh + ₹ 200 lakh = ₹ 1450 lakh
True Cost of Merger will be:

(₹ 1450 x 20%) ₹ 290 lakhs – ₹ 250 lakhs = ₹ 40 lakhs

The CEO of a company thinks that shareholders always look for EPS. Therefore, he considers
maximization of EPS as his company's objective. His company's current Net Profits are ₹ 80.00
lakhs and P / E multiple is 10.5. He wants to buy another firm which has current income of ₹ 15.75
lakhs & P / E multiple of 10.
What is the maximum exchange ratio which the CEO should offer so that he could keep EPS at the
current level, given that the current market price of both the acquirer and the target company are
₹ 42 and ₹ 105 respectively?
If the CEO borrows funds at 15% and buys out Target Company by paying cash, how much cash
should he offer to maintain his EPS? Assume tax rate of 30%.
Solution
(i)
Acquirer Company Target Company
Net Profit ₹ 80 lakhs ₹ 15.75 lakhs
PE Multiple 10.50 10.00
Market Capitalization ₹ 840 lakhs ₹ 157.50 lakhs
Market Price ₹ 42 ₹ 105
No. of Shares 20 lakhs 1.50 lakhs
EPS ₹4 ₹ 10.50
Maximum Exchange Ratio 4 : 10.50 or 1 : 2.625
Thus, for every one share of Target Company 2.625 shares of Acquirer Company.
(ii) Let x lakhs be the amount paid by Acquirer company to Target Company. Then to maintain same
EPS i.e. ₹ 4 the number of shares to be issued will be:
(80 lakhs + 15.75 lakhs) − 0.70 × 15% × x

=4
20 lakhs
95.75 − 0.105𝑥
=4
20
x = ₹ 150 lakhs
Thus, ₹ 150 lakhs shall be offered in cash to Target Company to maintain same EPS.

Question 11(Study Material TYK Q 8)/Similar Q asked in PP Dec’21

XYZ Ltd. wants to purchase ABC Ltd. by exchanging 0.7 of its share for each share of ABC Ltd.
Relevant financial data are as follows:
Equity shares outstanding 10,00,000 4,00,000
EPS (₹) 40 28
Market price per share (₹) 250 160
(i) Illustrate the impact of merger on EPS of both the companies.

(ii) The management of ABC Ltd. has quoted a share exchange ratio of 1:1 for the merger.
Assuming that P/E ratio of XYZ Ltd. will remain unchanged after the merger, what will be
the gain from merger for ABC Ltd.?
(iii) What will be the gain / loss to shareholders of XYZ Ltd.?
(iv) Determine the maximum exchange ratio acceptable to shareholders of XYZ Ltd.
Solution
Working Notes
a)
XYZ Ltd. ABC Ltd.
Equity shares outstanding (Nos.) 10,00,000 4,00,000
EPS ₹ 40 ₹ 28
Profit ₹ 400,00,000 ₹ 112,00,000
PE Ratio 6.25 5.71
b) EPS after merger

No. of shares to be issued (4,00,000 x 0.70) 2,80,000
Exiting Equity shares outstanding 10,00,000
Equity shares outstanding after merger 12,80,000
Total Profit (₹ 400,00,000 + ₹ 112,00,000) ₹ 512,00,000
EPS ₹ 40
(i) Impact of merger on EPS of both the companies

XYZ Ltd. ABC Ltd.
EPS after Merger ₹ 40 ₹ 28
EPS before Merger ₹ 40 ₹ 28*
Nil Nil
* ₹ 40 x 0.70
(ii) Gain from the Merger if exchange ratio is 1: 1

No. of shares to be issued 4,00,000
Exiting Equity shares outstanding 10,00,000
Equity shares outstanding after merger 14,00,000
Total Profit (₹ 400,00,000 + ₹ 112,00,000) ₹ 512,00,000
EPS ₹ 36.57
Market Price of Share (₹ 36.57 x 6.25) ₹ 228.56

Market Price of Share before Merger ₹ 160.00

Impact (Increase / Gain) ₹ 68.56
(iii) Gain / loss from the Merger to the shareholders of XYZ Ltd.
Market Price of Share ₹ 228.56

Market Price of Share before Merger ₹ 250.00
Loss from the merger (per share) ₹ 21.44
(iv) Maximum Exchange Ratio acceptable to XYZ Ltd. shareholders

₹ Lakhs
Market Value of Merged Entity (₹ 228.57 x 1400000) 3199.98
Less: Value acceptable to shareholders of XYZ Ltd. 2500.00
Value of merged entity available to shareholders of ABC Ltd. 699.98
Market Price Per Share 250
No. of shares to be issued to the shareholders of ABC Ltd. (lakhs) 2.80
Thus maximum ratio of issue shall be 2.80 : 4.00 or 0.70 share of XYZ Ltd. for one share of
ABC Ltd.
Alternatively, it can also be computed as follows:

Earning after Merger (40 x 1000000 + 28 x 400000) ₹ 512 lakhs
PE Ratio of XYZ Ltd. 6.25
Market Value of Firm after Merger (512 x 6.25) ₹ 3200 lakhs
Existing Value of Shareholders of XYZ Ltd. ₹ 2500 lakhs
Value of Merged entity available to Shareholders of ABC Ltd. ₹ 700 lakhs
Market Price per Share ₹ 250
Total No. of shares to be issued 2.8 lakh
Thus, maximum acceptable ratio shall be 2.80 : 4.00 i.e. 0.70 share of XYZ Ltd. for one share
of ABC Ltd.

Longitude Limited is in the process of acquiring Latitude Limited on a share exchange basis.
Following relevant data are available:
Longitude Limited Latitude Limited
Profit after Tax (PAT) ₹ in Lakhs 120 80
Number of Shares Lakhs 15 16
Earning per Share (EPS) ₹ 8 5
Price Earnings Ratio (P/E Ratio) 15 10
(Ignore Synergy)
You are required to determine:
(i) Pre – merger Market Value per Share, and
(ii) The maximum exchange ratio Longitude Limited can offer without the dilution of
1) EPS and
2) Market Value per Share

Calculate Ratio/s up to four decimal points and amounts and number of shares up to two decimal
points.
Solution
(i) Pre – Merger Market Value of Per Share
P/E Ratio x EPS
Longitude Ltd. ₹ 8 X 15 = ₹ 120.00
Latitude Ltd. ₹ 5 X 10 = ₹ 50.00
(ii) Maximum exchange ratio without dilution of EPS
1)
Pre - Merger PAT of Longitude Ltd. ₹ 120 Lakhs
Pre - Merger PAT of Latitude Ltd. ₹ 80 Lakhs
Combined PAT ₹ 200 Lakhs
Longitude Ltd. ’s EPS ₹8
Maximum number of shares of Longitude after merger (₹ 200 lakhs / 25 Lakhs
₹ 8)
Existing number of shares 15 Lakhs
Maximum number of shares to be exchanged 10 Lakhs
Maximum share exchange ratio 10:16 or 5:8
2) Maximum exchange ratio without dilution of Market Price Per Share

Pre - Merger Market Capitalization of Longitude Ltd. (₹ 120 × 15 Lakhs) ₹ 1800 Lakhs
Pre – Merger Market Capitalization of Latitude Ltd. (₹ 50 × 16 Lakhs) ₹ 800 Lakhs
Combined Market Capitalization ₹ 2600 Lakhs
Current Market Price of share of Longitude Ltd. ₹ 120
Maximum number of shares to be exchanged of Longitude (surviving 21.67 Lakhs
company) (₹ 2600 Lakhs / ₹ 120)
Current Number of Shares of Longitude Ltd. 15.00 Lakhs
Maximum number of shares to be exchanged (Lakhs) 6.67 Lakhs
Maximum share exchange ratio 6.67 : 16 or 0.4169 : 1
Question 13(Study Material TYK Q 10)/RTP Nov’19/MTP Aug’18

Following information is provided relating to the acquiring company Mani Ltd. and the target
company Ratnam Ltd:
Mani Ltd. Ratnam Ltd.
Earnings after tax (₹ lakhs) 2,000 4,000
No. of shares outstanding (lakhs) 200 1,000
P/E ratio (No. of times) 10 5
Required:

(i) What is the swap ratio based on current market prices?

(ii) What is the EPS of Mani Ltd. after the acquisition?
(iii) What is the expected market price per share of Mani Ltd. after the acquisition, assuming
its P/E ratio is adversely affected by 10%?
(iv) Determine the market value of the merged Co.
(v) Calculate gain / loss for the shareholders of the two independent entities, due to the merger.
Solution
(i) SWAP ratio based on current market prices:
EPS before acquisition:

Mani Ltd.: ₹ 2,000 lakhs / 200 lakhs: ₹10
Ratnam Ltd.: ₹ 4,000 lakhs / 1,000 lakhs ₹4
Market price before acquisition:

Mani Ltd.: ₹ 10 × 10 ₹100
Ratnam Ltd.: ₹ 4 × 5 ₹ 20
SWAP ratio: 20 / 100 or 1 / 5 i.e. 0.20
(ii) EPS after acquisition:

₹( , , )
₹ 15.00
( )
(iii) Market Price after acquisition:
EPS after acquisition: ₹ 15.00
P/E ratio after acquisition 10 × 0.9 9 times
Market price of share (₹ 15 × 9) ₹ 135.00
(iv) Market value of the merged Co.:
₹135 × 400 lakhs share ₹ 540.00 Crores or ₹ 54,000 Lakhs
(v) Gain / loss per share: ₹ Crore

Mani Ltd. Ratnam Ltd.
Total value before Acquisition 200 200
Value after acquisition 270 270
Gain (Total) 70 70
No. of shares (pre-merger) (lakhs) 200 1,000
Gain per share (₹) 35 7

Question 14(Study Material TYK Q 14)/PP May’22

P Ltd. is considering take – over of R Ltd. by the exchange of four new shares in P Ltd. for every
five shares in R Ltd. The relevant financial details of the two companies prior to merger
announcement are as follows:
P Ltd R Ltd
Profit before Tax (₹ Crore) 15 13.50
No. of Shares (Crore) 25 15
P/E Ratio 12 9
Corporate Tax Rate 30%
You are required to determine:

(i) Market value of both the company.
(ii) Value of original shareholders.
(iii) Price per share after merger.
(iv) Effect on share price of both the company if the Directors of P Ltd. expect their own pre –
merger P / E ratio to be applied to the combined earnings.
Solution
P Ltd. R Ltd.
Profit before Tax (₹ in crore) 15 13.50
Tax 30% (₹ in crore) 4.50 4.05
Profit after Tax (₹ in crore) 10.50 9.45
Earnings per Share (₹) 10.50 = ₹ 0.42 9.45 = ₹ 0.63
25 15
Price of Share before Merger ₹ 0.42 x 12 = ₹ 5.04 ₹ 0.63 x 9 = ₹ 5.67
(EPS x P/E Ratio)
(i) Market Value of company
P Ltd. = ₹ 5.04 x 25 Crore = ₹ 126 crore
R Ltd. = ₹ 5.67 x 15 Crore = ₹ 85.05 crore
Combined = ₹ 126 + ₹ 85.05 = ₹ 211.05 Crores
After Merger
P Ltd. R Ltd.
No. of Shares 25 crores 15 ×
4
= 12 crores
5
Combined 37 crores
% of Combined Equity Owned 25
× 100 = 67.57%
12
× 100 = 32.43%
37 37
(ii) Value of Original Shareholders

P Ltd. R Ltd.
₹ 211.05 crore x 67.57% ₹ 211.05 crore x 32.43%
= ₹ 142.61 = ₹ 68.44


Combined Value of Entity 211.05 crore
No. of shares after Merger 37 crore
Value of Per Share ₹ 5.70405
Value of P Ltd. Shareholders (25 crores x ₹ 5.70405) ₹ 142.60 crore
Value of R Ltd. Shareholders (12 crores x ₹ 5.70405) ₹ 68.45 crore
(iii) Price per Share after Merger

₹ .
EPS = = ₹ 0.539 per share
P/E Ratio = 12
Market Value Per Share = ₹ 0.539 X 12 = ₹ 6.47
Total Market Value = ₹ 6.47 x 37 crore = ₹ 239.39 crore

.
Price of Share = = = ₹ 6.47
(iv) Effect on Share Price
P Ltd.
Gain / loss (-) per share = ₹ 6.47 – ₹ 5.04 = ₹ 1.43

. .
i.e. × 100 = 0.284 or 28.4%
.
Therefore, Share price would rise by 28.4%
R Ltd.
4
6.47 × = ₹ 5.18
5
Gain / loss (-) per share = ₹ 5.18 – ₹ 5.67 = (- ₹ 0.49)
. .
i.e., × 100 (−) 0.0864 or (−) 8.64%
.
Share Price would decrease by 8.64%.
Question 15(Old PM)

Cauliflower Limited is contemplating acquisition of Cabbage Limited. Cauliflower Limited has 5 lakh
shares having market value of ₹ 40 per share while Cabbage Limited has 3 lakh shares having market
value of ₹ 25 per share. The EPS for Cabbage Limited and Cauliflower Limited are ₹ 3 per share
and ₹ 5 per share respectively. The managements of both the companies are discussing two
alternatives for exchange of shares as follows:
(i) In proportion to relative earnings per share of the two companies.
(ii) 1 share of Cauliflower Limited for two shares of Cabbage Limited.
Required:
(i) Calculate the EPS after merger under both the alternatives.

