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If you hold individual stocks, you may find yourself in a situation where a company you own stock in is acquired by another entity. This is often a good thing for shareholders of the company being acquired, but what happens to your stock in that scenario? Here’s what you need to know about your stock when a company is being acquired, including the tax implications for investors.
What happens to your stock shares when a company is bought out?
When a company is acquired, the impact on stock prices and shareholder value can be significant and vary depending on several factors. Generally, the stock price of the target company tends to rise because the acquiring company usually pays a premium over the target company’s current market value to incentivize shareholders to agree to the deal.
Conversely, the stock price of the acquiring company may temporarily dip due to the costs associated with the acquisition and the markets’ view on the transaction. However, over the long term, if the acquisition is seen as strategically sound and is well-executed, it can lead to increased shareholder value of the combined entity.
All-cash deal
In an all-cash acquisition, the stockholders of the acquired company typically receive a predetermined amount of money for their shares. This means that their shares are bought out in exchange for cash. For example, if Company A agrees to buy Company B for $100 per share in cash, shareholders of Company B will receive $100 for each share they own when the deal closes.
It’s important to note that there’s no guarantee that a deal will close when it is announced. There’s often a months-long regulatory process that must be completed, and the government can even file a lawsuit to block a deal if there are antitrust concerns. For this reason, stocks that are being acquired typically trade at a slight discount to the acquisition price until the deal is very close to closing.
All-stock deal
In an all-stock acquisition, shareholders of the target company will have their shares converted into shares of the acquiring company based on a specified conversion ratio. For instance, if there is a 1-for-2 stock merger agreement, shareholders of the target company will receive one share of the acquiring company for every two shares they currently own.
The exact conversion ratio is determined by the relative valuations of the two companies involved in the merger. After the transaction, the target company’s shares will cease trading, and the acquiring company may issue new shares to provide for the converted shares. Shareholders should be aware that the value of the new shares they receive will ultimately depend on the market’s reaction to the merger and the future earnings prospects of the combined entity.
Cash and stock deal
Some deals are structured to include both cash and stock. For example, Company A may agree to acquire Company B for $25 per share in cash plus 1 share of the acquiring company that currently trades for $75. The total amount Company B shareholders would receive would be valued at $100, but keep in mind that the exact value will change as the value of Company A’s stock rises and falls.
Do you pay taxes if a company’s stock is acquired?
Shareholders face various tax implications when their company is acquired. In an all-cash acquisition, shareholders typically incur capital gains tax on the appreciation of the company’s assets or stock since their initial investment. In an all-stock acquisition, the exchange could qualify as a tax-free or tax-deferred event, provided certain requirements are met.
For cash and stock acquisitions, shareholders may have partial capital gain recognition for the cash portion and potential tax-deferral for the stock received. To minimize tax liability, shareholders can consider strategies such as ensuring the acquisition is structured to qualify for tax-free reorganization. Consider consulting with a financial advisor or tax specialist to determine the tax implications of an acquisition.
If you hold the stock in a tax-advantaged account such as a traditional or Roth IRA, you won’t likely have to worry about any tax consequences because those accounts shelter you from having to pay taxes on capital gains. You won’t pay taxes on a traditional IRA until you start making withdrawals during retirement, and Roth IRAs come with tax-free withdrawals when distributions are qualified.
