Advanced Financial Management Practice Book
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Book Code : AFM_Version-3_Prac ce_Book Education Across India
AdvancedMERGERS,
Financial Management
ACQUISITIONS & RESTRUCTURING
The Best & The Most Comprehensive Notes for CA Final
Practice Book
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CHAPTER - 09 CHAPTER - 10 CHAPTER - 11 CHAPTER - 12
FOREIGN EXCHANGE ADVANCED INTEREST INTERNATIONAL
EXPOSURE &
CAPITAL RATE RISK FINANCIAL
RISK
MANAGEMENT BUDGETING MANAGEMENT MANAGEMENT
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MERGERS, ACQUISITIONS & RESTRUCTURING
MERGERS,
ACQUISITIONS
& RESTRUCTURING
Ques on 1 Study Material, (8 Marks) CA Final Nov 2007, May 2018, Nov 2022
A Ltd. wants to acquire T Ltd. and has offered a swap ra o of 1:2 (0.5 shares for every one share of T Ltd).
Following informa on is provided:
A Ltd. T Ltd.
Profit A er tax ₹ 18,00,000 ₹ 3,60,000
Equity shares outstanding (Nos.) 6,00,000 1,80,000
EPS ₹3 ₹2
PE Ra o 10 Times 7 Times
Market price per share ₹ 30 ₹ 14
Required:
i. The number of equity shares to be issued by A Ltd. for acquisi on of T Ltd.
ii. What is the EPS of A Ltd. a er the acquisi on?
iii. Determine the equivalent earnings per share of T Ltd.
iv. What is the expected market price per share of A Ltd. a er the acquisi on assuming its PE mul ple
remains unchanged?
v. Determine the market value of the merged firm.
Ques on 2 Study Material
You have been provided the following financial data of two companies
Krishna Ltd. Rama Ltd.
Earnings a er Taxes ₹ 7,00,000 ₹ 10,00,000
Equity share outstanding 2,00,000 4,00,000
EPS 3.5 2.5
P/E Ra o 10 Times 14 Times
Market price per share ₹ 35 ₹ 35
Company Rama Ltd. is acquiring the company Krishna Ltd., exchanging its shares on a one-to-one basis for
company Krishna Ltd. The exchange ra o is based on the market price of the shares of the two companies.
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MERGERS, ACQUISITIONS & RESTRUCTURING
Required:
(i) What will be the EPS subsequent to merger?
(ii) What is the change in EPS for the shareholders of companies Rama Ltd. & Krishna Ltd.?
(iii) Determine the market value of the post-merger firm. PE ra o is likely to remain the same.
(iv) Ascertain the profits accruing to shareholders of both the companies?
Ques on 5
Refer Champions Book Pg No.18 - [Link] Ltd, and DA Ltd. both the
Ques on 6
Refer Champions Book Pg No.17 - [Link] is the following informa on:
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MERGERS, ACQUISITIONS & RESTRUCTURING
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MERGERS, ACQUISITIONS & RESTRUCTURING
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, a er merger.
ICL's Management wants to determine the premium on the shares over the current market price which can be
paid on the acquisi on of SVL.
You are required to determine the premium using:
(i) Net Worth adjusted for the current value of Land & Buildings plus the es mated average profit a er
tax (PAT) for the next five years.
(ii) The dividend growth formula.
(iii) ICL will push forward which method during the course of nego a ons?
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
Ques on 10 Study Material, RTP May 23, (10 Marks) Exam Nov 23 (Similar), May 05, Nov 15
The following informa on is provided rela ng to the acquiring company Efficient Ltd. and the target Company
Healthy Ltd.
Par culars Efficient Ltd. Healthy Ltd.
No. of shares (F.V. ₹ 10 each) 10.00 lakhs 7.5 lakhs
Market capitaliza on 500.00 lakhs 750.00 lakhs
P/E ra o ( mes) 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 Companies have decided to give a fair deal to the shareholders and accordingly for
swap ra o the weights are decided as 40%, 25% and 35% respec vely for Earning, Book Value and Market
Price of share of each company:
(i) Calculate the swap ra o and also calculate Promoter's holding % a er acquisi on.
(ii) What is the EPS of Efficient Ltd. a er acquisi on of Healthy Ltd.?
(iii) What is the expected market price per share and market capitaliza on of Efficient Ltd. a er acquisi on,
assuming P/E ra o of Firm Efficient Ltd. remains unchanged.