(ii) Show the impact on EPS for the shareholders of the two companies under both the
alternatives
Solution
(i) Exchange ratio in proportion to relative EPS

Company Existing No. of shares EPS Total earnings
Cauliflower Ltd. 5,00,000 5.00 25,00,000
Cabbage Ltd. 3,00,000 3.00 9,00,000
Total earnings 34,00,000
No. of shares after merger 5,00,000 + 1,80,000 = 6,80,000

.
Note: 1,80,000 may be calculated as = 3,00,000 × .
, ,
EPS for Cauliflower Ltd. after merger = = ₹ 5.00
, ,
Impact on EPS
₹
Cauliflower Ltd. shareholders
Increase/ Decrease in EPS 0.00
Cabbage Ltd.' Shareholders
EPS after the merger 5.00 x 3 / 5 3.00
Increase / Decrease in EPS 0.00
(ii) Merger effect on EPS with share exchange ratio of 1 : 2

Total earnings after merger ₹ 34,00,000
No. of shares post - merger 5,00,000 + 1,50,000 (0.5 × 3,00,000) 6,50,000
EPS (34,00,000 ÷ 6,50,000) 5.23
Impact on EPS
₹
Cauliflower Ltd. shareholders
Increase in EPS 0.23
Cabbage Ltd. shareholders
EPS after the merger 5.23 x 0.5 2.615
Decrease in EPS 0.385


B Ltd. is a highly successful company and wishes to expand by acquiring other firms. Its expected
high growth in earnings and dividends is reflected in its PE ratio of 17. The Board of Directors of
B Ltd. has been advised that if it were to take over firms with a lower PE ratio than it own, using a
share – for – share exchange, then it could increase its reported earnings per share. C Ltd. has been
suggested as a possible target for a takeover, which has a PE ratio of 10 and 1,00,000 shares in
issue with a share price of ₹ 15. B Ltd. has 5,00,000 shares in issue with a share price of ₹ 12.
Calculate the change in earnings per share of B Ltd. if it acquires the whole of C Ltd. by issuing
shares at its market price of ₹ 12. Assume the price of B Ltd. shares remains constant.
Solution
Total market value of C Ltd is = 1,00,000 x ₹ 15 = ₹ 15,00,000
PE ratio (given) = 10
Therefore, earnings = ₹ 15,00,000 / 10
= ₹ 1,50,000
Total market value of B Ltd. is = 5,00,000 x ₹ 12 = ₹ 60,00,000
PE ratio (given) = 17
Therefore, earnings = ₹ 60,00,000/ 17
= ₹ 3,52,941
The number of shares to be issued by B Ltd.
₹ 15,00,000 ÷ 12 = 1,25,000
Total number of shares of B Ltd = 5,00,000 + 1,25,000 = 6,25,000
The EPS of the new firm is = (₹ 3,52,941 + ₹ 1,50,000) / 6,25,000 = ₹ 0.80
The present EPS of B Ltd is = ₹ 3,52,941 / 5,00,000 = ₹ 0.71
So the EPS affirm B will increase from ₹ 0.71 to ₹ 0.80 as a result of merger.
Question 17(Study Material- Corporate Valuation TYK Q 1)/MTP Oct’22

ABC Company is considering acquisition of XYZ Ltd. which has 1.5 crores shares outstanding and
issued. The market price per share is ₹ 400 at present. ABC's average cost of capital is 12%.
Available information from XYZ indicates its expected cash accruals for the next 3 years as follows:
Year ₹ Cr.
1 250
2 300
3 400
Calculate the range of valuation that ABC has to consider. (PV factors at 12% for years 1 to 3
respectively: 0.893, 0.797 and 0.712).
Solution

Valuation Based on Market Price
Market Price per share ₹ 400
Thus, value of total business is (₹ 400 x 1.5 Cr.) ₹ 600 Cr.
Valuation Based on Discounted Cash Flow
Present Value of cash flows
(₹ 250 cr x 0.893) + (₹ 300 cr. x 0.797) + (₹ 400 cr. x 0.712) ₹ 747.15 Cr.
Value of per share (₹ 747.15 Cr. / 1.5 Cr) ₹ 498.10 per share
Range of Valuation
Per Share ₹ Total ₹ Cr.
Minimum 400.00 600.00
Maximum 498.10 747.15
Question 18(Study Material- Corporate Valuation TYK Q 2)/Similar Q asked in PP July’21/MTP

Sep’22
Eagle Ltd. reported a profit of ₹ 77 lakhs after 30% tax for the financial year 2011-12. An analysis
of the accounts revealed that the income included extra ordinary items of ₹ 8 lakhs and an extra
ordinary loss of ₹ 10 lakhs. The existing operations, except for the extra ordinary items, are
expected to continue in the future. In addition, the results of the launch of a new product are
expected to be as follows:
₹ In lakhs
Sales 70
Material costs 20
Labour costs 12
Fixed costs 10
You are required to:

(i) Calculate the value of the business, given that the capitalization rate is 14%.
(ii) Determine the market price per equity share, with Eagle Ltd. ‘s share capital being comprised
of 1,00,000 13% preference shares of ₹ 100 each and 50,00,000 equity shares of ₹ 10 each
and the P / E ratio being 10 times.
Solution
(i) Computation of Business Value
(₹ Lakhs)
Profit before tax 110
.
Less: Extraordinary income (8)

Add: Extraordinary losses 10
112
Profit from new product (₹ Lakhs)

Sales 70
Less: Material costs 20
Labour costs 12
Fixed costs 10 (42) 28
140.00
Less: Taxes @ 30% 42.00
Future Maintainable Profit after taxes 98.00
Relevant Capitalisation Factor 0.14
Value of Business (₹ 98 / 0.14) 700
(ii) Determination of Market Price of Equity Share

Future maintainable profits (After Tax) ₹ 98,00,000
Less: Preference share dividends 1,00,000 shares of ₹ 100 @ 13% ₹ 13,00,000
Earnings available for Equity Shareholders ₹ 85,00,000
No. of Equity Shares 50,00,000
Earning per share =
₹ , ,
= ₹ 1.70
, ,
PE ratio 10
Market price per share ₹ 17

Simple Ltd. and Dimple Ltd. are planning to merge. The total value of the companies are dependent
on the fluctuating business conditions. The following information is given for the total value (debt
+ equity) structure of each of the two companies.
Business Condition Probability Simple Ltd. ₹ Lacs Dimple Ltd. ₹ Lacs
High Growth 0.20 820 1050
Medium Growth 0.60 550 825
Slow Growth 0.20 410 590
The current debt of Dimple Ltd. is ₹ 65 lacs and of Simple Ltd. is ₹ 460 lacs.
Calculate the expected arately for the merged entity.
Solution
Compute Value of Equity
Simple Ltd.
₹ in Lacs
High Growth Medium Growth Slow Growth
Debit + Equity 820 550 410
Less: Debt 460 460 460
Equity 360 90 -50
Since the Company has limited liability the value of equity cannot be negative therefore the value of
equity under slow growth will be taken as zero because of insolvency risk and the value of debt is taken
at 410 lacs. The expected value of debt and equity can then be calculated as:

Simple Ltd.
₹ in Lacs
High Growth Medium Growth Slow Growth Expected Value
Prob. Value Prob. Value Prob. Value
Debt 0.20 460 0.60 460 0.20 410 450
Equity 0.20 360 0.60 90 0.20 0 126
820 550 410 576
Dimple Ltd.
₹ in Lacs
High Growth Medium Growth Slow Growth Expected Value
Prob. Value Prob. Value Prob. Value
Equity 0.20 985 0.60 760 0.20 525 758
Debt 0.20 65 0.60 65 0.20 65 65
1050 825 590 823
Expected Values
₹ in Lacs
Equity Debt
Simple Ltd. 126 Simple Ltd. 450
Dimple Ltd. 758 Dimple Ltd. 65
884 515
Question 20(Study Material TYK Q 16)/RTP Nov’18

Yes Ltd. wants to acquire No Ltd. and the cash flows of Yes Ltd. and the merged entity are given
below:
(₹ In lakhs)
Year 1 2 3 4 5
Yes Ltd. 175 200 320 340 350
Merged Entity 400 450 525 590 620
Earnings would have witnessed 5% constant growth rate without merger and 6% with merger on
account of economies of operations after 5 years in each case. The cost of capital is 15%.
The number of shares outstanding in both the companies before the merger is the same and the
companies agree to an exchange ratio of 0.5 shares of Yes Ltd. for each share of No Ltd.
PV factor at 15% for years 1 - 5 are 0.870, 0.756; 0.658, 0.572, 0.497 respectively.

(i) Compute the Value of Yes Ltd. before and after merger.
(ii) Value of Acquisition and
(iii) Gain to shareholders of Yes Ltd.

Solution
(i) Working Notes:

Present Value of Cash Flows (CF) upto 5 years
Year CF of Yes Ltd. PVF PV of CF CF of Merged Entity PV of CF of
End (₹ lakhs) @ 15% (₹ lakhs) (₹ lakhs) Merged Entity (₹
lakhs)
1 175 0.870 152.25 400 348.00
2 200 0.756 151.20 450 340.20
3 320 0.658 210.56 525 345.45
4 340 0.572 194.48 590 337.48
5 350 0.497 173.95 620 308.14
882.44 1679.27
PV of Cash Flows of Yes Ltd. after the forecast period
CF (1 + g) 350 (1 + 0.05) 367.50

TV = = = = ₹ 3675 lakhs
K −g 0.15 − 0.05 0.10
PV of TV5 = ₹ 3675 lakhs x 0.497 = ₹ 1826.475 lakhs
PV of Cash Flows of Merged Entity after the forecast period
CF (1 + g) 620 (1 + 0.06) 657.20

TV = = = = ₹ 7302.22 lakhs
K −g 0.15 − 0.06 0.09
PV of TV5 = ₹ 7302.22 lakhs x 0.497 = ₹ 3629.20 lakhs
Value of Yes Ltd.

Before merger (₹ lakhs) After merger (₹ lakhs)
PV of CF (1-5 years) 882.440 1679.27
Add: PV of TV5 1826.475 3629.20
2708.915 5308.47
(ii) Value of Acquisition

= Value of Merged Entity – Value of Yes Ltd.
= ₹ 5308.47 lakhs – ₹ 2708.915 lakhs = ₹ 2599.555 lakhs
(iii) Gain to Shareholders of Yes Ltd.

Share of Yes Ltd. in merged entity = ₹ 5308.47 lakhs × .
= ₹ 3538.98 lakhs
Gain to shareholder = Share of Yes Ltd. in merged entity – Value of Yes Ltd. before merger
= ₹ 3538.98 lakhs - ₹ 2708.915 = ₹ 830.065 lakhs


You have been provided the following financial data of two companies:
Krishna Ltd. Rama Ltd.
Earnings after taxes ₹ 7,00,000 ₹ 10,00,000
No. of Equity shares (outstanding) 2,00,000 4,00,000
EPS 3.5 2.5
P/E ratio 10 times 14 times
Company Rama Ltd. is acquiring the company Krishna Ltd., exchanging its shares on a one – to – one
basis for company Krishna Ltd. The exchange ratio is based on the market prices of the shares of
the two companies.
Required:
(i) What will be the EPS subsequent to merger?
(ii) What is the change in EPS for the shareholders of companies Rama Ltd. and Krishna Ltd.?
(iii) Determine the market value of the post – merger firm. PE ratio is likely to remain the same.
(iv) Ascertain the profits accruing to shareholders of both the companies.
Solution
(i)
Exchange Ratio 1:1
New Shares to be issued 2,00,000
Total shares of Rama Ltd. (4,00,000 + 2,00,000) 6,00,000
Total earnings (₹ 10,00,000 + ₹ 7,00,000) ₹ 17,00,000
New EPS (₹ 17,00,000 / 6,00,000) ₹ 2.83
(ii)
Existing EPS of Rama Ltd. ₹ 2.50

Increase in EPS of Rama Ltd (₹ 2.83 – ₹ 2.50) ₹ 0.33
Existing EPS of Krishna Ltd. ₹ 3.50
Decrease in EPS of Krishna Ltd. (₹ 3.50 – ₹ 2.83) ₹ 0.67
(iii)
P/E ratio of new firm (expected to remain same) 14 times

New market price (14 × ₹ 2.83) ₹ 39.62
Total No. of Shares 6,00,000
Total market Capitalization (6,00,000 × ₹ 39.62) ₹ 2,37,72,000

Existing market capitalization (₹ 70,00,000 + ₹ 1,40,00,000) ₹ 2,10,00,000
Total gain ₹ 27,72,000

(iv)
Rama Ltd. Krishna Ltd Total
No. of shares after merger 4,00,000 2,00,000 6,00,000
Market price ₹ 39.62 ₹ 39.62 ₹ 39.62
Total Mkt. Values ₹ 1,58,48,000 ₹ 79,24,000 ₹ 2,37,72,000
Existing Mkt. values ₹ 1,40,00,000 ₹ 70,00,000 ₹ 2,10,00,000
Gain to share holders ₹ 18,48,000 ₹ 9,24,000 ₹ 27,72,000
or ₹ 27,72,000/ 3 = ₹ 9,24,000 to Krishna Ltd. and ₹ 18,48,000 to Rama Ltd. (in 2 : 1 ratio)
Question 22(Old PM)/MTP Aug’18

Using the chop – shop approach (or Break – up value approach), assign a value for Cranberry Ltd.
whose stock is currently trading at a total market price of € 4 million. For Cranberry Ltd, the
accounting data set forth three business segments: consumer wholesale, retail and general centers.
Data for the firm’s three segments are as follows:
Business Segment Segment Sales Segment Assets Segment Operating Income
Wholesale € 225,000 € 600,000 € 75,000
Retail € 720,000 € 500,000 € 150,000
General € 2,500,000 € 4,000,000 € 700,000
Industry data for “pure-play” firms have been compiled and are summarized as follows:
Business Segment Capitalization / Sales Capitalization / Capitalization / Operating
Assets Income
Wholesale 0.85 0.7 9
Retail 1.2 0.7 8
General 0.8 0.7 4
Solution
Business Segment Capital - to - Sales Segment Sales Theoretical Values
Wholesale 0.85 € 225000 € 191250
Retail 1.2 € 720000 € 864000
General 0.8 € 2500000 € 2000000
Total value € 3055250
Business Segment Capital – to – Assets Segment Assets Theoretical Values

Wholesale 0.7 € 600000 € 420000
Retail 0.7 € 500000 € 350000
General 0.7 € 4000000 € 2800000
Business Segment Capital – to – Operating Operating Income Theoretical Values

Income
Wholesale 9 € 75000 € 675000

Retail 8 € 150000 € 1200000

General 4 € 700000 € 2800000
Average theoretical value = = 3766750
Average theoretical value of Cranberry Ltd. = € 3766750

The following information is provided relating to the acquiring company Efficient Ltd. and the target
Company Healthy Ltd.
Efficient Ltd. Healthy Ltd.
No. of shares (F.V. ₹ 10 each) 10.00 lakhs 7.5 lakhs
Market capitalization 500.00 lakhs 750.00 lakhs
P/E ratio (times) 10.00 5.00
Reserves and Surplus 300.00 lakhs 165.00 lakhs
Promoter’s Holding (No. of shares) 4.75 lakhs 5.00 lakhs
Board of Directors of both the Companies have decided to give a fair deal to the shareholders and
accordingly for swap ratio the weights are decided as 40%, 25% and 35% respectively for Earning,
Book Value and Market Price of share of each company:
(i) Calculate the swap ratio and also calculate Promoter’s holding % after acquisition.
(ii) What is the EPS of Efficient Ltd. after acquisition of Healthy Ltd.?
(iii) What is the expected market price per share and market capitalization of Efficient Ltd.
after acquisition, assuming P/E ratio of Firm Efficient Ltd. remains unchanged?
(iv) Calculate free float market capitalization of the merged firm.
Solution
Swap Ratio
Efficient Ltd. Healthy Ltd.
Market capitalization 500 lakhs 750 lakhs
No. of shares 10 lakhs 7.5 lakhs
Market Price per share ₹ 50 ₹ 100
P/E ratio 10 5
EPS ₹5 ₹ 20
Profit ₹ 50 lakh ₹ 150 lakh
Share capital ₹ 100 lakh ₹ 75 lakh
Reserves and surplus ₹ 300 lakh ₹ 165 lakh
Total ₹ 400 lakh ₹ 240 lakh
Book Value per share ₹ 40 ₹ 32
(i) Calculation of Swap Ratio

EPS 1 : 4 i.e. 4.0 x 40% 1.6

Book value 1 : 0.8 i.e. 0.8 x 25% 0.2
Market price 1 : 2 i.e. 2.0 x 35% 0.7
Total 2.5
Swap ratio is for every one share of Healthy Ltd., to issue 2.5 shares of Efficient Ltd. Hence,
total no. of shares to be issued 7.5 lakh x 2.5 = 18.75 lakh shares.
Promoter’s holding = 4.75 lakh shares + (5 x 2.5 = 12.5 lakh shares) = 17.25 lakh i.e. Promoter’s
holding % is (17.25 lakh / 28.75 lakh) x 100 = 60%.
Calculation of EPS, Market price, Market capitalization and free float market capitalization.
(ii) Total No. of shares 10 lakh + 18.75 lakh = 28.75 lakh
Total capital 100 lakh + 187.5 lakh = ₹ 287.5 lakh
EPS .
= .
= .
= ₹ 6.956
Expected market price EPS 6.956 x P/E 10 = ₹ 69.56

Market capitalization ₹ 69.56 per share x 28.75 lakh shares
₹ 1,999.85 lakh
Free float of market capitalization = ₹ 69.56 per share x (28.75 lakh x 40%)
= ₹ 799.94 lakh

Abhiman Ltd. is a subsidiary of Janam Ltd. and is acquiring Swabhiman Ltd. which is also a subsidiary
of Janam Ltd. The following information is given :
Abhiman Ltd. Swabhiman Ltd.
% Shareholding of promoter 50% 60%
Share capital ₹ 200 lacs 100 lacs
Free Reserves and surplus ₹ 900 lacs 600 lacs
Paid up value per share ₹ 100 10
Free float market capitalization ₹ 500 lacs 156 lacs
P/E Ratio (times) 10 4
Janam Ltd., is interested in doing justice to both companies. The following parameters have been
assigned by the Board of Janam Ltd., for determining the swap ratio:
Book value 25%
Earning per share
1.9 50%
Market price 25%
You are required to compute

(i) The swap ratio.
(ii) The Book Value, Earning Per Share and Expected Market Price of Swabhiman Ltd., (assuming
P/E Ratio of Abhiman remains the same and all assets and liabilities of Swabhiman Ltd. are
taken over at book value.)

