Series 79 practice questioneasyMerger Consideration
A merger agreement provides for a cash and stock mix, where each target share will be exchanged for $10 in cash plus 0.3 shares of the acquirer's stock. If the acquirer's share price declines significantly before closing, what is the potential risk to target shareholders in this structure?
- ATarget shareholders will receive additional cash to compensate for the drop.
- BThe acquirer must increase the share ratio to ensure a fixed total value.
- CThe value of consideration received by target shareholders will decrease.✓ Correct answer
- DTarget shareholders can opt out of the merger for a fixed payment.
Explanation
Why C — The value of consideration received by target shareholders will decrease.
With a fixed share ratio and cash amount, if the acquirer's share price drops, target shareholders receive less total value. Option A and B are traps because no automatic adjustment is made unless specified; option D is incorrect as opt-out provisions are not standard.
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