Understanding swap ratio can be a bit confusing, especially for those new to the concept. The swap ratio is the number of new shares or units of a financial instrument that are received in exchange for a certain number of existing shares or units.
The swap ratio is calculated by dividing the total number of new shares by the total number of old shares. For example, if a company merges with another company and the swap ratio is 1:2, this means that for every one old share held, two new shares will be issued.
In some cases, the swap ratio can be a complex calculation involving multiple variables, such as the number of shares outstanding, the exchange ratio, and the type of financial instrument being swapped. However, the end goal is always the same: to provide a fair and transparent exchange of value between the parties involved.
Additional reading: Which Company Has the Least Efficient Sg&a Sales Ratio?
What is Swap Ratio
The swap ratio is a crucial aspect of mergers and acquisitions deals. It measures the number of new shares an acquiring company needs to issue for each share of the target company.
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In a share swap, the acquiring company pays for the target company's shares in the form of its own shares. This is a key concept in determining the swap ratio.
The swap ratio can be expressed as a ratio, such as 2:1, where the acquiring company is offering 2 shares of its own stock for every 1 share of the target company.
Both the acquiring and target company make assessments about their financial strength when determining the swap ratio. This may involve metrics such as book value, EPS, PAT, and dividends paid.
The exchange ratio, which is similar to the swap ratio, is used to understand the mechanism of M&A deals. It's essentially the same concept, but used in a different context.
How Swap Ratio Works
The share swap ratio formula is used to calculate the number of shares of one company that will be exchanged for a certain number of shares of another company. This formula takes into account various financial ratios, including profits after tax, earnings per share, book value, and company size.
The swap ratio is determined by analyzing the metrics of the target company, such as profits, revenues, and market price. The share market value of the target company is a major consideration, especially if it's listed.
If a company like X acquires Z, a swap ratio of 1:5 means one share of X is exchanged for every 5 shares of Z. This allows the target company to become stronger and bigger.
The swap ratio shows the strength and size of the companies involved in the acquisition. Typically, one share of the acquiring company is exchanged for more shares of the target company.
A high swap ratio gives the acquiring company more control over the combined firm. This is because the acquiring company has more shares in the new company.
Here's a breakdown of the key factors involved in determining the swap ratio:
- Profits after tax
- Earnings per share
- Book value
- Company size
- Long-term debts
In the case of a merger between public sector banks, the share swap ratio is determined by independent experts. This helps to bring many aspects of the acquisition into light.
Types of Swap Ratio
There are two main types of swap ratios: fixed and floating. A fixed swap ratio is a set ratio of how many new acquirer shares are offered in exchange for each target company share, which remains fixed during the course of the deal.
The fixed swap ratio is preferred by the acquiring company. For instance, if company X is acquiring Z company, and there is a swap ratio offered of 1:5, then it will give one share of their company (X) for every 5 shares of the Z company that is being acquired.
A floating swap ratio, on the other hand, is a ratio that floats such that the target company receives a fixed value, regardless of what happens to either the shares of the acquirer or the target company. This type of swap ratio is preferred by the target company.
Here are the main differences between fixed and floating swap ratios:
About Share
A share swap ratio is determined by doing a valuation of the target company, looking into metrics like profits, revenues, and market price.
If the company is listed, its share market value is usually a major consideration.
The swap ratio shows the strength and size of the companies involved, often with one share of the acquiring company exchanged for more shares of the target company.
This gives the target company a chance to become stronger and bigger.
A high swap ratio usually means the acquiring company has more control over the firm.
The swap ratio helps in determining the control of shareholders in the combined company.
Types of
There are three main types of swap ratios used in mergers and acquisitions: fixed exchange ratio, floating exchange ratio, and fixed exchange ratio collar.
A fixed exchange ratio is the most common structure for larger deals, where the ratio of acquirer shares to target company shares remains fixed throughout the deal. This ratio is determined upfront and remains the same, regardless of changes in the share prices.
The fixed exchange ratio is preferred by acquiring companies because it provides certainty and predictability in the deal. For example, if an acquirer offers 0.6667 of its shares for each target share, the ratio remains the same even if the share prices fluctuate.
On the other hand, a floating exchange ratio is preferred by target companies because it provides a fixed value for the deal, regardless of changes in the share prices. In a floating exchange ratio, the target company receives a fixed value for each share, which is determined by a predetermined per-share transaction price.
A floating exchange ratio can be structured in different ways, but one example is where the target company agrees to receive $12 from the acquirer for each of its shares, regardless of changes in the share prices. This means that the number of acquirer shares issued will change to maintain a fixed deal value.
A fixed exchange ratio collar is a variation of the fixed exchange ratio that sets a maximum and minimum value for the deal. If the acquirer share price falls or rises beyond a certain point, the transaction switches to a floating exchange ratio. This collar establishes the minimum and maximum prices that will be paid per target share.
Related reading: Contingent Value Rights
Here's a summary of the three types of swap ratios:
Floating Collar
A floating collar is a type of swap ratio that helps protect the value of your investment. It's used in a floating exchange ratio transaction, where the exchange ratio can fluctuate based on the acquirer share price.
The collar sets a maximum and minimum exchange ratio, which means there's a limit to how many shares you'll receive for your target share. This helps prevent the value of your investment from getting too low or too high.
If the acquirer share price falls below a certain point, the exchange ratio stops floating and becomes fixed at a maximum ratio. This means that even if the acquirer share price decreases further, the value of each target share will also decrease.
Here's a breakdown of how a floating collar works:
With a floating collar, you can rest assured that your investment will be protected from extreme fluctuations in the acquirer share price.
Sources
- A Simple Guide On Share Swap Ratio (unacademy.com)
- Exchange Ratio - Financial Edge (fe.training)
- Exchange Ratios in M&A | Fixed vs. Floating Ratio (wallstreetprep.com)
- Companies (Compromises, Arrangement, Amalgamations) Rules, 2016. (bareactslive.com)
- Miheer H Mafatlal v. Mafatlal Industries Limited (indiankanoon.org)
- https://www.investopedia.com/terms/s/swapratio.asp. (investopedia.com)
- Suven Pharmaceuticals shares: Swap ratio, merger ... (businesstoday.in)
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