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Microsoft Co. is considering a takeover of Zoom Inc. Microsoft has 150 Million shares outstanding that...

Microsoft Co. is considering a takeover of Zoom Inc. Microsoft has 150 Million shares outstanding that are currently trading at $50 per share. Zoom has 20 Million shares outstanding trading at $25 per share. Microsoft’s Board of Directors believes that Zoom is currently not operated efficiently. The appropriate discount rate for both firms is 10%. Both firms face a 20% tax rate.

a) Suppose Microsoft has offered to pay Zoom’s shareholders $600 Million in cash to acquire Zoom. What is the minimum amount of after-tax synergies per year created by the acquisition that would justify such an offer? (Hint: Assume that the annual synergies are constant and perpetual.) Show your work. [5 marks]

b) Microsoft’s consultants have determined that the acquisition of Zoom will generate annual synergies of $12.50 Million before taxes. Including these synergies, what would be the market value of the combined company (Micro-Zoom) after the acquisition? Show your work. [5 marks]

c) Suppose that instead of using cash, Microsoft is offering the shareholders of Zoom 10 Million new shares in Microsoft as payment. (Hint: You can assume the same constant, perpetual, annual synergies as in part (b)) Show your work. What will be the new share price of Microsoft after the acquisition?

[5 marks] What is the premium (in $ per share) that Zoom shareholders would receive in this case? [10 marks]

Solutions

Expert Solution

a. Annual After tax Synergies = Excess payment to Zoom * Discount Rate

Annual After tax Synergies = (600 M - 20 M * 25) * 10%

Annual After tax Synergies = 10 Million

Minimum amount of after-tax synergies per year created by the acquisition that would justify offer = $10 Million

b. Market value of combined company = Value of Microsoft + value of Zoom + Value of Synergy

Market value of combined company = 150 M * 50 + 20 M * 25 + $12.5 M / 10%

Market value of combined company = $8125 Million

c. Shares after acquisition = Current Shares + New Shares = 150 M + 10 M = 160 M

New Share Price = Market value of Combined Company / Shares After Acquisition

New Share Price = 8125 M / 160 M

New Share Price = $50.78125

Premium to Zoom Shareholders = (((New Share Price * Shares Issued) - Value of Zoom) / Shares of Zoom)

Premium to Zoom Shareholders = ((($50.78125 * 10 Million) - $500 M) / 20 M)

Premium to Zoom Shareholders = 7.8125 M / 20 M

Premium to Zoom Shareholders = $0.390625 per Share

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