会计、税务及并购估值.ppt

Accounting, Taxes, and M&A Valuation
What Every Investment Banker Needs to Know
M&A Accounting
Depending on the characteristics of a merger or acquisition transaction will be accounted for as a:
bination or a
pooling-of-interest (pooling) combination.
Purchase Method Accounting
Purchase accounting requires the acquirer to record in its financial statements the fair market value of all assets acquired.
Both tangible and intangible, and liabilities assumed.
The fair value of an asset is generally its market or appraised value, and liabilities are generally valued on a present value basis.
Any excess or residual purchase price over the fair value of identifiable assets is considered goodwill that must be recorded as an asset and amortized over its useful life or a maximum of 40 years.
Pooling Method Accounting
The pooling method accounts for bination of two firms as a union of the ownership interests of the two previously separated groups of stockholders.
No sale or purchase is considered to have occurred.
The assets and liabilities of bining firms continue to be carried at their book values, that is, on the basis of their historical costs.
Any goodwill carried on the target’s books prior to the merger continues to be carried on the merged firm’s books at its historical cost, but no new goodwill is recognized as a result of the pooling.
The stockholders’ equity of the merged firm is recorded at the sum of the book values of the two firms.
Pooling-of-Interest Treatment
Twelve Criteria For A Pooling of Interests Merger
Attributes of panies
Autonomous (two-year rule)
Independent (10% rule)
Manner bining Interests
Single transaction (completed in one year following the initiation)
Exchange mon stock (90% "substantially all" rule)
No equity changes in contemplation bination (two-year rule)
Shares reacquired only for purposes other bination
No change in proportionate equity interests
Voting rights immediately bination resolved at consummation (no pending provision