It’s all about the multiples. You work for BoringCo.com. You make stationary rollercoasters for the feint of heart...and you grow revenues at about 10% a year. Your stock trades at about 12 times earnings, and you really want to buy your would-be competitor LetsBounce.com, which makes concrete bounce houses. Unfortunately, LetsBounce has been growing revenues at about 15%, but because they make such a much-more-exciting-than-you-do product (people are really into inflicting pain on themselves these days), they trade at 30 times earnings.
They’re willing to be bought, but they’ll want 36x earnings for the privilege; that is, a 20% premium to where they trade today, and they only want stock...no cash. The primary shareholders would all suffer a huge tax bill if they took cash, so they only will take stock. Yours.
So this is a conundrum. You trade at a low multiple...12 times. Your shareholders own you because you are a "value story," meaning that you are cheap, but you are a low-risk company. Now if you try to buy a growth company and pay a high multiple for it, you risk alienating your shareholder base, and that’s...bad. But if you do buy LetsBounce, the combination should be really powerful. Birthday parties everywhere would be a thrill a minute.
The problem is that a 12x earnings company paying 36 times earnings to acquire a competitor is dilutive. BoringCo will earn $1 a share this year. LetsBounce will earn $1 a share this year. But BoringCo trades for $12 a share. LetsBounce trades for $36 a share. Why the huge disparity in trading prices given that the earnings are the same? Answer: Growth prospects and/or the strategic value of LetsBounce are vastly better than BoringCo. So if they merged into just one combined company, their trading multiple would likely "split the difference," and the new, combined company would trade for around $24 a share.
The combination of BoringCo and LetsBounce would have been dilutive to BoringCo, because its multiple of 12 would have been diluted down via the high multiple paid for LetsBounce, and the combination would have been accretive to LetsBounce, because now their stock will trade at around 24x earnings, instead of 30x earnings. Obviously, had both companies traded at the same multiple of earnings when they combined, there would be no dilution or accretion, and the merger would simply be called “neutral.” Sort of like someone’s reaction to a rollercoaster that neither rolls nor coasts.
Related or Semi-related Video
![Finance: What are accretive v dilutive v neutral acquisitions?](https://media1.shmoop.com/video/thumbnails/COURSE.FINANCE.341_770x433.jpg)
Finance: What are accretive v dilutive v...18 Views
Finance allah shmoop what are at creative dilutive and neutral
acquisitions All right people Well it's all about the multiples
you work for boring co dot com You make stationery
roller coasters for the faint of heart And you grow
revenues at about ten percent a year All right well
your stock trades at about twelve times earnings and you
really want to buy your would be competitors Let's bounce
dot com which makes concrete bounce houses Yeah they're made
in russia What do you expect Unfortunately let's bounce has
been growing revenues at about fifteen percent but because they
make such a much more exciting than you do product
people are really into inflicting pain on themselves these days
Well they trade at thirty times earnings thirty years Fifteen
they're thirty they're willing to be bought but they'll want
thirty six times earnings for the privilege That is a
twenty percent premium toe where they trade today And they
only want stock no cash you know because the primary
shareholders would all suffer a huge tax bill if they
took cash so they'll only take stock Yours All right
So this is a conundrum You traded a low multiple
Twelve times your shareholders own you because you are a
quote value story unquote meaning that your cheap but you
are a low risk company Now if you try to
buy a growth company and pay a high multiple for
it well you risk alienating your shareholder base and that's
bad like they'll sue you in elected Different forces will
do different things but if you do buy let's bounce
while the combination would be really powerful birthday parties everywhere
would be a thrill a minute or something like that
Well the problem is that a twelve times earnings company
paying thirty six times earnings to acquire a competitors is
dilutive to that twelve times earnings company That is the
combined company If each piece were equal and they just
merged as equals a mow their m o ya that's
what they're called Well they would not have one Half
of the combined company is being valued at twelve times
earnings when it was a standalone company and then another
piece valued at thirty times as a stand alone but
combined at a price of thirty six times that's twelve
plus thirty six or forty eighth and divided by two
Companies combining here so the new company should the stock
price is all remain flat at the proposed acquisition or
merger Price set would be trading at twenty four times
earnings and we're talking really slow so you could follow
the map All right well the combination of born cohen
let's bounce would have been diluted to boring co because
it's multiple of twelve would've been diluted down via the
high multiple paid for let's bounds and the combination would
have been act creative too Let's bounce because now they're
stock will traded around twenty four times earnings instead of
thirty times earnings Right obviously had both companies traded the
same multiple of earnings when they combined Well there'd be
no dilution or at creation for either side and the
merger would simply be called neutral sort of like someone's
reaction to a roller coaster that neither rolls nor coasts
Yeah it's sort of like doing these videos are just
just keeping it real enough No we love doing good 00:03:14.905 --> [endTime] bye
Up Next
What is a Fully Diluted EPS? Fully Diluted EPS refers to the event that all convertible shares of a company are exercised. Convertible shares inclu...
What is dilution? Dilution happens when a company’s outstanding shares increase, meaning that stockowners now own a smaller percentage of the com...
What are anti-dilution provisions? Often seen in venture capital and developmental stage companies, anti dilution provisions refer to subscription...