(iv) Calculate free float market capitaliza on of the merged firm.
Ques on 11 Study Material
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 ra o of 17. The Board of Directors of B Ltd. has been advised that
if it were to take over firms with a lower PE ra o then its own, using a share-for –share exchange, then it could
increase its reported earnings per share. C Ltd. has been suggested as possible target for a takeover, which has
a PE ra o 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 earning per share of B Ltd. if it acquires the whole of C Ltd. at its market price of ₹ 12.
Assume the price of B Ltd. shares remains constant.
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MERGERS, ACQUISITIONS & RESTRUCTURING
Ques on 12
Refer Champions Book Pg No.24 - Q5.T Ltd. and E Ltd. are in the same
Ques on 15
Refer Champions Book Pg No.25 - [Link] equity shares of XYZ Ltd. are
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MERGERS, ACQUISITIONS & RESTRUCTURING
Ques on 16
Refer Champions Book Pg No.26 - [Link] CEO of a company thinks that shareholders
Ques on 17
Refer Champions Book Pg No.21 - [Link] the audit of the Weak Bank
DEMERGER
Ques on 18
Refer Champions Book Pg No.29 - [Link] following informa on is rela ng to Fortune
RESTRUCTURING
Ques on 19
Refer Champions Book Pg No.31 - [Link] following is the Balance-sheet
MISCELLANEOUS
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MERGERS, ACQUISITIONS & RESTRUCTURING
Solu on:
(i) Computa on of Premium (Net Worth Formula): Amount ₹ in Crores
Total Assets (Fixed assets + Current Assets) = (550 + 580) 1130
Less: Liabili es (Current Liabili es + Borrowings) = (240 + 105) 345
Net Assets Value 785
Current Value of Land a er growing for three years @ 30% = 190 X 2.197 417.43
Less: Book Value 190.00
Increase in the Value of land 227.43
Adjusted NAV (785 + 227.43) 1012.43
Current Profit a er 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%
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MERGERS, ACQUISITIONS & RESTRUCTURING
Alterna vely, if given figure of dividend is considered as D1 then Premium over Current Market Price shall be
computed as follows:
D 10 0.2833
Cost of Equity 1 + g + 0.15
P 75
Expected Growth Rate a er 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 nego a ons, ICL will push forward valua on based on Growth Rate Method as it will
lead to least cash ou low.
Q.10. The following informa on is provided rela ng....
Solu on:
Swap Ra o
Efficient Ltd. Healthy Ltd.
Market capitaliza on 500 lakhs 750 lakhs
No. of shares 10 lakhs 7.5 lakhs
Market Price per share ₹ 50 ₹ 100
P/E ra o 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) Calcula on of Swap Ra o
EPS 1 : 4 i.e. 4.0 x 40% 1.6
Book value 1: 0.8 i.e. 0.8 × 25% 0.2
Market price 1 : 2 i.e. 2.0 × 35% 0.7
Total 2.5
Swap ra o 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 × 2.5 = 18.75 lakh shares.
Promoter's holding = 4.75 lakh shares + (5 × 2.5 = 12.5 lakh shares) = 17.25 lakh i.e. Promoter's holding % i s
(17.25 lakh/28.75 lakh) × 100 = 60%.
Calcula on of EPS, Market price, Market capitaliza on and free float market capitaliza on.
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MERGERS, ACQUISITIONS & RESTRUCTURING
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 be er off than before.
PE Ra o = 10
Market Price Per Share:
= ₹ 2.88 x 10 = ₹ 28.80
Therefore, Shareholders will be be er-off than before the merger situa on.
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MERGERS, ACQUISITIONS & RESTRUCTURING
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MERGERS, ACQUISITIONS & RESTRUCTURING
Tutorial Note: There was a mistake in ICAI’s solu on for this Q., however, in another similar Q, ICAI
has solved the same situa on in correct manner. We have presented the correct solu on for this Q.
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MERGERS, ACQUISITIONS & RESTRUCTURING
Solu on:
(i) Computa on of theore cal post-rights price per share
MN - SR
Theore cal post-rights price per share =
N+R
Where, M = Market price per share (current)
N = Number of exis ng shares required for a rights share
S = Subscrip on price of a rights share
R = Rights share offer (in number)
= [(Rs 240 x 4) + (Rs 160 x 1)]/(4 + 1)
= ₹ 1120/5
= ₹ 224
(iv) Impact of rights issue on wealth of shareholder (when shareholder does not take any ac on)
Exis ng wealth (prior to rights issue) ₹ 2,40,000
(v) If Mr. A is not interested in subscribing to the right issue, he can renounce his right eligibility @ ₹ 64 per right
and can earn a gain of ₹ 16000.
