Pre-deal situation
BuyCo plans to acquire 100% shares of SellCo in a stock-for-stock transaction.
BuyCo has a net income of $300,000 and 100,000 shares outstanding
Market shareprice of BuyCo is $50.0
Pre-deal EPS = $3.0
Pre-deal P/E = 16.7x
SellCo has a net income of $100,000 and 50,000 shares outstanding
Market shareprice of SellCo is $60.0
Pre-deal EPS = $2.0
Pre-deal P/E = 30.0x
The deal
BuyCo agrees to pay a premium for control of 30%, so the offer price for one SellCo share is 1.3*$60.0 = $78.0
Stock-for-stock exchange ratio is $78/$50 = 1.56 of BuyCo shares for one SellCo share
BuyCo issues 1.56*50,000 = 78,000 new shares to exchange them for all the SellCo shares outstanding
Total shares of NewCo = 100,000 (pre-deal shares of BuyCo) + 78,000 (new shares) = 178,000 shares
NewCo expected EPS = Total net income/Total shares outstanding = ($300,000+$100,000)/178,000 = $2.25
NewCo expected shareprice = (P/E of BuyCo)*(expected EPS) = 16.7x*$2.25 = $37.45
Post-deal situation
EPS of NewCo fall from $3.0 to $2.25, so the deal is 25% dilutive for BuyCo shareholders
BuyCo shareholders own 100,000/178,000 = 56.18% of NewCo
SellCo shareholders own 78,000/178,000 = 43.82% of NewCo
http://en.wikipedia.org/wiki/Accretion/dilution_analysis