Page "Mergers and acquisitions" Paragraph 34

There are some elements to think about when choosing the form of payment.

When submitting an offer, the acquiring firm should consider other potential bidders and think strategically.

The form of payment might be decisive for the seller.

With pure cash deals, there is no doubt on the real value of the bid ( without considering an eventual earnout ).

The contingency of the share payment is indeed removed.

Thus, a cash offer preempts competitors better than securities.

Taxes are a second element to consider and should be evaluated with the counsel of competent tax and accounting advisers.

Third, with a share deal the buyer ’ s capital structure might be affected and the control of the buyer modified.

If the issuance of shares is necessary, shareholders of the acquiring company might prevent such capital increase at the general meeting of shareholders.

The risk is removed with a cash transaction.

Then, the balance sheet of the buyer will be modified and the decision maker should take into account the effects on the reported financial results.

For example, in a pure cash deal ( financed from the company ’ s current account ), liquidity ratios might decrease.

On the other hand, in a pure stock for stock transaction ( financed from the issuance of new shares ), the company might show lower profitability ratios ( e. g. ROA ).

However, economic dilution must prevail towards accounting dilution when making the choice.

The form of payment and financing options are tightly linked.

If the buyer pays cash, there are three main financing options: