Series 79 practice questionhardMerger Consideration
In a merger agreement with a fixed exchange ratio and a collar structure, the acquirer agrees to deliver 0.5 shares for each target share if the acquirer’s average share price remains between $40 and $50. If the price falls below $40, the exchange ratio is increased. If it rises above $50, the ratio is decreased. What is the main risk to target shareholders if the acquirer’s stock falls sharply below $40 per share before closing?
- ATarget shareholders will receive less overall value due to a reduced exchange ratio.
- BTarget shareholders may receive more acquirer shares, but the total value could still be lower than initially expected.✓ Correct answer
- CTarget shareholders are locked into the original ratio regardless of price movements.
- DThe transaction will automatically terminate if the acquirer's stock falls below $40.
Explanation
Why B — Target shareholders may receive more acquirer shares, but the total value could still be lower than initially expected.
A collar adjusts the exchange ratio so target shareholders receive more acquirer stock if the price falls, but overall value may still drop if the acquirer’s shares decline significantly. The trap is thinking added shares always compensate for price drops.
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