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MERGERS, ACQUISITIONS & RESTRUCTURING
Ques on 2 Study Material, CA Final MTP Nov 2018, MTP Nov 2023
Following informa on is provided rela ng to the acquiring company Mani Ltd. and the target company Ratnam Ltd:
Mani Ltd. Ratnam Ltd.
Earnings a er tax (₹ lakhs) 2,000 4,000
No. of shares outstanding (lakhs) 200 1,000
P/E ra o (No. of mes) 10 5
Required:
(i) What is the swap ra o based on current market prices?
(ii) What is the EPS of Mani Ltd. a er the acquisi on?
(iii) What is the expected market price per share of Mani Ltd. a er the acquisi on, assuming its P/E ra o 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 en es, due to the merger.
Solu on:
(i) SWAP ra o based on current market prices:
EPS before acquisi on:
Mani Ltd. : ₹ 2,000 lakhs / 200 lakhs: ₹ 10
Ratnam Ltd.: ₹ 4,000 lakhs / 1,000 lakhs: ₹4
Market price before acquisi on:
Mani Ltd.: ₹ 10 × 10 ₹ 100
Ratnam Ltd.: ₹ 4 × 5 ₹ 20
SWAP ra o: 20/100 or 1/5 i.e. 0.20
(ii) EPS a er acquisi on:
₹ (2,000 + 4,000) Lakhs
= ₹ 15.00
(200 + 200) Lakhs
(iii) Market Price a er acquisi on:
EPS a er acquisi on : ₹ 15.00
P/E ra o a er acquisi on 10 x 0.9 9
Market price of share (₹ 15 x 9) ₹ 135.00
Solu on:
(i) The number of shares to be issued by B Ltd.:
The Exchange ra o is 2:3
2
So, new Shares = 1,80,000 x = 1,20,000 shares.
3
(ii) EPS of B Ltd. a er acquisi on:
Total Earnings (₹ 21,00,000 + ₹ 4,50,000) ₹ 25,50,000
No. of Shares (6,00,000 + 1,20,000) 7,20,000
EPS (₹ 25,50,000/7,20,000) ₹ 3.5416 or 3.54
(iii) Equivalent EPS of S Ltd. and gain/loss to shareholders:
2 ₹ 2.36
Equivalent EPS of S Ltd. ₹ 3.54 x
3
Less: EPS before merger 2.50
Loss (0.14)
(iv) New Market Price of B Ltd. (P/E remaining unchanged):
Present P/E Ra o of B Ltd. 10 mes
Expected EPS a er merger ₹ 3.54
Expected Market Price (₹ 3.54 x 10) ₹ 35.40
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MERGERS, ACQUISITIONS & RESTRUCTURING
Solu on:
(a) Swap Ra o
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
Book Value per share ₹ 500 ₹ 60
Promoter's holding 50% 60%
Non promoter's holding 50% 40%
Free Float Market Cap. i.e. 400 lakh 128 lakh
rela ng to Public's holding
Hence Total market Cap 800 lakh 320 lakh
No. of Shares 2 lakh 10 lakh
Market Price ₹ 400 ₹ 32
P/E Ra o 10 4
EPS 40 8
Profits (₹ 2 x 40 lakh) ₹ 80 lakh -
(₹ 8 x 10 lakh) - ₹ 80 lakh
Calcula on of Swap Ra o
Book Value 0.12:1 0.12 x 25% 0.03
EPS 0.20:1 0.20 x 50% 0.10
Market Price 0.08:1 0.08 x 25% 0.02
Total 0.15
Swap ra o 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
*Since issue of shares has resulted in Increase in Equity Share Capital therefore, same has been taken out
of the Reserves and capitalized to Equity Share Capital.