Solution
Swap Ratio
Abhiman Ltd. Swabhiman Ltd.
(₹) (₹)
Share capital 200 lacs 100 lacs
Free reserves & surplus 900 lacs 600 lacs
Total 1100 lacs 700 lacs
No. of shares 2 lacs 10 lacs
Book value for share ₹ 550 ₹ 70
Promoters Holding 50% 60%
Non promoters holding 50% 40%
Free float market capitalization (Public) 500 lacs ₹ 156 lacs
Total Market Cap 1000 lacs 390 lacs
No. of shares 2 lacs 10 lacs
P/E ratio 10 4
EPS ₹ 50.00 ₹ 9.75
Calculation of SWAP Ratio

Book Value 1 : 0.1273 0.1273 x 25% 0.031825
EPS 1 : 0.195 0.195 x 50% 0.097500
Market Price 1 : 0.078 0.078 x 25% 0.019500
Total 0.148825
(i) SWAP Ratio is 0.148825 shares of Abhiman Ltd. for every share of Swabhiman Ltd.
Total No. of shares to be issued = 10 lakh x 0.148825 = 148825 shares
(ii) Book value, EPS & Market Price.
Total No. shares = 200000 + 148825 = 348825
Total capital = ₹ 200 lakh + ₹ 148.825 lac = ₹ 348.825 lac
Reserves = ₹ 900 lac + ₹ 551.175 lac = ₹ 1451.175 lac

₹ . ₹ .
Book value Per Share = .
= ₹ 516.02
or ₹ 516.02 x 0.148825 = ₹ 76.80
or = .
= .
= ₹ 516.02
₹ ₹ .
EPS = .
= .
= ₹ 56.62
or ₹ 56.62 x 0.148825 = ₹ 8.43
Expected market price = ₹ 56.62 x PE Ratio= ₹ 56.62 x 10 = ₹ 566.20
or ₹ 566.20 x 0.148825 = ₹ 84.26


The following information is provided relating to the acquiring company E Ltd., and the target
company H Ltd:
Particulars E Ltd. (₹) H Ltd. (₹)
Number of shares (Face value ₹ 10 each) 20 Lakhs 15 Lakhs
Market Capitalization 1000 Lakhs 1500 Lakhs
P/E Ratio (times) 10.00 5.00
Reserves and surplus in ₹ 600.00 Lakhs 330.00 Lakhs
Promoter's Holding (No. of shares) 9.50 Lakhs 10.00 Lakhs
The Board of Directors of both the companies have decided to give a fair deal to the shareholders.
Accordingly, the weights are decided as 40%, 25% and 35% respectively for earnings (EPS), book
value and market price of share of each company for swap ratio.
Calculate the following:

(i) Market price per share, earnings per share and Book Value per share;
(ii) Swap ratio;
(iii) Promoter's holding percentage after acquisition;
(iv) EPS of E Ltd. after acquisitions of H Ltd;
(v) Expected market price per share and market capitalization of E Ltd.; after acquisition,
assuming P/E ratio of E Ltd. remains unchanged; and
(vi) Free float market capitalization of the merged firm.
Solution
(i)
E Ltd. H Ltd.
Market capitalisation 1000 lakhs 1500 lakhs
No. of shares 20 lakhs 15 lakhs
Market Price per share ₹ 50 ₹ 100
P/E ratio 10 5
EPS ₹5 ₹ 20
Profit ₹ 100 lakh ₹ 300 lakh
Share capital ₹ 200 lakh ₹ 150 lakh
Reserves and surplus ₹ 600 lakh ₹ 330 lakh
Total ₹ 800 lakh ₹ 480 lakh
(ii) Calculation of Swap Ratio

EPS 1 : 4 i.e. 4.0 x 40% 1.6
Book value 1 : 0.8 i.e. 0.8 x 25% 0.2
Market price 1 : 2 i.e. 2.0 x 35% 0.7
Total 2.5
Swap ratio is for every one share of H Ltd., to issue 2.5 shares of E Ltd. Hence, total no. of
shares to be issued 15 lakh x 2.5 = 37.50 lakh shares
(iii) Promoter’s holding = 9.50 lakh shares + (10 x 2.5 = 25 lakh shares) = 34.50 lakh i.e. Promoter’s
holding % is (34.50 lakh / 57.50 lakh) x 100 = 60%

(iv) Calculation of EPS after merger
Total No. of shares 20 lakh + 37.50 lakh = 57.50 lakh
EPS .
= .
= .
= ₹ 6.956
(v) Calculation of Market price and Market capitalization after merger
Expected market price EPS 6.956 x P/E 10 = ₹ 69.56

Market capitalization = ₹ 69.56 per share x 57.50 lakh shares
= ₹ 3,999.70 lakh or ₹ 4,000 lakh
(vi) Free float of market capitalization = ₹ 69.56 per share x (57.50 lakh x 40%) = ₹ 1599.88 lakh
Question 26(Study Material TYK Q 20)/RTP May’20

The following information relating to the acquiring Company Abhiman Ltd. and the target Company
Abhishek Ltd. are available. Both the Companies are promoted by Multinational Company, Trident
Ltd. The promoter’s holding is 50% and 60% respectively in Abhiman Ltd. and Abhishek Ltd.:
Abhiman Ltd. Abhishek Ltd.
Share Capital (₹) 200 lakh 100 lakh
Free Reserve and Surplus (₹) 800 lakh 500 lakh
Paid up Value per share (₹) 100 10
Free float Market Capitalisation (₹) 400 lakh 128 lakh
P/E Ratio (times) 10 4
Trident Ltd. is interested to do justice to the shareholders of both the Companies. For the swap
ratio weights are assigned to different parameters by the Board of Directors as follows:
Book Value 25%
EPS (Earning per share) 50%
Market Price 25%
a) What is the swap ratio based on above weights?

b) What is the Book Value, EPS and expected Market price of Abhiman Ltd. after acquisition
of Abhishek Ltd. (assuming P.E. ratio of Abhiman Ltd. remains unchanged and all assets and
liabilities of Abhishek Ltd. are taken over at book value).
c) Calculate:
(i) Promoter’s revised holding in the Abhiman Ltd.
(ii) Free float market capitalization.
(iii) Also calculate No. of Shares, Earning per Share (EPS) and Book Value (B.V.), if after
acquisition of Abhishek Ltd., Abhiman Ltd. decided to :
1) Issue Bonus shares in the ratio of 1 : 2; and
2) Split the stock (share) as ₹ 5 each fully paid.
Solution

a) Swap Ratio
Abhiman Ltd. Abhishek Ltd.
Share Capital 200 Lakh 100 Lakh
Free Reserves 800 Lakh 500 Lakh
Total 1000 Lakh 600 Lakh
No. of Shares 2 Lakh 10 Lakh
Promoter’s holding 50% 60%
Non promoter’s holding 50% 40%
Free Float Market Cap. i.e. 400 Lakh 128 Lakh
Relating to Public’s holding
Hence Total market Cap. 800 Lakh 320 Lakh
No. of Shares 2 Lakh 10 Lakh
P/E Ratio 10 4
EPS 40 8
Profits (₹ 2 X 40 lakh) ₹ 80 lakh -
(₹ 8 X 10 lakh) - ₹ 80 lakh
Calculation of Swap Ratio:

Book Value 1 : 0.12 i.e. 0.12 x 25% 0.03
EPS 1 : 0.2 0.20 x 50% 0.10
Market Price 1 : 0.08 0.08 x 25% 0.02
Total 0.15
Swap ratio is for every one share of Abhishek Ltd., to issue 0.15 shares of Abhiman Ltd. Hence
total no. of shares to be issued.
10 Lakh x 0.15 = 1.50 lakh shares
b) Book Value, EPS & Market Price
Total No of Shares 2 Lakh + 1.5 Lakh = 3.5 Lakh
Total Capital ₹ 200 Lakh + ₹ 150 Lakh = ₹ 350 Lakh
Reserves ₹ 800 Lakh + ₹ 450 Lakh = ₹ 1,250 Lakh

₹ 350Lakh + ₹ 1250 Lakh
Book Value = ₹ 457.14 per share
3.5 Lakh
Total Profit ₹ 80 Lakh + ₹ 80 lakh ₹ 160 Lakh
EPS = = = ₹ 45.71
No. of share 3.5 Lakh 3.5
Expected Market Price EPS (₹ 45.71) x P/E Ratio (10) = ₹ 457.10
c)
(i) Promoter’s holding
Promoter’s Revised Abhiman 50% i.e. 1.00 Lakh shares
Holding Abhishek 60% i.e. 0.90 Lakh shares

Total 1.90 Lakh shares

Promoter’s % = 1.90/3.50 x 100 = 54.29%
(ii) Free Float Market Capitalisation
Free Float Market = (3.5 Lakh – 1.9 Lakh) x ₹ 457.10
Capitalisation = ₹ 731.36 Lakh
(iii) (a) & (b)
Revised Capital ₹ 350 Lakh + ₹ 175 Lakh = ₹ 525 Lakh
No. of shares before Split (F.V ₹ 100) 5.25 Lakh
No. of Shares after Split (F.V. ₹ 5) 5.25 x 20 = 105 Lakh
EPS 160 Lakh / 105 Lakh = 1.523
Book Value Cap. ₹ 525 Lakh + ₹ 1075 Lakh

No. of Shares = 105 Lakh
= ₹ 15.238 per share

R Ltd. and S Ltd. are companies that operate in the same industry. The financial statements of both
the companies for the current financial year are as follows:
Balance Sheet
Particulars R. Ltd. (₹) S. Ltd (₹)
Equity & Liabilities
Shareholders Fund
Equity Capital (₹ 10 each) 20,00,000 16,00,000
Retained earnings 4,00,000 -
Non - current Liabilities
16% Long term Debt 10,00,000 6,00,000
Current Liabilities 14,00,000 8,00,000
Total 48,00,000 30,00,000
Assets
Non – current Assets 20,00,000 10,00,000
Current Assets 28,00,000 20,00,000
Total 1.11 48,00,000 30,00,000
Income Statement
Particulars R. Ltd. (₹) S. Ltd. (₹)
A. Net Sales 69,00,000 34,00,000
B. Cost of Goods sold 55,20,000 27,20,000
C. Gross Profit (A-B) 13,80,000 6,80,00
D. Operating Expenses 4,00,000 2,00,000

E. Interest 1,60,000 96,000

F. Earnings before taxes [C-(D+E)] 8,20,000 3,84,000
G. Taxes @ 35% 2,87,000 1,34,400
H. Earnings After Tax (EAT) 5,33,000 2,49,600
Additional Information:
No. of equity shares 2,00,000 1,60,000
Dividend payment Ratio (D/P) 20% 30%
Assume that both companies are in the process of negotiating a merger through exchange of Equity
shares:
a) Decompose the share price of both the companies into EPS & P/E components. Also segregate
their EPS figures into Return On Equity (ROE) and Book Value / Intrinsic Value per share
components.
b) Estimate future EPS growth rates for both the companies.
c) Based on expected operating synergies, R Ltd. estimated that the intrinsic value of S Ltd.
Equity share would be ₹ 25 per share on its acquisition. You are required to develop a range
of justifiable Equity Share Exchange ratios that can be offered by R Ltd. to the
shareholders of S Ltd. Based on your analysis on parts (i) and (ii), would you expect the
negotiated terms to be closer to the upper or the lower exchange ratio limits and why?
Solution
a) Determination of EPS, P/E Ratio, ROE and BVPS of R Ltd. & S Ltd.
R Ltd. S Ltd.
EAT (₹) 5,33,000 2,49,600
N 200000 160000
EPS (EAT ÷ N) 2.665 1.56
Market Price Per Share 50 20
PE Ratio (MPS / EPS) 18.76 12.82
Equity Fund (Equity Value) 2400000 1600000
BVPS (Equity Value ÷ N) 12 10
ROE (EAT ÷ EF) or 0.2221 0.156
ROE (EAT ÷ EF) x 100 22.21% 15.60%
b) Determination of Growth Rate of EPS of R Ltd.& S Ltd.

