Stock or Cash?: The Trade-Offs for Buyers and Sellers in Mergers and Acquisitions (2024)

Stock or Cash?: The Trade-Offs for Buyers and Sellers in Mergers and Acquisitions (1)

Companies are increasingly paying for acquisitions with stock rather than cash. But both they and the companies they acquire need to understand just how big a difference that decision can make to the value shareholders will get from a deal.

The legendary merger mania of the 1980s pales beside the M&A activity of this decade. In 1998 alone, 12,356 deals involving U.S. targets were announced for a total value of $1.63 trillion. Compare that with the 4,066 deals worth $378.9 billion announced in 1988, at the height of the 1980s merger movement. But the numbers should be no surprise. After all, acquisitions remain the quickest route companies have to new markets and to new capabilities. As markets globalize, and the pace at which technologies change continues to accelerate, more and more companies are finding mergers and acquisitions to be a compelling strategy for growth.

A version of this article appeared in the November–December 1999 issue of Harvard Business Review.

Stock or Cash?: The Trade-Offs for Buyers and Sellers in Mergers and Acquisitions (2024)

FAQs

What is the difference between cash and stock consideration in M&A? ›

In acquisitions, the consideration paid to sellers can significantly shape the transaction's dynamics. Cash offers are straightforward, providing sellers with immediate liquidity and a clean exit, while stock consideration aligns sellers with the future prospects of the acquirer's business.

What happens to stock during a merger? ›

Key Takeaways

When one company acquires another, the stock price of the acquiring company tends to dip temporarily, while the stock price of the target company tends to spike. The acquiring company's share price drops because it often pays a premium for the target company, or incurs debt to finance the acquisition.

What happens to cash in M&A? ›

In M&A transactions, cash works the same way as debt, only in reverse. Since any cash in the company could be used to repay debt, or conversely, more money could be borrowed to increase cash, debt and cash are linked. As a result, transactions are generally structured on a cash-free, debt-free basis.

What is a stock cash merger? ›

an occasion when two or more companies join and where the buying company buys the other company's shares with cash, rather than exchanging them for its own shares: The company proposed a cash merger valued at $170 million with a manufacturer of industrial machine parts.

What is the difference between cash and stock takeover? ›

In a cash deal, the roles of the two parties are clear-cut, but in a stock deal, it's less clear who is the buyer and who is the seller. Despite their obvious importance, these issues are often given short shrift in corporate board-rooms and the pages of the financial press.

What is the difference between cash and stock options? ›

Financial Stability vs. Potential Upside: Cash compensation provides financial stability, ensuring employees can cover expenses and plan for the future with certainty. Stock options, however, offer the potential for significant upside if the company's stock price increases.

Who gets the money in a merger? ›

Shareholders of both merging companies receive the same value of shares in the new company that they owned in one of the older, pre-merger companies. If you own $50,000 worth of stock in Company A before the merger, you'll get $50,000 worth of shares in the entity created by Company A merging with Company B.

Should I sell stock after acquisition? ›

It's rarely worth holding on to your shares long after the announcement of an all-cash acquisition. For stock or cash-and-stock deals, your decision to hold or sell should be based on whether you have any desire to be a shareholder in the acquiring company.

Do I have to sell my shares in a takeover? ›

A Shareholder cannot generally be forced to sell shares in a company unless you have either agreed to a process resulting in that outcome, or the court orders that outcome.

How to treat cash in an acquisition? ›

The cash position of an acquired company will depend on the nature of the transaction that has taken place. If a company buys another legal entity, then the acquirer will gain the ownership of all of the assets and liabilities of the acquired company, and that will include cash.

What is a cash out in M&A? ›

A cash-out (or squeeze out) is the compulsory acquisition of shares by majority shareholders from minority shareholders for consideration in cash and is often used to convert of a subsidiary into a wholly-owned subsidiary.

Why do acquires prefer to pursue stock-based acquisitions? ›

For the acquirer, the main benefit of paying with stock is that it preserves cash. For buyers without a lot of cash on hand, paying with acquirer stock avoids the need to borrow in order to fund the deal.

What happens to my stock in a merger? ›

When the deal is closed, existing shareholders will receive cash in return for their stock (i.e., their shares will be sold to the acquiring company). If a public company takes over a private firm, the acquirer's share price may fall a bit to reflect the cost of the deal.

What is the most profitable market to trade? ›

Day traders commonly choose the forex market for its low barriers to entry as well as exchange-traded funds. Long-term investors are often attracted to the commodities market and the market for contracts for difference.

Why do companies give stock instead of cash? ›

Companies offer stock options to employees as a way to make compensation more lucrative and attractive. These benefits also help businesses create an ownership culture that fosters improved performance and long-term success.

What is cash consideration in M&A? ›

What is Cash Consideration? Cash consideration is the purchase of the outstanding stock shares of a company using cash as the form of payment. An all-cash offer is one way that an acquirer may use to acquire a stake in another company during a merger or acquisition transaction.

What are the types of consideration in M&A? ›

Considerations for engaging in M&A consist of many of the following: using cash or stock to acquire the target, accounting implications, tax treatment, etc. Purchase price allocation is the process of allocating the target's assets and liabilities to fair market value.

What is stock consideration? ›

What does Consideration shares mean? Shares in the buyer which are issued directly to the seller as part of the consideration for the acquisition of the target company/target business.

What is meant by issue of shares for consideration other than cash? ›

When an asset is acquired by a company, the payment of asset price can be made by the issue of shares or in cash to the vendor. Moreover, when shares are given against the purchase price, it is known as 'Issue of shares for consideration other than cash'. In this case, shares are not open to the general public.

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