₹ 350 Lakh + ₹ 1,250 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 Ra o (10) = ₹ 457.10
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MERGERS, ACQUISITIONS & RESTRUCTURING
(c)
(1) 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%
(2) Free Float Market Capitalisa on
Free Float Market Capitalisa on = (3.5 Lakh – 1.9 Lakh) x ₹ 457.10
= ₹ 731.36 Lakh
Note: The concept of Stock Split & Bonus is covered in Chapter - Security & Business Valua on
(3) (i) & (ii)
Revised Capital ₹ 350 Lakh + ₹ 175 Lakh = ₹ 525 Lakh
No. of shares before Split (F.V ₹ 100) 5.25 Lakh
No. of Shares a er 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
Ques on 5 Study Material
Simpson Ltd. is considering a merger with Wilson Ltd. The data below are in the hands of both Board of
Directors. The issue at hand is how many shares of Simpson should be exchanged for Wilson Ltd. Both boards
are considering three possibili es 20,000, 25,000 and 30,000 shares. You are required to construct a table
demonstra ng the poten al impact of each scheme on each set of shareholders:
Simpson Wilson Combined Post
Ltd. Ltd. merger Firm 'A'
1. Current earnings per year 2,00,000 1,00,000 3,50,000
2. Shares outstanding 50,000 10,000 ?
3. Earnings per share (₹) (1÷ 2) 4 10 ?
4. Price per share (₹) 40 100 ?
5. Price-earning ra o [4 ÷ 3] 10 10 10
6. Value of firm (₹) 20,00,000 10,00,000 35,00,000
7. Expected Annual growth rate in
earnings in foreseeable future 0 0 0
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MERGERS, ACQUISITIONS & RESTRUCTURING
Solu on:
The following table demonstrates the poten al impact of the three possible schemes, on each set of
shareholders:-
Number of Exchang Number of Frac on of Value of Frac on of Value of
Simpson e ra o Simpson Simpson Ltd. shares Simpson Ltd. shares owned
Ltd.'s shares [(1)/10,0 Ltd.'s shares (Post owned by (combined by Simpson
issued to 00 outstanding merger) Wilson Postmerger Ltd.'s
sharehol shares of a er merger owned by Ltd.'s owned by sharehold ers
ders of Wilson [50,000+(1)] Wilson Ltd.'s shareholder Simpson Ltd.'s [(6) x
Wilson Ltd Ltd.] shareholders s [(4)x shareholders 35,00,000 ]
[(1)/(3)] 35,00,000] [50,000/(3)]
Comment: The best offer for Simpson is issuing 20000 shares and for Wilson is 30000 shares.
Required:
What are the ex-right price of shares and the value of a right, if
(i) The firm offers one right share for every two shares held.
(ii) The firm offers one right share for every four shares held.
(iii) Analyze how does the shareholders' wealth (holding 100 shares) change from (i) to (ii)? How does right
issue increases shareholders' wealth?
Solu on:
(i) Number of shares to be issued : 5,00,000
Value of a Right = ₹ 10 - ₹ 4 = ₹ 6
₹ 10 - ₹ 4
Value of a Right share basis =₹3
2
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MERGERS, ACQUISITIONS & RESTRUCTURING
Value of a Right = ₹ 12 - ₹ 8 = ₹ 4
₹ 12 - ₹ 8
Value of a Right per Share basis = =₹1
4
(iii) Calcula on of effect of right issue on wealth of Shareholder's wealth who is holding, say 100 shares.
(a) When firm offers one share for two shares held.
Value of Shares a er right issue (150 x ₹ 10) ₹ 1,500
Less: Amount paid to acquire right shares (50 x ₹ 4) ₹ 200
₹ 1,300
(b) When firm offers one share for every four shares held.
Value of Shares a er right issue (125 x ₹ 12) ₹ 1,500
Less: Amount paid to acquire right shares (25 x ₹ 8) ₹ 200
₹ 1,300
Thus, there will be no change in the wealth of shareholders from (i) and (ii).
Note: If you have covered CW+HW questions of AFM Champions Book + Practice
book then you are already well prepared for exams. However, ICAI’s vast
question database still contains some additional questions but after doing our
CW+HW questions these additional questions are mostly repetitive in nature. To
glance through these additional questions, please visit
[Link] “Downloads” section & look for PDF file named “AFM
Additional Practice Booklet”.
Ø If your time management permits, then we strongly recommend you to cover
this PDF Booklet as well.
Ø If you are running short of time, then focus on CW+HW Questions of AFM only.
+ =
Alpha Academy AFM Additonal AFM Compiler |
AFM Champions Book Practice Booklet AFM Question Bank |
+ Practice book from our Website ... blah blah
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