R Ltd. S Ltd.
Retention Ratio (1 - D/P Ratio) 0.80 0.70
Growth Rate (ROE x Retention Ratio) or 0.1777 0.1092
Growth Rate (ROE x Retention Ratio) x 100 17.77% 10.92%
c) Justifiable equity share exchange ratio

(i) Market Price Based = MPSS / MPSR = ₹ 20 / ₹ 50 = 0.40 : 1 (lower limit)
(ii) Intrinsic Value Based = ₹ 25 / ₹ 50 = 0.50 : 1 (max. limit)

Since R Ltd. has higher EPS, PE, ROE and higher growth expectations the negotiated term would be
expected to be closer to the lower limit, based on existing share price.
Question 28(Study Material TYK Q 28)/MTP April’18/Similar Q asked in PP Jan’21

BA Ltd. and DA Ltd. both the companies operate in the same industry. The Financial statements of
both the companies for the current financial year are as follows:
Balance Sheet
Particulars BA Ltd. (₹) DA Ltd. (₹)
Current Assets 14,00,000 10,00,000
Fixed Assets (Net) 10,00,000 5,00,000
Total (₹) 24,00,000 15,00,000
Equity capital (₹ 10 each) 10,00,000 8,00,000
Retained earnings 2,00,000 --
14% long-term debt 5,00,000 3,00,00
Current liabilities 7,00,000 4,00,000
Total (₹) 24,00,000 15,00,000
Income Statement
BA Ltd. (₹) DA Ltd. (₹)
Net Sales 34,50,000 17,00,000
Cost of Goods sold 27,60,000 13,60,000
Gross profit 6,90,000 3,40,000
Operating expenses 2,00,000 1,00,000
Interest 70,000 42,000
Earnings before taxes 4,20,000 1,98,00
Taxes @ 50% 2,10,000 99,000
Earnings after taxes (EAT) 2,10,000 99,000
No. of Equity shares 1,00,000 80,000
Dividend payment ratio (D/P) 40% 60%
Assume that both companies are in the process of negotiating a merger through an exchange of
equity shares. You have been asked to assist in establishing equitable exchange terms and are
required to:
(i) Decompose the share price of both the companies into EPS and P/E components; and also
segregate their EPS figures into Return on Equity (ROE) and book value / intrinsic value per
share components.
(ii) Estimate future EPS growth rates for each company.
(iii) Based on expected operating synergies BA Ltd. estimates that the intrinsic value of DA’s
equity share would be ₹ 20 per share on its acquisition. You are required to develop a range
of justifiable equity share exchange ratios that can be offered by BA Ltd. to the
shareholders of DA Ltd. Based on your analysis in part (i) and (ii), would you expect the
negotiated terms to be closer to the upper, or the lower exchange ratio limits and why?

(iv) Calculate the post – merger EPS based on an exchange ratio of 0.4 : 1 being offered by BA
Ltd. and indicate the immediate EPS accretion or dilution, if any, that will occur for each
group of shareholders.
(v) Based on a 0.4 : 1 exchange ratio and assuming that BA Ltd.’s pre - merger P/E ratio will
continue after the merger, estimate the post - merger market price. Also show the resulting
accretion or dilution in pre - merger market prices.
Solution
Market price per share (MPS) = EPS x P/E ratio or P/E ratio = MPS / EPS
(i) Determination of EPS, P/E ratio, ROE and BVPS of BA Ltd. and DA Ltd.
BA Ltd. DA Ltd.
Earnings After Tax (EAT) ₹ 2,10,000 ₹ 99,000
No. of Shares (N) 100000 80000
EPS (EAT / N) ₹ 2.10 ₹ 1.2375
Market price per share (MPS) 40 15
P/E Ratio (MPS / EPS) 19.05 12.12
Equity Funds (EF) ₹ 12,00,000 ₹ 8,00,000
BVPS (EF / N) 12 10
ROE (EAT / EF) × 100 17.50% 12.37%
(ii) Estimation of growth rates in EPS for BA Ltd. and DA Ltd.
Retention Ratio (1 - D/P ratio) 0.6 0.4

Growth Rate (ROE × Retention Ratio) 10.50% 4.95%
(iii) Justifiable equity shares exchange ratio

(a) Intrinsic value based = ₹ 20 / ₹ 40 = 0.5:1 (upper limit)
(b) Market price based = MPSDA / MPSBA = ₹ 15 / ₹ 40 = 0.375:1 (lower limit)
Since, BA Ltd. has a higher EPS, ROE, P/E ratio and even higher EPS growth expectations, the
negotiable terms would be expected to be closer to the lower limit, based on the existing share
prices.
(iv) Calculation of Post – merger EPS and its effects
Particulars BA Ltd. DA Ltd. Combined

EAT (₹) (i) 2,10,000 99,000 3,09,000
Share outstanding (ii) 100000 80000 132000*
EPS (₹) (i) / (ii) 2.1 1.2375 2.341
EPS Accretion (Dilution) (Re.) 0.241 (0.301***)
(v) Estimation of Post – merger Market price and other effects

Particulars BA Ltd. DA Ltd. Combined
EPS (₹) (i) 2.1 1.2375 2.341

P/E Ratio (ii) 19.05 12.12 19.05
MPS (₹) (i) / (ii) 40 15 44.6

* MPS Accretion (₹) 4.6 2.84***
Shares outstanding (combined) = 100000 shares + (0.40 × 80000) = 132000 shares
** EPS claim per old share = ₹ 2.34 × 0.4 ₹ 0.936

EPS dilution = ₹ 1.2375 – ₹ 0.936 ₹ 0.3015
***S claim per old share (₹ 44.60 × 0.4) ₹ 17.84
Less: MPS per old share ₹ 15.00
₹ 2.84
Question 29(Study Material TYK Q 25)/RTP Nov’22

AFC Ltd. wishes to acquire BCD Ltd. The shares issued by the two companies are 10,00,000 and
5,00,000 respectively:
(i) Calculate the increase in the total value of BCD Ltd. resulting from the acquisition on the
basis of the following conditions:
Current expected growth rate of BCD Ltd. 7%
Expected growth rate under control of AFC Ltd., (without any 8%
additional capital investment and without any change in risk of
operations)
Current Market price per share of AFC Ltd. ₹ 100
Current Market price per share of BCD Ltd. ₹ 20
Expected Dividend per share of BCD Ltd. ₹ 0.60
(ii) On the basis of aforesaid conditions calculate the gain or loss to shareholders of both the
companies, if AFC Ltd. were to offer one of its shares for every four shares of BCD Ltd.
(iii) Calculate the gain to the shareholders of both the Companies, if AFC Ltd. pays ₹ 22 for each
share of BCD Ltd., assuming the P/E Ratio of AFC Ltd. does not change after the merger.
EPS of AFC Ltd. is ₹ 8 and that of BCD is ₹ 2.50. It is assumed that AFC Ltd. invests its
cash to earn 10%.
Solution
(i) For BCD Ltd., before acquisition
The cost of capital of BCD Ltd. may be calculated by using the following formula:
Dividend
+ Growth %
Price
Cost of Capital i.e., Ke = (0.60 / 20) + 0.07 = 0.10
After acquisition g (i.e. growth) becomes 0.08
Therefore, price per share after acquisition = 0.60 / (0 10-0.08) = ₹ 30
The increase in value therefore is = ₹ (30 - 20) x 5,00,000 = ₹ 50,00,000/-
(ii) To shareholders of BCD Ltd. the immediate gain is ₹ 100 – ₹ 20 x 4 = ₹ 20 per share

The gain can be higher if price of shares of AFC Ltd. rise following merger which they should
undertake.
To AFC Ltd. shareholders (₹ (In lakhs)
Value of Company now 1,000
Value of BCD Ltd. 150
1,150
No. of shares 11.25
Therefore,Value per share 1150 / 11.25 = ₹ 102.22
Gain to shareholders of BCD Ltd. = ₹ 102.22 – ₹ (4 x 20) = ₹ 22.22
Gain to shareholders of AFC Ltd. = ₹ 102.22 – ₹ 100.00 = ₹ 2.22
(iii) Gain to shareholders of AFC Ltd:

Earnings of BCD Ltd. (5,00,000 x 2.50) ₹ 12,50,000/-
Less: Loss of earning in cash (5,00,000 x ₹ 22 x 0.10) ₹ 11,00,000/-
Net Earning ₹ 1,50,000/-
Number of shares 10,00,000
Net increase in earning per share 0.15
P/E ratio of AFC Ltd. = 100 / 8 = 12.50
Therefore, Gain per share of shareholders of AFC Ltd. = 0.15 x 12.50 = ₹ 1.88
Gain to the shareholders of BCD Ltd. ₹ (22-20) = ₹ 2/- per share

Post – Merger Earnings ₹ 81,50,000
(10,00,000 x ₹ 8 + 5,00,000 x ₹ 2.5 – 11,00,000)
EPS after Merger
, , ₹ 8.15
, ,
PE Ratio 12.50
Post – Merger Price of Share (₹ 8.15 x 12.50) ₹ 101.875
Less: Price before merger ₹ 100.00
₹ 1.875
Say ₹ 1.88
Question 30(Study Material TYK Q 24)/RTP May’19/MTP March’18/MTP Oct’22

Reliable Industries Ltd. (RIL) is considering a takeover of Sunflower Industries Ltd. (SIL). The
particulars of 2 companies are given below:
Particulars Reliable Industries Ltd Sunflower Industries Ltd.
Earnings After Tax (EAT) ₹ 20,00,000 ₹ 10,00,000
Equity shares O/s 10,00,000 10,00,000
Earnings per share (EPS) 2 1
PE Ratio (Times) 10 5
Required:

(i) What is the market value of each Company before merger?

(ii) Assume that the management of RIL estimates that the shareholders of SIL will accept an
offer of one share of RIL for four shares of SIL. If there are no synergic effects, what is
the market value of the Post - merger RIL? What is the new price per share? Are the
shareholders of RIL better or worse off than they were before the merger?
(iii) Due to synergic effects, the management of RIL estimates that the earnings will increase
by 20%. What are the new post – merger EPS and Price per share? Will the shareholders be
better off or worse off than before the merger?
Solution
(i) Market value of Companies before Merger

Particulars RIL SIL
EPS ₹2 Re.1
P/E Ratio 10 5
Market Price Per Share ₹ 20 ₹5
Equity Shares 10,00,000 10,00,000
Total Market Value 2,00,00,000 50,00,000
(ii) Post – Merger Effects on RIL

₹
Post – merger earnings 30,00,000
Exchange Ratio (1:4)
No. of equity shares o/s (10,00,000 + 2,50,000) 12,50,000
EPS: 30,00,000 / 12,50,000 2.4
PE Ratio 10
Market Value 10 x 2.4 24
Total Value (12,50,000 x 24) 3,00,00,000
Gains From Merger: ₹
Post-Merger Market Value of the Firm 3,00,00,000
Less: Pre-Merger Market Value
RIL 2,00,00,000
SIL 50,00,000 2,50,00,000
Total gains from Merger 50,00,000
Apportionment of Gains between the Shareholders:
Particulars RIL (₹) SIL (₹)

Post – Merger Market Value:
10,00,000 x 24 2,40,00,000 --
2,50,000 x 24 - 60,00,000
Less: Pre – Merger Market Value 2,00,00,000 50,00,000
Gains from Merger: 40,00,000 10,00,000
Thus, the shareholders of both the companies (RIL + SIL) are better off than before

(iii) Post – Merger Earnings:
Increase in Earnings by 20%
New Earnings: ₹ 30,00,000 x (1+0.20) ₹ 36,00,000
No. of equity shares outstanding: 12,50,000
EPS (₹ 36,00,000 / 12,50,000) ₹ 2.88
PE Ratio 10
Market Price Per Share: = ₹ 2.88 x 10 ₹ 28.80
Therefore, Shareholders will be better – off than before the merger situation.
Question 31(Study Material TYK Q 31)/MTP Sep’22

The equity shares of XYZ Ltd. are currently being traded at ₹ 24 per share in the market. XYZ
Ltd. has total 10,00,000 equity shares outstanding in number; and promoters’ equity holding in the
company is 40%.
PQR Ltd. wishes to acquire XYZ Ltd. because of likely synergies. The estimated present value of
these synergies is ₹ 80,00,000.
Further PQR feels that management of XYZ Ltd. has been over paid. With better motivation, lower
salaries and fewer perks for the top management, will lead to savings of ₹ 4,00,000 p.a. Top
management with their families are promoters of XYZ Ltd. Present value of these savings would
add ₹ 30,00,000 in value to the acquisition.
Following additional information is available regarding PQR Ltd.:

Earnings Per Share ₹4
Total number of equity shares outstanding 15,00,000
Market price of equity share ₹ 40
Required:
(i) What is the maximum price per equity share which PQR Ltd. can offer to pay for XYZ Ltd.?
(ii) What is the minimum price per equity share at which the management of XYZ Ltd. will be
willing to offer their controlling interest?
Solution
(i) Calculation of maximum price per share at which PQR Ltd. can offer to pay for XYZ Ltd.’s share
Market Value (10,00,000 x ₹ 24) ₹ 2,40,00,000
Synergy Gain ₹ 80,00,000
Saving of Overpayment ₹ 30,00,000
₹ 3,50,00,000
Maximum Price (₹ 3,50,00,000 / 10,00,000) ₹ 35
Let ER be the swap ratio then,

24 × 10,00,000 + 40 × 15,00,0000 + 80,00,000 + 30,00,000

40 =
15,00,000 + 10,00,000 × ER
ER = 0.875
MP = PE x EPS x ER= × ₹ 4 × 0.875 = ₹ 35
(ii) Calculation of minimum price per share at which the management of XYZ Ltd.’s will be willing to
offer their controlling interest
Value of XYZ Ltd.’s Management Holding (40% of 10,00,000 x ₹ 24) ₹ 96,00,000
Add: PV of loss of remuneration to top management ₹ 30,00,000
₹ 1,26,00,000
No. of Shares 4,00,000
Minimum Price (₹ 1,26,00,000 / 4,00,000) ₹ 31.50
Question 32(Old PM)

Bank 'R' was established in 2005 and doing banking in India. The bank is facing DO OR DIE situation.
There are problems of Gross NPA (Non – Performing Assets) at 40% & CAR / CRAR (Capital
Adequacy Ratio / Capital Risk Weight Asset Ratio) at 4%. The net worth of the bank is not good.
Shares are not traded regularly. Last week, it was traded @ ₹ 8 per share.
RBI Audit suggested that bank has either to liquidate or to merge with other bank.
Bank 'P' is professionally managed bank with low gross NPA of 5%. It has Net NPA as 0% and CAR
at 16%. Its share is quoted in the market @ ₹ 128 per share. The board of directors of bank ' P '
has submitted a proposal to RBI for takeover of bank 'R' on the basis of share exchange ratio.
The Balance Sheet details of both the banks are as follows:

Bank ‘R’ Amt. in ₹ Bank ‘P’ Amt. In ₹ lacs
lacs
Paid up share capital (F.V. ₹ 10 each) 140 500
Reserves & Surplus 70 5,500
Deposits 4,000 40,000
Other liabilities 890 2,500
Total Liabilities 5,100 48,500
Cash in hand & with RBI 400 2,500
Balance with other banks - 2,000
Investments 1,100 15,000
Advances 3,500 27,000
Other Assets 100 2,000
Total Assets 5,100 48,500
It was decided to issue shares at Book Value of Bank 'P' to the shareholders of Bank 'R'. All assets
and liabilities are to be taken over at Book Value.
For the swap ratio, weights assigned to different parameters are as follows:

Gross NPA 30%

CAR 20%
Market price 40%
Book value 10%
a) What is the swap ratio based on above weights?

b) How many shares are to be issued?
c) Prepare Balance Sheet after merger.
d) Calculate CAR & Gross NPA % of Bank 'P' after merger.
Solution
a) Swap Ratio
Gross NPA 5: 40 i.e. 5 / 40 x 30% = 0.0375
CAR 4: 16 i.e. 4 / 16 x 20% = 0.0500
Market Price 8 : 128 i.e. 8 / 128 x 40% = 0.025
Book Value Per Share 15 : 120 i.e. 15 / 120 x 10% = 0.0125
0.125
Thus, for every 1 share of Bank ‘R’ 0.125 share of Bank ‘P’ shall be issued.
b) No. of equity shares to be issued:

