Answers / M&A Advisory

A company is considering acquiring a target with a P/E of 20x while the acquirer trades at 15x P/E. The deal is all-stock. Is it accretive or dilutive? Assume no synergies and no change in earnings growth.

A core M&A Advisory interview question — asked in analyst and associate interviews across IB, PE, and the Big 4.

THE SHORT ANSWER

It is dilutive. In a stock-for-stock deal, if the acquirer's P/E is lower than the target's P/E, the acquisition is typically dilutive because the acquirer is issuing shares at a lower earnings multiple to buy higher multiple earnings. Without synergies, the combined P/E will be between the two, leading to lower EPS for the acquirer. The exact calculation requires the exchange ratio, but the rule of thumb is: acquirer P/E < target P/E implies dilution.

WHAT INTERVIEWERS LISTEN FOR

  • Acquirer P/E 15x < Target P/E 20x
  • All-stock deal
  • No synergies
  • Dilutive

COMMON MISTAKES

  • Saying accretive without calculation
  • Ignoring the P/E comparison

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