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Series 79: M&A, Tender Offers & Restructuring
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?

  1. ATarget shareholders will receive additional cash to compensate for the drop.
  2. BThe acquirer must increase the share ratio to ensure a fixed total value.
  3. CThe value of consideration received by target shareholders will decrease.✓ Correct answer
  4. DTarget shareholders can opt out of the merger for a fixed payment.
Explanation

Why CThe 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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