₹ 140 lac
× 0.125 = 1.75 lac shares
₹ 10
c) Balance Sheet after Merger
Calculation of Capital Reserve

Book Value of Shares ₹ 210.00 lac
Less: Value of Shares issued ₹ 17.50 lac
Capital Reserve ₹ 192.50 lac
Balance Sheet
₹ lac ₹ lac
Paid up Share Capital 517.50 Cash in Hand & RBI 2900.00
Reserves & Surplus 5500.00 Balance with other banks 2000.00
Capital Reserve 192.50 Investment 16100.00
Deposits 44000.00 Advances 30500.00
Other Liabilities 3390.00 Other Assets 2100.00
53600.00 53600.00
d) Calculation CAR & Gross NPA % of Bank ‘P’ after merger
CAR/CRWAR =

Bank ‘R’ Bank ‘P’ Merged

CAR (Given) 4% 16%
Total Capital ₹ 210 lac ₹ 6000 lac ₹ 6210 lac
Risky Weighted Assets ₹ 5250 lac ₹ 37500 lac ₹ 42750 lac
₹
CAR = = 14.53%
₹
GNPA Ratio = × 100
Bank ‘R’ Bank ‘P’ Merged

GNPA (Given) 0.40 0.05
GNPA GNPA
0.40 = 0.40 =
₹ 3500 lac ₹ 27000 lac
Gross NPA ₹ 1400 lac ₹ 1350 lac ₹ 2750 lac
Question 33(Old PM)/Similar Q asked in MTP Oct’21

AB Ltd., is planning to acquire and absorb the running business of XY Ltd. The valuation is to be
based on the recommendation of merchant bankers and the consideration is to be discharged in the
form of equity shares to be issued by AB Ltd. As on 31.3.2006, the paid – up capital of AB Ltd.
consists of 80 lakhs shares of ₹ 10 each. The highest and the lowest market quotation during the
last 6 months were ₹ 570 and ₹ 430. For the purpose of the exchange, the price per share is to be
reckoned as the average of the highest and lowest market price during the last 6 months ended on
31.3.06.
XY Ltd.’s Balance Sheet as at 31.3.2006 is summarised below:

₹ lakhs
Sources
Share Capital
20 lakhs equity shares of ₹ 10 each fully paid 200
10 lakhs equity shares of ₹ 10 each, ₹ 5 paid 50
Loans 100
Total 350
Uses
Fixed Assets (Net) 150
Net Current Assets 200
350
An independent firm of merchant bankers engaged for the negotiation, have produced the following
estimates of cash flows from the business of XY Ltd.:
Year ended By way of ₹ lakhs
31.3.07 after tax earnings for equity 105
31.3.08 do 120

31.3.09 Do 125
31.3.10 Do 120
31.3.11 Do 100
Terminal Value estimate 200
It is the recommendation of the merchant banker that the business of XY Ltd. may be valued on
the basis of the average of (i) Aggregate of discounted cash flows at 8% and (ii) Net assets value.
Present value factors at 8% for years
1-5: 0.93 0.86 0.79 0.74 0.68

(i) Calculate the total value of the business of XY Ltd.
(ii) The number of shares to be issued by AB Ltd.; and
(iii) The basis of allocation of the shares among the shareholders of XY Ltd.
Solution
Price / share of AB Ltd. for determination of number of shares to be issued = (₹ 570 + ₹ 430) / 2 =
₹ 500
Value of XY Ltd based on future cash flow capitalization

(105 x 0.93) + (120 x 0.86) + (125 x 0.79) + (120 x 0.74) x (300 x 0.68) ₹ lakhs 592.40
Value of XY Ltd based on net assets ₹ lakhs 250.00
Average value (592.40 + 250) / 2 421.20
No. of shares in AB Ltd to be issued ₹ 4,21,20,000 / 500 Nos. 84240
Basis of allocation of shares
Fully paid equivalent shares in XY Ltd. (20 + 5) lakhs 2500000
Distribution to fully paid shareholders 84240 x 20 / 25 67392
Distribution to partly paid shareholders 84240 - 67392 16848
Question 34(Study Material-Corporate Valuation TYK Q 4)/Study Material TYK Q 23)

H Ltd. agrees to buy over the business of B Ltd. effective 1st April, 2012.The summarized Balance
Sheets of H Ltd. and B Ltd. as on 31st March 2012 are as follows:
Balance sheet as at 31st March, 2012 (In Crores of Rupees)

Liabilities: H. Ltd B. Ltd.
Paid up Share Capital
-Equity Shares of `100 each 350.00
-Equity Shares of `10 each 6.50
Reserve & Surplus 950.00 25.00
Total 1,300.00 31.50
Assets:
Net Fixed Assets 220.00 0.50
Net Current Assets 1,020.00 29.00
Deferred Tax Assets 60.00 2.00
Total 1,300.00 31.50

H Ltd. proposes to buy out B Ltd. and the following information is provided to you as part of the
scheme of buying:
a) The weighted average post tax maintainable profits of H Ltd. and B Ltd. for the last 4 years
are ₹ 300 crores and ₹ 10 crores respectively.
b) Both the companies envisage a capitalization rate of 8%.
c) H Ltd. has a contingent liability of ₹ 300 crores as on 31st March, 2012.
d) H Ltd. to issue shares of ₹ 100 each to the shareholders of B Ltd. in terms of the exchange
ratio as arrived on a Fair Value basis. (Please consider weights of 1 and 3 for the value of
shares arrived on Net Asset basis and Earnings capitalization method respectively for both
H Ltd. and B Ltd.)
You are required to arrive at the value of the shares of both H Ltd. and B Ltd. under:
(i) Net Asset Value Method
(ii) Earnings Capitalisation Method
(iii) Exchange ratio of shares of H Ltd. to be issued to the shareholders of B Ltd. on a Fair value
basis (taking into consideration the assumption mentioned in point 4 above.)
Solution
(i) Net asset value

H Ltd. ₹ 1300 crores − ₹ 300 crores
= ₹ 285.71
3.50 crores
B Ltd. ₹ 31.50 crores
= ₹ 48.46
0.65 crores
(ii) Earning capitalization value

H Ltd. ₹ / .
= ₹ 1071.43*
.
B Ltd. ₹ 10 crores/ 0.08

= ₹ 192.31
0.65 crores
* Alternatively, Contingent Liability can also be deducted from this Valuation.
(iii) Fair value

H Ltd. ₹ 285.71 × 1 + ₹ 1071.43 × 3
= ₹ 875
4
B Ltd. ₹ 48.46 × 1 + ₹ 192.31 × 3
= ₹ 156.3475
4
Exchange ratio ₹ 156.3475 / ₹ 875 = 0.1787
H Ltd should issue its 0.1787 share for each share of B Ltd.
Note: In above Solution it has been assumed that the contingent liability will materialize at its
full amount.

Question 35(Study Material TYK Q 21)/RTP May’18/MTP Oct’18/PP Nov’18

T Ltd. and E Ltd. are in the same industry. The former is in negotiation for acquisition of the latter.
Important information about the two companies as per their latest financial statements is given
below:
T Ltd. E Ltd.
₹ 10 Equity shares outstanding 12 Lakhs 6 Lakhs
Debt:
10% Debentures (₹ Lakhs) 580 --
12.5% Institutional Loan (₹ Lakhs) -- 240
Earning before interest, depreciation and tax (EBIDAT) (₹ Lakhs)400.86 115.71
Market Price / share (₹) 220.00 110.00
T Ltd. plans to offer a price for E Ltd., business as a whole which will be 7 times EBIDAT reduced
by outstanding debt, to be discharged by own shares at market price.
E Ltd. is planning to seek one share in T Ltd. for every 2 shares in E Ltd. based on the market price.
Tax rate for the two companies may be assumed as 30%.
Calculate and show the following under both alternatives – T Ltd.'s offer and E Ltd.'s plan:
(i) Net consideration payable.
(ii) No. of shares to be issued by T Ltd.
(iii) EPS of T Ltd. after acquisition.
(iv) Expected market price per share of T Ltd. after acquisition.
(v) State briefly the advantages to T Ltd. from the acquisition.
Note: Calculations (except EPS) may be rounded off to 2 decimals in lakhs.
Solution
As per T Ltd.’s Offer

₹ in lakhs
(i) Net Consideration Payable
7 times EBIDAT, i.e. 7 x ₹ 115.71 lakh 809.97
Less: Debt 240.00
569.97
(ii) No. of shares to be issued by T Ltd

₹ 569.97 lakh / ₹ 220 (rounded off) (Nos.) 2,59,000
(iii) EPS of T Ltd after acquisition

Total EBIDT (₹ 400.86 lakh + ₹ 115.71 lakh) 516.57
Less: Interest (₹ 58 lakh + ₹ 30 lakh) 88.00
428.57
Less: 30% Tax 128.57
Total earnings (NPAT) 300.00
Total no. of shares outstanding 14.59 lakh
(12 lakh + 2.59 lakh)

EPS (₹ 300 lakh / 14.59 lakh) ₹ 20.56
(iv) Expected Market Price:

Pre – acquisition P/E multiple:
EBIDAT (₹ in lakhs) 400.86
Less: Interest (580 X 10) (₹ in lakhs) 58.00
100
342.86
Less: 30% Tax (₹ in lakhs) 102.86
EAT (₹ in lakhs) 240.00
No. of shares (lakhs) 12.00
EPS ₹ 20.00
Hence, PE multiple 220/20 11
Expected market price after acquisition (₹ 20.56 x 11) ₹ 226.16
As per E Ltd’s Plan
₹ in lakhs
(i) Net consideration payable
6 lakhs shares x ₹ 110 660
(ii) No. of shares to be issued by T Ltd

₹ 660 lakhs ÷ ₹ 220 3 lakh
(iii) EPS of T Ltd after Acquisition

NPAT (as per earlier calculations) 300.00
Total no. of shares outstanding (12 lakhs + 3 lakhs) 15 lakh
Earning Per Share (EPS) ₹ 300 lakh / 15 lakh ₹ 20.00
(iv) Expected Market Price (₹ 20 x 11) 220.00
Advantages of Acquisition to T Ltd

Since the two companies are in the same industry, the following advantages could accrue:
- Synergy, cost reduction and operating efficiency.
- Better market share.
- Avoidance of competition

The following information is relating to Fortune India Ltd. having two division, viz. Pharma Division
and Fast – Moving Consumer Goods Division (FMCG Division). Paid up share capital of Fortune India
Ltd. is consisting of 3,000 Lakhs equity shares of Re. 1 each. Fortune India Ltd. decided to de –
merge Pharma Division as Fortune Pharma Ltd. w.e.f. 1.4.2009. Details of Fortune India Ltd. as on
31.3.2009 and of Fortune Pharma Ltd. as on 1.4.2009 are given below:

Particulars Fortune Pharma Ltd. Fortune India Ltd.

₹ ₹
Outside Liabilities
Secured Loans 400 lakh 3,000 lakh
Unsecured Loans 2,400 lakh 800 lakh
Current Liabilities & Provisions 1,300 lakh 21,200 lakh
Assets
Fixed Assets 7,740 lakh 20,400 lakh
Investments 7,600 lakh 12,300 lakh
Current Assets 8,800 lakh 30,200 lakh
Loans & Advances 900 lakh 7,300 lakh
Deferred tax / Misc. Expenses 60 lakh (200) lakh
Board of Directors of the Company have decided to issue necessary equity shares of Fortune Pharma
Ltd. of Re. 1 each, without any consideration to the shareholders of Fortune India Ltd. For that
purpose following points are to be considered:
a) Transfer of Liabilities & Assets at Book value.
b) Estimated Profit for the year 2009-10 is ₹ 11,400 Lakh for Fortune India Ltd. & ₹ 1,470
lakhs for Fortune Pharma Ltd.
c) Estimated Market Price of Fortune Pharma Ltd. is ₹ 24.50 per share.
d) Average P/E Ratio of FMCG sector is 42 & Pharma sector is 25, which is to be expected for
both the companies.
Calculate:
1) The Ratio in which shares of Fortune Pharma are to be issued to the shareholders of Fortune
India Ltd.
2) Expected Market price of Fortune India (FMCG) Ltd.
3) Book Value per share of both the Companies immediately after Demerger.
Solution
Share holders’ funds (₹ Lakhs)
Particulars Fortune India Ltd. Fortune Pharma Ltd. Fortune India (FMCG) Ltd.
Assets 70,000 25,100 44,900
Outside liabilities 25,000 4,100 20,900
Net worth 45,000 21,000 24,000
1) Calculation of Shares of Fortune Pharma Ltd. to be issued to shareholders of Fortune India Ltd.
Fortune Pharma Ltd.
Estimated Profit (₹ in lakhs) 1,470
Estimated market price (₹) 24.5
Estimated P/E 25
Estimated EPS (₹) 0.98
No. of shares lakhs 1,500

Hence, Ratio is 1 share of Fortune Pharma Ltd. for 2 shares of Fortune India Ltd.
OR for 0.50 share of Fortune Pharma Ltd. for 1 share of Fortune India Ltd.
2) Expected market price of Fortune India (FMCG) Ltd.

