The Role of Equity in Mergers and Acquisitions (M&A): A Comprehensive Guide

The world of mergers and acquisitions (M&A) is very dynamic, it continuously creates and transforms industries, but amidst all of this, there is one factor that more often than not goes unnoticed i.e equity. In this comprehensive guide, we shed light on the intricacies of equity, that go unnoticed by almost every casual viewer and how it helps organisations and investors forge their fates!

Understanding Equity in Mergers and Acquisitions

The equity structure of a company can be quite complex, it has various shares and instruments with rights and preferences. The negotiation processes in mergers and acquisitions include careful considerations of how the different kinds of shares are treated in order to ensure alignment of interests, fairness, and compliance with legal and regulatory standards. The treatment of these shares has a significant impact on how the M&A deal works out.

Here’s a brief overview of different types of shares and their roles in M&A:

• Common Shares: The shareholders of common shares enjoy voting rights and generally receive a portion in the purchase price. They also have the right to accept or reject an M&A transaction.
• Preferred Shares: The Preferred shareholders receive a priority on dividends and asset distributions. Their rights have an influence on how the M&A proceeds are to be distributed.

• Voting & Non-Voting Shares: Just like the name suggests voting shareholders enjoy voting rights and non-voting shareholders don’t. 

• Convertible Shares: These shares can be converted into common shares. Conversion incentives can be used to encourage preferred shareholders to join the newly merged business.
• Employee Stock Options (ESOPs): ESOPs have an effect on employee compensation retention, which furthermore influences the overall value of the M&A transaction.

Equity’s Role in M&A Valuation

It is very important to establish the value of the target firm before the M&A transaction begins. In this process, equity holds a key role, it helps in the establishment of a price range that is mutually agreeable between the purchasing and the selling firm.
Here are some valuation methods that are commonly used:

• Discounted Cash Flow (DCF) Valuation: DCF analyses and evaluates the current value of a company’s estimated future cash flows, also taking into account its anticipated revenue, expenses, capital expenditures, and also the risk-adjusted discount rates for the purchase.
  DCF helps in the determination of the intrinsic value of the target company’s shares based on the predicted cash flows during an M&A transaction. It also helps investors determine how much they are willing to spend.

• Market Comparable Valuation (Market Comps): Market comps draw out a comparison between the target organisation and recently acquired companies of the same industry, by analyzing criteria such as  Price-to-Earnings (P/E), Price-to-Sales (P/S), and Enterprise Value-to-EBITDA (EV/EBITDA).
  This technique is used in M&A to assess the target company’s equity by analyzing how other similar companies are valued.

• Transaction Comparable Value (Transaction Comps): Transaction comps analyze the recent M&A transitions in the same industry with reference to value multiples, deal terms, and synergies.
  Transaction comps, in M&A; provide insights about what other buyers have paid for similar companies, therefore, assisting potential acquirers in determining the offer that they make to the target company’s equity.
• Asset-Based Valuation: this valuation technique takes into account tangible and intangible assets like real estate, patents, and inventory to calculate a company’s worth in order to determine equity value.
  In M&A, asset-based valuation helps in the calculation of the minimum stock value of the target company, which is of extreme importance when the assets outweigh the liabilities in the target company.

Equity Financing of M&A Transactions 

M&A transactions are generally financed using equity. The decision to use equity financing to execute an M&A transaction is influenced by various factors such as the financial health of the companies involved, the strategic goals, and also the market conditions. It involves issuing and/or utilization of existing shares to generate funds necessary for acquisition. Here are some advantages and disadvantages  of employing equity financing in mergers and acquisitions:

Advantages of Using Equity Financing in M&A:

• Cash Retention: The acquiring company can keep its cash reserves for other operational activities, debt reduction, future investments, etc.
• Interest Alignment: when the shareholders of the acquired company become the shareholders of the acquiring company, their interest is aligned with the success of the new combined entity; which further promotes collaboration and shared goals.
• Reduced Financial Risk: Equity financing helps in lowering the financial leverage of the acquiring company, which can be advantageous during uncertain economic times.

Disadvantages of Using Equity Financing in M&A:

• Dilution of Ownership: Issuing new shares in order to fund the acquisition may result in the dilution of ownership stakes of existing shareholders also causing an effect on their future earnings and limiting their control
• Market Reaction: If the market has a  negative reaction to an equity-based M&A transaction, it may result in a drop in stock prices. The shareholders may consider the transaction insufficiently advantageous or maybe overpriced.
• Integration Challenges: It can be difficult to bring together shareholders with different interests. Also combining business with different management styles, cultures, and operation practices can be a huge task.

Control and Governance

The amount of control that the shareholders have is directly proportional to the amount of shares that they hold. When the acquiring company gains significant stock in the target company, it gains control over strategic decisions and governance.
The proportion of stock held by the acquiring company determines whether or not they hold the majority stake in the company. This distinction has a significant effect on the level of control and influence that the acquiring business enjoys.

Due Diligence and Risk Management

• Due Diligence: M&A transactions should go through a very thorough due diligence procedure that includes extensive analysis of the target company’s financial health, liabilities, and also potential hazards. It is very important to pay close attention to make informed decisions.
• Risk Management: Equity management firms employ a variety of risk management techniques in order to protect their customers from any possible risks that may come up during or after M&A, thereby securing the value of acquired shares.

Conclusion

The components of equity i.e. valuation, financing, governance and risk management are interconnected to one another in such corporate structures. So, it becomes necessary to understand the influence and control that it has on such transactions.
To conclude, we can say that equity plays an important role in laying down a strong foundation for M&A deals.
It is now your turn to observe and experience the difference that effective equity management can bring to your M&A journey.
Book a demo with our team at trica and join us on a journey as we negotiate the difficulties of M&A together.