Swap Ratio (Or Exchange Ratio)
Swap Ratio (Or Exchange Ratio)
Swap Ratio (Or Exchange Ratio)
The shareholders of the amalgamating company are given the shares of the
amalgamated company in exchange for the shares held by them in the amalgamating
company. For example when TOMCO was emerged with Hindustan Lever Limited,
shareholders of TOMCO were given the shares of Hindustan Lever Limited in the ratio
of 2:15; that means 2 shares of Hindustan lever Limited were given in lieu of 15 shares
of TOMCO . How is the exchange ratio determined? The commonly used bases for
establishing the exchange ratio are: earnings per share, market price per share, and
book value per share.
Earnings per share: Suppose the earnings per share of the acquiring firm are Rs 5.00
and the earnings per share of the target firm Rs 2.00. An exchange ratio based on
earnings per share will be 0.4 that is (2/5). This means 2 shares of the acquiring firms
will be exchanged for 5 shares of the target firm.
While earnings per share reflect prime facie the earnings power, there are some
problems in an exchange ratio based solely on current earnings per share of the
merging companies because it fails to take into account the following:
* The differential risks associated with the earnings of the two companies
Moreover, there is the measurement problem of defining the normal level of current
earnings. The current earnings per share may be influenced by certain transient factors
like a windfall profit, or an abnormal labor problem, or a large tax relief. Finally, how
can earnings per share, when they are negative, be used?
Market Price per share: The exchange ratio may be based on the relative market prices
of the shares of the acquiring firm and the target firm. For example, if the acquiring
firm’s equity share sells for Rs 50 and the target firm’s equity share sells for Rs 10 the
exchange ratio based on the market price is 0.2 that is (10/50). This means that 1
share of the acquiring firm will be exchanged for 5 shares of the target firm.
When the shares of the acquiring firm and the target firm are actively traded in a
competitive market, market prices have considerable merit. They reflect current
earnings, growth prospects and risk characteristics. When the trading is meager market
prices, however, may not be very reliable. In the extreme case market prices may not
be available if the shares are not traded. Another problem with market prices is that
they may be manipulated by those who have a vested interest.
Book value per share: The relative book values of the two firms may be used to
determine the exchange rate. For example, if the book value per share of the acquiring
company is Rs 25 and the book value per share of the target company is Rs 15, the
book value based exchange ratio is 0.6 =(15/25).
The proponents of book value contend that it provides a very objectives basis. This,
however is not convincing argument because book values are influenced by accounting
policies which reflect subjective judgments. There are still serious objections against the
use of the book value.