Fortune India (FMCG) Ltd.
Estimated Profit (₹ in lakhs) 11,400
No. of equity shares (₹ in lakhs) 3,000
Estimated EPS (₹) 3.8
Estimated P/E 42
Estimated market price (₹) 159.60
3) Book Value Per Share

Fortune Pharma Ltd. Fortune India (FMCG) Ltd.
Net worth (₹ in lakhs) 21,000 24,000
No. of shares (₹ in lakhs) 1,500 3,000
Book value of shares ₹ 14 ₹8
Question 37(Study Material TYK Q 30)/Similar Q asked in PP Jan’21)

M/s Tiger Ltd. wants to acquire M/s. Leopard Ltd. The balance sheet of Leopard Ltd. as on 31st
March, 2012 is as follows:
Liabilities ₹ Assets ₹
Equity Capital (70,000 shares) 7,00,000 Cash 50,000
Retained earnings 3,00,000 Debtors 70,000
12% Debentures 3,00,000 Inventories 2,00,000
Creditors and other liabilities 3,20,000 Plants & Eqpt. 13,00,000
16,20,000 16,20,000
(i) Shareholders of Leopard Ltd. will get one share in Tiger Ltd. for every two shares. External
liabilities are expected to be settled at ₹ 5,00,000. Shares of Tiger Ltd. would be issued at
its current price of ₹ 15 per share. Debenture holders will get 13% convertible debentures
in the purchasing company for the same amount. Debtors and inventories are expected to
realize ₹ 2,00,000.
(ii) Tiger Ltd. has decided to operate the business of Leopard Ltd. as a separate division. The
division is likely to give cash flows (after tax) to the extent of ₹ 5,00,000 per year for 6
years. Tiger Ltd. has planned that, after 6 years, this division would be demerged and
disposed of for ₹ 2,00,000.
(iii) The company’s cost of capital is 16%.
Make a report to the Board of the company advising them about the financial feasibility of this
acquisition.
Net present values for 16% for ₹ 1 are as follows:
Years 1 2 3 4 5 6
PV 0.862 0.743 0.641 0.552 0.476 0.410

Solution
Calculation of Purchase Consideration
₹
Issue of Share 35000 x ₹ 15 5,25,000
External Liabilities settled 5,00,000
13% Debentures 3,00,000
13,25,000
Less: Realization of Debtors and Inventories 2,00,000
Cash 50,000
10,75,000
Net Present Value = PV of Cash Inflow + PV of Demerger of Leopard Ltd. – Cash Outflow
= ₹ 5,00,000 PVAF (16%,6) + ₹ 2,00,000 PVF (16%, 6) – ₹ 10,75,000
= ₹ 5,00,000 x 3.684 + ₹ 2,00,000 x 0.410 – ₹ 10,75,000
= ₹ 18,42,000 + ₹ 82,000 – ₹ 10,75,000
= ₹ 8,49,000
Since NPV of the decision is positive it is advantageous to acquire Leopard Ltd.
Question 38(Old PM)

ABC, a large business house is planning to sell its wholly owned subsidiary KLM. Another large
business entity XYZ has expressed its interest in making a bid for KLM. XYZ expects that after
acquisition the annual earning of KLM will increase by 10%.
Following information, ignoring any potential synergistic benefits arising out of possible acquisitions,
are available:
(i) Profit after tax for KLM for the financial year which has just ended is estimated to be ₹ 10
crore.
(ii) KLM's after – tax profit has an increasing trend of 7% each year and the same is expected
to continue.
(iii) Estimated post tax market return is 10% and risk – free rate is 4%. These rates are
expected to continue.
(iv) Corporate tax rate is 30%.
XYZ ABC Proxy entity for KLM in the

same line of business
No. of shares 100 lakhs 80 lakhs --
Current share price ₹ 287 ₹ 375 --
Dividend pay out 40% 50% 50%
Debt : Equity at market values 1:2 1:3 1:4
P/E ratio 10 13 12
Equity beta 1 1. 1 1.1

Assume gearing level of KLM to be the same as for ABC and a debt beta of zero.
You are required to calculate:

a) Appropriate cost of equity for KLM based on the data available for the proxy entity.
b) A range of values for KLM both before and after any potential synergistic benefits to XYZ
of the acquisition.
Solution
a) β ungeared for the proxy company = 1.1 x 4 / [ 4 + (1 – 0.3)] = 0.9362
0.9362 = β equity geared x 3 / [ 3 + (1 - 0.3)]
β equity geared = 1.1546
Cost of equity = 0.04 + 1.1546 x (0.1 – 0.04) = 10.93%
b) P/E valuation
(Based on earning of ₹ 10 Crore)
Using proxy Using XYZ’s
Entity’s P/E P/E
Pre synergistic value 12 x ₹ 10 Crore 10 X ₹ 10 Crore
= ₹ 120 Crore = ₹ 100 Crore
Post synergistic value 12 x ₹ 10 Crore x 1.1 10 x ₹ 10 Crore X 1.1
= ₹ 132 Crore = ₹ 110 Crore
Dividend valuation model

Based on 50% payout Based on 40% payout
Pre synergistic value 0.5 x 10 x 1.07 0.4 x 10 x 1.07
0.1093 - 0.07 0.1093 - 0.07
= ₹ 136.13 Crore =₹ 108.91 Crore
Post synergistic value 0.5 x 10 x 1.1 x 1.07 0.4 x 10 x 1.1 x 1.07

0.1093 - 0.07 0.1093 - 0.07
= ₹ 149.75 Crore = ₹ 119.79 Crore
Range of valuation
Pre synergistic ₹ 100 Crore ₹ 136.13 Crore
Post synergistic ₹ 110 Crore ₹ 149.75 Crore
Question 39(Study Material TYK Q 29)(MTP Oct’19)

During the audit of the Weak Bank (W), RBI has suggested that the Bank should either merge with
another bank or may close down. Strong Bank (S) has submitted a proposal of merger of Weak Bank
with itself. The relevant information and Balance Sheets of both the companies are as under:
Particulars Weak Bank (W) Strong Bank (S) Assigned Weights (%)
Gross NPA (%) 40 5 30
Capital Adequacy Ratio (CAR) 5 16 28
Total Cap/Risk Weighted Assets

Market price per Share (MPS) 12 96 32

Book value 10
Trading on Stock Exchange Irregular Frequent
Balance Sheet (₹ in lakhs)

Particulars Weak Bank (W) Strong Bank (S)
Paid up Share Capital (₹ 10 per share) 150 500
Reserves & Surplus 80 5,500
Deposits 4,000 44,000
Other Liabilities 890 2,500
Total Liabilities 5,120 52,500
Cash in Hand & with RBI 400 2,500
Balance with Other Banks - 2,000
Investments 1,100 19,000
Advances 3,500 27,000
Other Assets 70 2,000
Preliminary Expenses 50 -
Total Assets 5,120 52,500
You are required to

a) Calculate Swap ratio based on the above weights:
b) Ascertain the number of Shares to be issued to Weak Bank;
c) Prepare Balance Sheet after merger; and
d) Calculate CAR and Gross NPA of Strong Bank after merger.
Solution
a) Swap Ratio
Gross NPA 5:40 5 / 40 x 30% 0.0375

CAR 5:16 5 / 16 x 28% 0.0875
Market Price 12:96 12 / 96 x 32% 0.0400
Book Value Per Share 12:120 12 / 120 x 10% 0.0100
0.1750
Thus, for every share of Weak Bank, 0.1750 share of Strong Bank shall be issued.
Calculation of Book Value Per Share

Particulars Weak Bank (W) Strong Bank (S)
Share Capital (₹ Lakhs) 150 500
Reserves & Surplus (₹ Lakhs) 80 5,500
230 6,000
Less: Preliminary Expenses (₹ Lakhs) 50 --
Net Worth or Book Value (₹ Lakhs) 180 6,000
No. of Outstanding Shares (Lakhs) 15 50
Book Value Per Share (₹) 12 120

b) No. of equity shares to be issued:
150
× 0.1750 = 2.625 lakh shares
10
c) Balance Sheet after Merger
Calculation of Capital Reserve

Book Value of Shares ₹ 180.00 lac
Less: Value of Shares issued ₹ 26.25 lac
Capital Reserve ₹ 153.75 lac
Balance Sheet
₹ lac ₹ lac
Paid up Share Capital 526.25 Cash in Hand & RBI 2900.00
Reserves & Surplus 5500.00 Balance with other banks 2000.00
Capital Reserve 153.75 Investment 20100.00
Deposits 48000.00 Advances 30500.00
Other Liabilities 3390.00 Other Assets 2070.00
57570.00 57570.00
d) Calculation CAR & Gross NPA % of Bank ‘S’ after merger
CAR / CRWAR =
Weak Bank Strong Bank Merged

5% 16%
Total Capital ₹ 180 lac ₹ 6000 lac ₹ 6180 lac
Risky Weighted Assets ₹ 3600 lac ₹ 37500 lac ₹ 41100 lac
CAR = × 100 = 15.04%
GNPA Ratio = × 100
Weak Bank Strong Bank Merged

GNPA (Given) 0.40 0.05
0.40 = GNPAR 0.05 = GNPAS
₹ 3500 lac ₹ 27000 lac
Gross NPA ₹ 1400 lac ₹ 1350 lac ₹ 2750 lac

RTP, MTP & PREVIOUS YEAR QUESTIONS
Question 1(RTP Nov’20/MTP Aug’18)

The following is the Balance-sheet of Grape Fruit Company Ltd as at March 31st 2019.
Liabilities (₹ in lakhs) Assets (₹ in lakhs)
Equity shares of ₹ 100 each 600 Land and Building 200
14% preference shares of 200 Plant and Machinery 300
₹ 100/- each
13% Debentures 200 Furniture and Fixtures 50
Debenture interest accrued and 26 Inventory 150
payable
Loan from bank 74 Sundry debtors 70
Trade creditors 340 Cash at bank 130
Preliminary expenses 10
Cost of issue of debentures 5
Profit and Loss account 525
1440 1440
The Company did not perform well and has suffered sizable losses during the last few years.
However, it is felt that the company could be nursed back to health by proper financial
restructuring. Consequently the following scheme of reconstruction has been drawn up :
(i) Equity shares are to be reduced to ₹ 25/- per share, fully paid up;
(ii) Preference shares are to be reduced (with coupon rate of 10%) to equal number of shares
of ₹ 50 each, fully paid up.
(iii) Debenture holders have agreed to forgo the accrued interest due to them. In the future,
the rate of interest on debentures is to be reduced to 9 percent.
(iv) Trade creditors will forego 25 percent of the amount due to them.
(v) The company issues 6 lakh of equity shares at ₹ 25 each and the entire sum was to be paid
on application. The entire amount was fully subscribed by promoters.
(vi) Land and Building was to be revalued at ₹ 450 lakhs, Plant and Machinery was to be written
down by ₹ 120 lakhs and a provision of ₹ 15 lakhs had to be made for bad and doubtful debts.
Required:
a) Show the impact of financial restructuring on the company’s activities.
b) Prepare the fresh balance sheet after the reconstructions is completed on the basis of the
above proposals.
Solution
a) Impact of Financial Restructuring
(i) Benefits to Grape Fruit Ltd.

(₹ in lakhs)
Reduction in equity share capital (6 lakh shares x ₹ 75 per share) 450
Reduction in preference share capital (2 lakh shares x ₹ 50 per share) 100

Waiver of outstanding debenture Interest 26

Waiver from trade creditors (₹ 340 lakhs x 0.25) 85
Revaluation of Assets 661
Appreciation of Land and Building (₹ 450 lakhs - ₹ 200 lakhs) 250
Total (A) 911
(‘ii) Amount of ₹ 911 lakhs utilized to write off losses, fictious assets and over – valued assets.
Writing off profit and loss account 525

Cost of issue of debentures 5
Preliminary expenses 10
Provision for bad and doubtful debts 15
Revaluation of Plant and Machinery 120
(₹ 300 lakhs – ₹ 180 lakhs)
Total (B) 675
Capital Reserve (A) – (B) 236
b) Balance sheet of Grape Fruit Ltd as at 31st March 2019 (after re-construction)
(₹ in lakhs)
Liabilities Amount Assets Amount
12 lakhs equity shares of ₹ 25/-300 Land & Building 450
each
10% Preference shares of ₹ 100 Plant & Machinery 180
50/- each
Capital Reserve 236 Furnitures & Fixtures 50
9% Debentures 200 Inventory 150
Loan from Bank 74 Sundry debtors 70
Trade Creditors 255 Prov. for Doubtful Debts -15 55
Cash-at-Bank (Balancing figure) * 280
1165 1165
*Opening Balance of ₹ 130/- lakhs + Sale proceeds from issue of new equity shares ₹ 150/-
lakhs.
Question 2(RTP May’21)

ABC Ltd. is intending to acquire XYZ Ltd. by way of merger and the following information is available
in respect of these companies:
ABC Ltd. XYZ Ltd.
Total Earnings (E) (in lakh) ₹ 1200 ₹ 400
Number of outstanding shares (S) (in lakh) 400 200
Price earnings ratio (P/E) 8 7
a) Determine the maximum exchange ratio acceptable to the shareholders of ABC Ltd., if the
P / E ratio of the combined firm is expected to be 8?

b) Determine the minimum exchange ratio acceptable to the shareholders XYZ Ltd., if the P /
E ratio of the combined firm is expected to be 10?
Note: Make calculation in lakh multiples and compute ratio upto 4 decimal points.
Solution
a) Maximum exchange ratio acceptable to the shareholders of ABC Ltd.

Market Price of share of ABC Ltd. (₹ 3 x 8) ₹ 24
No. of Equity Shares 400 lakh
Market Capitalisation of ABC Ltd. (₹ 24 x 400 lakh) ₹ 9600 lakh
Combined Earnings (₹ 1200 + ₹ 400) lakh ₹ 1600 lakh
Combined Market Capitalisation (₹ 1600 lakh x 8) ₹ 12800 lakh
Market Capitalisation of ABC Ltd. (₹ 24 x 400 lakh) ₹ 9600 lakh
Balance for XYZ Ltd. ₹ 3200 lakh
Let D be the no. of equity shares to be issued to XYZ Ltd. then,

3200 Lakh
=D
1600 Lakh
D + 400 × 8
D = 133.333 lakh Shares
Exchange Ratio = 133.333 / 200 = 0.6666:1
b) Minimum exchange ratio acceptable to the shareholders of XYZ Ltd.

Market Price of share of XYZ Ltd. ₹ 14.00
No. of Equity Shares 200 lakh
Market Capitalisation of XYZ Ltd. (₹ 14.00 x 200 lakh) ₹ 2800 lakh
Combined Earnings (₹ 1200 + ₹ 400) lakh ₹ 1600 lakh
Combined Market Capitalisation (₹ 1600 lakh x 10) ₹16000 lakh
Balance for ABC Ltd. ₹ 13200 lakh
Let D be the no. of equity shares to be issued to XYZ Ltd. then,

2800 Lakh
=D
1600 Lakh
D + 400 × 10
D = 84.8485 lakh Shares
Exchange Ratio = 84.8485 / 200 = 0.4242 : 1
Question 3(MTP March’19)

The Nishan Ltd. has 35000 shares of equity stock outstanding with a book value of Rs. 20 per share.
It owes debt Rs. 15,00,000 at an interest rate of 12%. Selected financial results are as follows.
Income and Cash Flow
Rs Rs

EBIT 80,000 Capital Structure

Interest 1,80,000 Debt 15,00,000
EBT (1,00,000) Equity 7,00,000
Tax - 22,00,000
EAT (1,00,000)
Depreciation 50,000
Principal Repayment (75,000)
Cash Flow (1,25,000)
Evaluate and Restructure the financial line items shown assuming a composition in which creditors
agree to convert two thirds of their debt into equity at book value. Assume Nishan will pay tax at a
rate of 15% on income after the restructuring, and that principal repayments are reduced
proportionately with debt. Demonstrate as to who will control the company and by how big a margin
after the restructuring? (8 Marks)
Solution
Creditors would convert Rs. 10,00,000 in debt to equity by accepting Rs. 1,000,000 / Rs. 20 = 50,000
shares of stock.
The remaining Rs. 5,00,000 of debt would generate interest of Rs. 5,00,000 x 0.12 = Rs. 60,000
Repayment of principal would be reduced by two thirds to Rs. 25000 per year.
The result is as follows

Income and Cash Flow
Rs Rs
EBIT 80,000 Capital Structure
Interest 60,000 Debt 5,00,000
EBT 20,000 Equity 17,00,000
Tax 3000 22,00,000
EAT 17,000
Depreciation 50,000
Principal Repayment (25,000)
Cash Flow (1,25,000)
After the restructuring there will be a total of (35000 + 50000) 85000 shares of equity stock
outstanding. The original shareholders will still own 35000 shares (approximately 41%), while the
creditors will own 50,000 shares (59%). Hence the creditors will control the company by a substantial
majority.
Question 4(MTP May’20)

