ALTERNATIVE FINANCING FORMS
FOR ENTREPRENEURS AND INVESTORS
3 questions to smart minds
Photo: D. Sturman | SturmanLLC

Should shareholders earn premiums on mergers?

In addition 3 questions to Deborah Sturman

Photo: D. Stur­man | SturmanLLC
2. Septem­ber 2014

In prin­ci­ple, mergers involve compa­nies whose value ratio is roughly the same merging by mutual agree­ment. — In contrast to a genuine take­over, no premium is ther­e­fore usually paid to the share­hol­ders. In this way, tran­sac­tions that would usually be impos­si­ble to finance as “hostile” take­overs can be laun­ched. If certain condi­ti­ons are met, it is also possi­ble to ensure that no addi­tio­nal enter­prise value (good­will) is crea­ted as a result of the merger and thus avoid depre­cia­tion and amortization.
— In prac­tice, share­hol­ders some­ti­mes feel tricked because mergers that were cele­bra­ted as “mergers of equals” on the day they were announ­ced later turned out to be the opposite.

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