ICL is proposing to take over SVL with an objective to diversify. While ICL growth rate is 18%, the SVL growth rate is 15%. Both the companies pay…
CA Final · Advanced Financial Management · MTP · November 2024
ICL is proposing to take over SVL with an objective to diversify. While ICL growth rate is 18%, the SVL growth rate is 15%. Both the companies pay dividend regularly. The summarized Profit & Loss Account of both the companies are as follows: in Crores Particulars ICL SVL Net Sales 9090 3000 PBIT 5960 1440 Interest 1500 50 Provision for Tax 2880 890 PAT 1580 500 Dividends 470 304.35 ICL SVL Fixed Assets Land & Building (Net) 1440 380 Plant & Machinery (Net) 1800 700 Furniture & Fixtures (Net) 60 3300 20 1100 Current Assets 1550 1160 Less: Current Liabilities Creditors 460 260 Overdrafts 70 20 Provision for Tax 290 100 Provision for dividends 120 940 100 480 Net Assets 3910 1780 Paid up Share Capital (10 per share) 500 250 Reserves and Surplus 2100 2600 1320 1570 Borrowing 1310 210 Capital Employed 3910 1780 Market Price Share (₹) 175 98 Cost of Equity 25% 20% ICL's Land & Buildings are stated at current prices. SVL's Land & Buildings are revalued three years ago. There has been an increase of 7.65 per cent per year in the value of Land & Buildings. SVL is expected to grow @ 18 per cent each year, after merger. ICL 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: Net Worth Per Share* 25% EPS (Earning per share) 30% Share price as per Dividend Growth Model 20% Market Price per share 25% * After required adjustment. You are required to suggest the swap ratio based on above weights and total number of shares. Note: Round off calculations upto two decimal points.
Suggested Answer and Working Notes:
Working Notes: (i) Computation of Net Worth Per Share of SVL Total Assets (Fixed assets + Current Assets) (₹ Crores) 2260 Less: Liabilities (Current Liabilities + Borrowings) (₹ Crores) 690 Net Assets Value (₹ Crores) 1570 Current Value of Land after growing for three years @ 7.65% = 380 X (1.0765) 3 = 380 X 1.2475 (₹ Crores) 474.05 Less: Book Value (₹ Crores) 380.00 Increase in the Value of land (₹ Crores) 94.05 Adjusted NAV (1570 + 94.05) (₹ Crores) 1664.05 No. Shares (Crores) 25 Net Worth Per Share 66.56 * Alternatively, this value can also be computed as 475 Crores. (ii) Computation of Net Worth Per Share of ICL Share Capital + Reserves and Surplus = 2600 Crore Total Number of Shares = 50 Crore Net Worth Per Share = 2600 Crore/ 50 Crore = 52.00 (iii) Earning Per Share (EPS) ICL SVL PAT 1580 Crore 500 Crore No. of Shares 50 Crore 25 Crore EPS 31.60 20.00 (iv) Share price as per Dividend Growth Model ICL SVL Total Dividend 470 Crore 304.35 Crore No. of Shares 50 Crore 25 Crore Dividend Per Share (D 0 ) 9.40 12.17 Expected Dividend (D 1 ) 9.40 (1 + 0.18) = 11.09 12.17 (1 + 0.15) = 14.00 Value of Per Share as Growth Model 11.09 / (0.25-0.18) = 158.43 14.00 / (0.20-0.15) = 280 Calculation of Swap Ratio Net Worth Per Share 1 : 1.28 i.e. 1.28 × 25% 0.32 EPS 1 : 0.63 i.e. 0.63 × 30% 0.19 Share price as per Dividend Growth Model 1 : 1.77 i.e. 1.77 × 20% 0.35 Market Price 1 : 0.56 i.e. 0.56 × 25% 0.14 Total 1.00 Swap ratio is for every one share of SVL, to issue 1 share of ICL. Hence, total no. of shares to be issued 25 crores.
Topics: Mergers, Acquisitions and Corporate Restructuring
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