X Ltd. is studying the possible acquisition of Y Ltd, by way of merger. The following data are
available in respect of both the companies.
Particulars X Ltd. Y Ltd.
Market Capitalization (Rs.) 75,00,000 90,00,000
Gross Profit Ratio 20% 20%
Inventory Turnover Ratio 5 times 4 times

Debtor Turnover Ratio 3 times 5 times

12% Debenture (Rs.) 10,00,000 -
10% Debenture (Rs.) - 14,40,000
No. of Equity Shares 1,00,000 60,000
Operating Expenses 86% 78%
Corporate Tax Rate 30% 30%
Closing Stock (Rs.) 15,00,000 5,00,000
Debtors (Rs.) 10,00,000 8,00,000

a) Swap ratio based on EPS & MPS respectively as weightage of 40% and 60%.
b) Post Merger EPS
c) Post Merger market price assuming same PE Ratio of X Ltd.
d) Post Merger gain or loss in EPS (12 Marks)
Solution
Working Notes:
1) Inventory Turnover Ratio =
X Ltd Y Ltd
5= 4=
, , , ,
COGS = Rs. 75,00,000 COGS = Rs. 20,00,000

Gross Profit Ratio = 20% means COGS is 80% of Sales, then
, , × , , ×
Sales = = Rs. 93,75,000 Sales = = Rs. 25,00,000
Statement of Profit
X Ltd. Y Ltd.
Sales 93,75,000 25,00,000
Less: Operating Exp. 80,62,500 19,50,000
EBIT 13,12,500 5,50,000
Less: Interest 1,20,000 1,44,000
EBT 11,92,500 4,06,000
Less: Tax @ 30% 3,57,750 1,21,800
EAT 8,34,750 2,84,200
X Ltd. Y Ltd.
No. of Shares 1,00,000 60,000

EPS (EAT / No. of Shares) 8,34,750/1,00,000 2,84,200 / 60,000

= Rs. 8.34 = Rs. 4.74
Market Price Share 75,00,000 / 1,00,000 90,00,000 / 60,000
(Market Capitalisation / No. = Rs. 75 = Rs. 150
Shares)
PE Ratio (MPSI EPS) 75 / 8.34 150 / 4.74
= 8.99 = 31.65
.
(i) Swap Ratio =
.
Acquirer Co Target Co. Weight
X Ltd Y Ltd
EPS 0.34 4.74 0.40
MPS 75 150 0.60
(ii) Post-Merger EPS

EAT + EAT
=
No. of Shares of Both Cos.
834750 + 284200
=
1,00,000 + (60,000 × 1.227)
1118950
=
1,85,620
= 6.03
(iii) Post-Merger market price assuming same PE of X Ltd.
MPS = PE x EPS
= 8.99 x 6.03
= Rs. 54.21
(iv) Gain or Loss to the shareholders
Pre - Merger EPS Post - Merger EPS

X Ltd. Rs. 8.34 Rs. 6.99
Y Ltd. Rs. 4.74 Rs. 6.99 x 1.427 = Rs. 9.97
While Shareholders of X Ltd. will lose EPS of Rs. 1.35 (Rs. 8.34 - Rs. 6.99) per share the
shareholders of Y Ltd. stands to gain EPS of Rs. 5.23 (Rs. 9.97 - Rs. 4.74) per share.

Question 5(MTP May’20)

Equity of KGF Ltd. (KGFL) is Rs. 410 crores, its debt, is worth Rs. 170 Crores. Printer Division
segments value is attributable to 74%, which has an Asset Beta (βp) of 1.45, balance value is applied
on Spares and Consumables Division, which has an Asset Beta (βSC) of 1.20 KGFL Debt beta (βD) is
0.24.

(i) Equity Beta (βE),
(ii) Ascertain Equity Beta (βE), if KGF Ltd. decides to change its Debt Equity position by raising
further debt and buying back of equity to have its Debt Equity Ratio at 1.90. Assume that
the present Debt Beta (βD1) is 0.35 and any further funds raised by way of Debt will have a
Beta (βD2) of 0.40
Whether the new Equity Beta (βE) justifies increase in the value of equity on account of
leverage? (12 Marks)
Solution
(i) Equity Beta
To calculate Equity Beta first we shall calculate Weighted Average of Asset Beta as follows:
= 1.45 x 0.74 + 1.20 x 0.26
= 1.073 + 0.312 = 1.385
Now we shall compute Equity Beta using the following formula:

( )
βASSET = β ( )
+ β ( )
Accordingly,
1.385 = β + β
1.385 = β + 0.24
βEquity = 1.86
(ii) Equity Beta on change in Capital Structure

Amount of Debt to be raised:
Particulars Value
Total Value of Firm (Equity Rs. 410 cr + Debt Rs. 170 cr) Desired Debt Equity Rs.580 Cr
Ratio 1.90 : 1.00
Desired Debt Level = Total Value x Debt Ratio Rs. 380 Cr
Debt Ratio + Equity Ratio (Rs. 170 Cr)
Less: Value of Existing Debt Value of Debt to be Raised Rs. 210 Cr
Equity after Repurchase = Total value of Firm – Desired Debt Value
= Rs. 580 Cr – Rs. 380 Cr
= Rs. 200 Cr

Weighted Average Beta of KGFL:

Source of Finance Investment (Rs. Cr) Weight Beta of the Weighted Beta
Division
Equity 200 0.345 β(E = X) 0.345x
Debt – 1 170 0.293 0.35 0.103
Debt – 2 210 0.362 0.40 0.145
580 Weighted Average Beta 0.248 + (0.345x)
βKGFL = 0.248 + 0.345x
1.385 = 0.248 + 0.345x
0.345x = 1.385 – 0.248
X = 1.137 / 0.345 = 3.296
βKGFL = 3.296
Question 6(MTP March’21)

Eager Ltd. has a market capitalization of Rs. 1,500 crores and the current market price of its share
is Rs. 1,500. It made a PAT of Rs. 200 crores and the Board is considering a proposal to buy back
20% of the shares at a premium of 10% to the current market price. It plans to fund this through
a 16% bank loan. The company's corporate tax rate is 30%. Calculate the post buy back Earnings
Per Share (EPS). (4 Marks)
Solution
₹
Existing No. of Equity Shares = = 1 Crore
₹
No. of shares to be bought back = 1 Crore x 0.20 = 20 Lakh
Price at which share to be bought back = Rs. 1,500 + 10% of Rs. 1,500 = Rs. 1,650
Amount required for Buyback of Shares = Rs. 1,650 x 20 Lakh = Rs. 330 Crore
Amount of Loan @ 16% = Rs. 330 Crore
Statement showing Post Buyback EPS

Profit before tax (Rs. 200 crore / 0.70) Rs. 285.7143 crore
Less: Interest on Loan (Rs. 330 Crore x 16%) Rs. 52.8000 crore
Profit before Tax Rs. 232.9143 crore
Tax Rs. 69.8743 crore
Profit after Tax (PAT) Rs. 163.0400 crore
No. of Shares Post buyback 80 Lakh
EPS (Post Buyback) (Rs. 163.0400 Crore / 80.00 Lakh) Rs. 203.80

Question 7(MTP April’21)

C Ltd. and P Ltd. both companies operating in the same industry decided to merge and form a new
entity S Ltd. The relevant financial details of the two companies prior to merger announcement are
as follows:
C Ltd. P Ltd.
Annual Earnings after Tax (Rs. lakh) 10000 5800
No. Shares Outstanding (lakh) 4000 1000
PE Ratio (No. of Times) 8 10
The merger will be affected by means of stock swap (exchange) of 3 shares of C Ltd. for 1 share
of P Ltd.
After the merger it is expected that due to synergy effects, Annual Earnings (Post Tax) are
expected to be 8% higher than sum of the earnings of the two companies individually. Further, it is
expected that P/E Ratio of S Ltd. shall be average of P/E Ratios of two companies before the
merger.
Evaluate the extent to which shareholders of P Ltd. will be benefitted per share from the proposed
merger. (8 Marks)
Solution
Working Notes:
(i) The Earnings of S Ltd.
Rs. lakh
Earnings of C Ltd. 10000
Earnings of D Ltd. 5800
15800
Growth 0.08
Earnings of S Ltd. (15800 x 1.08) 17064
(ii) Market Value of S Ltd.

Rs. lakh
Earnings of S Ltd. 17064
P/E Ratio (10 + 8) / 2 9
Market Value of S Ltd. 153576
(iii) No of Shares in S LTd.
No. of shares of C Ltd. 4000

No. of shares issued to P Ltd. 3000
No. of shares of C Ltd. 7000
Gain to Shareholders of P Ltd

Share of Shareholders of P Ltd. in S Ltd. (3000 / 7000) x 153576 Rs. 65818.29 lakh
Market Value of P Ltd. before merger (5800 x 10) Rs. 58000.00 lakh
Gains to Shareholders Rs. 7818.29 lakh
No. of Shares (before merger) 1000 lakh
Gain Per Share Rs. 7.82
Question 8(MTP Oct’21)

Intel Ltd., promoted by a Trans National Company, is listed on the stock exchange holding 80%. The
value of the floating stock is ₹ 45 crores. The Market Price per Share (MPS) is ₹ 150.
The capitalisation rate is 20%.
The promoters holding is to be restricted to 75% as per the norms of listing requirement. The Board
of Directors have decided to fall in line to restrict the Promoters’ holding to 75% by issuing Bonus
Shares to minority shareholders while maintaining the same Price Earnings Ratio (P/E).

(i) Bonus Ratio;
(ii) MPS after issue of Bonus Shares; and
(iii) Free float Market capitalisation after issue of Bonus Shares. (8 Marks)
Solution
(i) No. of Bonus Shares to be issued:
Free Float Capitalization = ₹ 45 crore
Market Price Per Share = ₹ 150

₹
Shares of Minority = = 30 lacs
₹
Minority Share Holding (100% - 80%) = 20%
Hence Total shares = = 150 lacs

.
Promoters holding 80%, = 120 lacs shares
Shares remains the same, but holding % to be taken as 75%
Hence Total shares = = 160 lacs

.
Shares of Minority = 160 lacs – 120 lacs = 40 lacs
Bonus 10 lacs for 30 lacs i.e. 1 shares for 3 shares held.
(ii) Market price after Bonus issue:
Let us compute PE with given ke as follows:
PE = = .
=5

Market Price Given = ₹ 150
Hence EPS will be (₹ 150 / 5) = ₹ 30
Total No. of shares before bonus issue = 150 lacs
Accordingly, Total PAT shall be (₹ 30 x 150 lacs) = ₹ 4500 lacs
Total No. of shares after bonus issue = 150 lacs + 10 lacs = 160 lacs
EPS after Bonus Issue = ₹ 4500 lacs / 160 lacs = ₹ 28.13
Market Price After Bonus Issue = ₹ 28.13 x 5 = ₹ 140.65
(iii) Free Float Capitalization after Bonus Issue
₹ 140.65 x 40 lacs = ₹ 5,626 lacs i.e. ₹ 56.26 crore

XY Ltd., a Cement manufacturing Company has hired you as a financial consultant of the company.
The Cement Industry has been very stable for some time and the cement companies SK Ltd. & AS
Ltd. are similar in size and have similar product market mix characteristic. Use comparable method
to value the equity of XY Ltd. In performing analysis, use the following ratios:
(i) Market to book value
(ii) Market to replacement cost
(iii) Market to sales
(iv) Market to Net Income
The following data are available for your analysis:

(Amount in ₹)
SK Ltd. AS Ltd. XY Ltd.
Market Value 450 400
Book Value 400 300 250
Replacement Cost 600 550 500
Sales 550 450 500
Net Income 18 16 14
Solution
Estimation of Ratios
Sl. No. Particulars SK Ltd. AS Ltd. Average
(i) Market to Book Value 450
= 1.125
400
= 1.333 1.2290
400 300
(ii) Market to Replacement Cost 450
= 0.750
400
= 0.727 0.7385
600 550
(iii) Market to Sales 450

= 0.818
400
= 0.889 0.8535
550 450
(iv) Market to Net Income 450

= 25
400
= 25 25
18 16

Application of Ratios to XY Ltd.

Sl. No. Particulars XY Ltd. (₹) Average Indicative Value of XY Ltd. (₹)
(i) Book Value 250 1.2290 250 x 1.2290 = 307.25
(ii) Replacement Cost 500 0.7385 500 x 0.7385 = 369.25
(iii) Sales 500 0.8535 500 x 0.8535 = 426.75
(iv) Net Income 14 25 14 x 25 = 350.00
Average ₹ 363.31
Value of XY Ltd. according to the comparable method is ₹ 363.31.
Question 10(MTP Nov’21)

Snake Ltd. is taking over Lizard Ltd, both are listed companies. The PE Ratio of Lizard Ltd. has been
low as 4 and high as 7 and is currently 5. Lizard Ltd.’s previous year EPS was ₹ 3.40 and current
expected EPS this year to be ₹ 4.00.
Determine the different range of values of shares using P/E Model. (6 Marks)
Solution
The range of values using P/E Ratio and EPS either historic or projected are as follows.
EPS Value (₹) P/E Ratio Value Value of
Shares
Historic 3.40 Lowest 4 13.60
Historic 3.40 Current 5 17.00
Historic 3.40 Highest 7 23.80
Expected 4.00 Lowest 4 16.00
Expected 4.00 Current 5 20.00
Expected 4.00 Highest 7 28.00
Question 11(PP Nov’20)

AB Industries has Equity Capital of ₹ 12 Lakhs, total Debt of ₹ 8 Lakhs, and annual sales of ₹ 30
Lakhs. Two mutually exclusive proposals are under consideration for the next year. The details of
the proposals are as under:
Particulars Proposal No. 1 Proposal No 2
Target Assets to Sales Ratio 0.65 0.62
Target Net Profit Margin (%) 4 5
Target Debt Equity Ratio (DER) 2:3 4:1
Target Retention Ratio (of Earnings) (%) 75 -
Annual Dividend (₹ In Lakhs) - 0.30
New Equity Raised (₹ in Lakhs) - 1
You are required to calculate sustainable growth rate for both the proposals. (8 Marks)
Solution

Sustainable Growth Rate under Proposal 1

Sales (Given) ₹ 30 Lakhs
Total Assets ₹ 30 Lakhs x 0.65 ₹ 19.50 Lakhs
Net Profit ₹ 30 Lakhs x 4% ₹ 1.20 Lakhs
Equity Multiplier = 0.6
.
ROE × 0.60 × 100 3.69%
.
Sustainable Growth Rate = ROE x Retention Ratio
= 3.69% x 0.75 = 2.77%
Sustainable Growth Rate under Proposal 2
New Equity = ₹ 12 Lakhs + ₹ 1 Lakh = ₹ 13 Lakhs
New Debt = ₹ 13 Lakhs x 4 = ₹ 52 Lakhs
Total Assets = ₹ 13 Lakhs + ₹ 52 Lakhs = ₹ 65 Lakhs
Sales ₹ 65 Lakhs / 0.62 ₹ 104.84 Lakhs

Net Profit ₹ 104.84 Lakhs x 5% ₹ 5.242 Lakhs
Equity Multiplier Equity = 13 Lakhs 0.2
Equity +Debt 13 Lakhs + 52 Lakhs

ROE = 5.242 Lakhs x 0.20 x 100 1.613%
65 Lakhs
Retention Ratio 5.242 Lakhs - 0.30 Lakhs 0.943
5.242 Lakhs
Sustainable Growth Rate = ROE x Retention Ratio
= 1.613% x 0.943 = 1.52%
Question 12(PP Nov’20)

ICL is proposing to take over SVL with an objective to diversify. ICL’s profit after tax (PAT) has
grown @ 18 per cent per annum and SVL’s PAT is grown @ 15 per cent per annum. Both the companies
pay dividend regularly. The summarised Profit & Loss Account of both the companies are as follows:
₹ in Crores
Particulars ICL SVL
Net Sales 4,545 1,500
PBlT 2,980 720
Interest 750 25
Provision for Tax 1,440 445
PAT 790 250
Dividends 235 125

ICL SVL
Fixed Assets
Land & Building (Net) 720 190
Plant & Machinery (Net) 900 350
Furniture & Fixtures (Net) 30 1,650 10 550
Current Assets 775 580
Less: Current Liabilities
Creditors 230 130
Overdrafts 35 10
Provision for Tax 145 50
Provision for dividends 60 470 50 240
Net Assets 1,955 890
Paid up Share Capital (₹ 10 per share) 250 125
Reserves and Surplus 1050 1,300 660 785
Borrowing 655 105
Capital Employed 1,955 890
Market Price Per Share 52 75
ICL’s Land & Buildings are stated at current prices. SVL’s Land & Buildings are revalued three years
ago. There has been an increase of 30 per cent per year in the value of Land & Buildings.
SVL is expected to grow @ 18 per cent each year, after merger.
ICL’s Management wants to determine the premium on the shares over the current market price
which can be paid on the acquisition of SVL. You are required to determine the premium using:
(i) Net Worth adjusted for the current value of Land & Buildings plus the estimated average
profit after tax (PAT) for the next five years.
(ii) The dividend growth formula.
(iii) ICL will push forward which method during the course of negotiations?
Period (t) 1 2 3 4 5
FVIF (30%, t) 1.300 1.690 2.197 2.856 3.713
FVIF (15%, t) 1.15 2.4725 3.9938 5.7424 7.7537
Solution
(i) Computation of Premium (Net Worth Formula): Amount ` in Crores

Total Assets (Fixed assets + Current Assets) = (550 + 580) 1130
Less: Liabilities (Current Liabilities + Borrowings) = (240 + 105) 345
Net Assets Value 785
Current Value of Land after growing for three years @ 30% = 417.43
190 x 2.197
Less: Book Value 190.00
Increase in the Value of land 227.43
Adjusted NAV (785 + 227.43) 1012.43
Current Profit after Tax (@15 % for 5 years i.e. 250 x 7.7537 1938.43

Average Profit for 1 year = 1938.43 / 5 387.69

Total Value of Firm (1012.43 + 387.69) 1400.12
Total Market Value = No of shares x MPS = 12.50 x 75 937.50
Premium (Total Value – Market Value) 462.62
Premium (%) = 462.62 / 937.50 * 100 49.35%
(ii) Computation of Premium (Dividend Growth Formula):

Existing Growth Rate 0.15
DPS= 125 / 12.50 10
MPS 75
Cost of Equity (D1/ MP + g) = [(10 x 1.15 / 75) + 0.15] 0.3033
Expected growth rate after merger 0.18
Expected Market Price = 10 x [1.18 / (0.3033 - 0.18)] 95.70
Premium over current market price (95.70 - 75) / 75 x100 27.60%
Alternatively, if given figure of dividend is considered as D1 then Premium over Current Market
Price shall be computed as follows:
Cost of Equity +g 10
+ 0.15 0.2833
75
Expected Growth Rate after Merger 0.18
Expected Market Price 10.00 / (0.2833 – 0.18) 96.81
Premium over Current Market Price (96.81 - 75)/ 75 x 100 29.08%
(iii) During the course of negotiations, ICL will push forward valuation based on Growth Rate Method
as it will lead to least cash outflow.
Question 13(PP Jul’21)

Long Ltd., is planning to acquire Tall Ltd., with the following data available for both the companies:
Long Ltd. Tall Ltd.
Expected EPS ₹ 12 ₹5
Expected DPS ₹ 10 ₹3
No. of Shares 30,00,000 18,00,000
Current Market Price of Share ₹ 180 ₹ 50
As per an estimate Tall Ltd., is expected to have steady growth of earnings and dividends to the
tune of 6% per annum. However, under the new management the growth rate is likely to be enhanced
to 8% per annum without additional investment.

(i) Calculate the net cost of acquisition by Long Ltd., if ₹ 60 is paid for each share of Tall Ltd.
(ii) If the agreed exchange ratio is one share of Long Ltd., for every three shares of Tall Ltd.,
in lieu of the cash acquisition as per (i) above, what will be the net cost of acquisition?
(iii) Calculate Gain from acquisition. (8 Marks)
Solution

(i) Net cost of acquisition shall be computed as follows:

Cash Paid for the shares of Tall Ltd. (₹ 60 × 18,00,000) ₹ 10,80,00,000
Less: Value of Tall Ltd., as a separate entity (18,00,000 × ₹ 50) ₹ 9,00,00,000
Net Cost of acquisition of Tall Ltd. ₹ 1,80,00,000
(ii) Net Cost of acquisition in case of exchange of shares:

Exchange ratio = 1 share of long Ltd for every 3 shares of Tall Ltd.
Number of shares to be issued in Long Ltd. (18,00,000 / 3) = 6,00,000 shares
Total no. of shares in Long Ltd. after merger = 36,00,000
(30,00,000 + 6,00,000)
Calculation of cost of Equity of Tall Ltd. = D1 / P0 + g

Growth rate under new management after acquisition = ₹ 3 / 50 + 0.06 = 12%
Value of Merged company assuming perpetual growth = 8%
Value of merged company
(₹ 180 x 30,00,000) + (₹ 3 / (0.12 - 0.08) x 18,00,000 = ₹ 67,50,00,000
= 54,00,00,000 + (75 X 18,00,000)
Value per share of merged company = ₹ 187.50 per share
(67,50,00,000 / 36,00,000)
Calculation of net cost of acquisition

Gross cost of acquisition (6,00,000 x 187.50) 11,25,00,000
Less: CMP (18,00,000 x 50) 9,00,00,000
Net Cost of acquisition 2,25,00,000
Alternatively, Net Cost of Acquisition can also be computed as follows:
No. of shares issued to shareholders of Tall Ltd. in the ratio of 1:3 6,00,000
Existing price of one share of Long Ltd. ₹ 180
Value of consideration paid for acquisition of Tall Ltd. ₹ 10,80,00,000
Less: Existing Value of Tall Ltd., as a separate entity ₹ 9,00,00,000
Net Cost of acquisition of Tall Ltd. ₹ 1,80,00,000
(iii) Calculation of gain from acquisition:

Total Earnings of Long Ltd. (₹ 12 x 30,00,000) ₹ 3,60,00,000
Total Earnings of Tall Ltd. (₹ 5 x 18,00,000) ₹ 90,00,000
Combined Earnings ₹ 4,50,00,000
PE Ratio of Long Ltd. (180 / 12) 15
Value of Long Ltd. after acquisition ₹ 67,50,00,000
Less: Value of two companies separately
Long Ltd. (₹ 180 x 30,00,000) ₹ 54,00,00,000
Tall Ltd. (₹ 50 x 18,00,000) ₹ 9,00,00,000 ₹ 63,00,00,000
Gain from Acquisition ₹ 4,50,00,000


Despite the fact there may be some degree of overlapping in one or more common factors of
unrelated Companies come together to form an entity. EXPLAIN.
Solution
Such mergers involve firms engaged in unrelated type of business operations. In other words, the
business activities of acquirer and the target are neither related to each other horizontally (i.e.,
producing the same or competiting products) nor vertically (having relationship of buyer and supplier).
In a pure conglomerate merger, there are no important common factors between the companies in
production, marketing, research and development and technology. There may however be some degree
of overlapping in one or more of these common factors. Such mergers are in fact, unification of
different kinds of businesses under one flagship company. The purpose of merger remains utilization
of financial resources, enlarged debt capacity and also synergy of managerial functions.
Question 15(RTP Nov’22)

Explain different forms of divestitures.
Solution
Different ways of divestment or demerger or divestitures are as follows:
1) Sell off / Partial Sell off: A sell off is the sale of an asset, factory, division, product line or
subsidiary by one entity to another for a purchase consideration payable either in cash or in the
form of securities. Partial Sell off, is a form of divestiture, wherein the firm sells its business
unit or a subsidiary to another because it deemed to be unfit with the company’s core business
strategy.
Normally, sell-offs are done because the subsidiary doesn't fit into the parent company's core
strategy. The market may be undervaluing the combined businesses due to a lack of synergy
between the parent and the subsidiary. So, the management and the board decide that the
subsidiary is better off under a different ownership.
Besides getting rid of an unwanted subsidiary, sell-offs also raise cash, which can be used to
pay off debts. In the late 1980s and early 1990s, corporate raiders used debt to finance
acquisitions.
2) Spin-off: In this case, a part of the business is separated and created as a separate firm. The
existing shareholders of the firm get proportionate ownership. So, there is no change in
ownership and the same shareholders continue to own the newly created entity in the same
proportion as previously in the original firm. The management of spin-off division is however,
parted with. Spin-off does not bring fresh cash. The reasons for spin off may be:
a) Separate identity to a part/division.
b) To avoid the takeover attempt by a predator by making the firm unattractive to him since a
valuable division is spun-off.
c) To create separate Regulated and unregulated lines of business.
3) Split-up: This involves breaking up of the entire firm into a series of spin off (by creating
separate legal entities). The parent firm no longer legally exists and only the newly created
entities survive. For instance, a corporate firm has 4 divisions namely A, B, C, D. All these 4

divisions shall be split-up to create 4 new corporate firms with full autonomy and legal status.
The original corporate firm is to be wound up. Since de-merged units are relatively smaller in
size, they are logistically more convenient and manageable. Therefore, it is understood that
spin-off and split-up are likely to enhance shareholders value and bring efficiency and
effectiveness.
4) Equity Carve outs: This is like spin off, however, some shares of the new company are sold in
the market by making a public offer, so this brings cash. More and more companies are using
equity carve-outs to boost shareholder value. A parent firm makes a subsidiary public through
an initial public offering (IPO) of shares, amountin to a partial sell-off. A new publicly listed
company is created, but the parent keeps a controlling stake in the newly traded subsidiary.
A carve-out is a strategic avenue a parent firm may take when one of its subsidiaries is growing
faster and carrying higher valuations than other businesses owned by the parent. A carve-out
generates cash because shares in the subsidiary are sold to the public, but the issue also unlocks
the value of the subsidiary unit and enhances the parent's shareholder value.

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| Chapter 6: Mergers & Acquisitions

Question 1 (Study Material TYK Q. 3)/MTP Oct’20

MK Ltd. 60,00,000 12,00,000 200.00

(i) Earning per share of company MK Ltd after merger:

Exchange ratio 160 : 200 = 4 : 5.

that is 4 shares of MK Ltd. for every 5 shares of NN Ltd.

Therefore, Total number of shares to be issued = 4/5 x 3,00,000 = 2,40,000 Shares.

Total profit after tax = ₹ 60,00,000 MK Ltd.

Therefore, EPS. (Earning Per Share) of MK Ltd. after merger

Therefore, Shares to be issued to NN Ltd. = 3,00,000 x 6 / 5 = 3,60,000 shares

Therefore, EPS after merger = ₹ 78,00,000 / 15,60,000 = ₹ 5.00 per share

This is equal to earnings prior merger for NN Ltd.

Therefore, Exchange ratio on the basis of earnings per share is recommended.

www.pratikjagati.com 6.1 CA PRATIK JAGATI

Question 2(Old PM)

(i) Earning per share for company K. Ltd. after Merger:

Exchange Ratio 160 : 200 = 4: 5

That is 4 shares of K. Ltd. for every 5 shares of N. Ltd.

Therefore, Total number of shares to be issued =

Therefore, Total number of shares of K. Ltd. and N. Ltd. =10,00,000 K. Ltd.

Therefore, E.P.S. (Earning per share) of K. Ltd. after Merger

Present Earnings per share for company K. Ltd.

Present Earnings Per share for company N. Ltd.

Therefore, Shares to be issued to N. Ltd.

www.pratikjagati.com 6.2 CA PRATIK JAGATI

Therefore, Total No. of Shares of K. Ltd. and N. Ltd.

Total Earnings Available to Shareholders of N. Ltd. after Merger = ₹ 3,00,000 × ₹ 5.00 = ₹

This is equal to Earnings prior Merger for N. Ltd.

Therefore, Exchange Ratio on the Basis of Earnings per share is recommended.

Question 3(Study Material TYK Q 12)

(i) Calculation of new EPS of M Co. Ltd.

No. of equity shares to be issued by M Co. Ltd. to N Co. Ltd.

= 4,00,000 shares × ₹ 160 / ₹ 200 = 3,20,000 shares

Total no. of shares in M Co. Ltd. after acquisition of N Co. Ltd.

= 16,00,000 + 3,20,000 = 19,20,000

Total earnings after tax [after acquisition]

= 80,00,000 + 24,00,000 = 1,04,00,000

www.pratikjagati.com 6.3 CA PRATIK JAGATI

Exchange ratio = 6 / 5 = 1.20

No. of new shares to be issued by M Co. Ltd. to N Co. Ltd.

= 4,00,000 × 1.20 = 4,80,000 shares

Total number of shares of M Co. Ltd. after acquisition

= 16,00,000 + 4,80,000 = 20,80,000 shares

Total earnings in M Co. Ltd. available to new shareholders of N Co. Ltd.

Question 4(Study Material TYK Q 6)/PP May’18

Profit after tax ₹ 18,00,000 ₹ 3,60,000

(ii) EPS of A Ltd. After a acquisition:

www.pratikjagati.com 6.4 CA PRATIK JAGATI

Total Earnings (₹ 18,00,000 + ₹ 3,60,000) ₹ 21,60,000

(iv) New Market Price of A Ltd. (P/E remaining unchanged):

(v) Market Value of merged firm:

Question 5(Study Material TYK Q 4)

ABC Ltd. = ₹ 50,00,000 / 10,00,000 = ₹ 5

XYZ Ltd. = ₹ 18,00,000 / 6,00,000 = ₹ 3

www.pratikjagati.com 6.5 CA PRATIK JAGATI

Earnings per share after merger = ₹ 50,00,000 + 18,00,000 / 14,00,000 = ₹ 4.86

Shares to be exchanged based on EPS = (₹ 3 / ₹ 5) x 6,00,000 = 3,60,000 shares

EPS after merger = (₹ 50,00,000 + 18,00,000) / 13,60,000 = ₹ 5

Question 6(Study Material TYK Q 9)/PP Nov’19

Post - merger EPS of XYZ Ltd.