Merger Model

Merger Model

description: Build accretion/dilution analysis for M&A transactions. Models pro forma EPS impact, synergy sensitivities, and purchase price allocation. Use when evaluating a potential acquisition, preparing merger consequences analysis for a pitch, or advising on deal terms. Triggers on "merger model", "accretion dilution", "M&A model", "pro forma EPS", "merger consequences", or "deal impact analysis".

Workflow

Step 1: Gather Inputs

Acquirer:

• Company name, current share price, shares outstanding
• LTM and NTM EPS (GAAP and adjusted)
• P/E multiple
• Pre-tax cost of debt, tax rate
• Cash on balance sheet, existing debt

Target:

• Company name, current share price, shares outstanding (if public)
• LTM and NTM EPS or net income
• Enterprise value or equity value

Deal Terms:

• Offer price per share (or premium to current)
• Consideration mix: % cash vs. % stock
• New debt raised to fund cash portion
• Expected synergies (revenue and cost) and phase-in timeline
• Transaction fees and financing costs
• Expected close date

Step 2: Purchase Price Analysis

Step 3: Sources & Uses

Step 4: Pro Forma EPS (Accretion / Dilution)

Calculate year-by-year (Year 1-3):

Step 5: Sensitivity Analysis

Accretion/Dilution vs. Synergies and Offer Premium:

Accretion/Dilution vs. Cash/Stock Mix:

Step 6: Breakeven Synergies

Calculate the minimum synergies needed for the deal to be EPS-neutral in Year 1.

Step 7: Output

• Excel workbook with:
  • Assumptions tab
  • Sources & uses
  • Pro forma income statement
  • Accretion/dilution summary
  • Sensitivity tables
  • Breakeven analysis
• One-page merger consequences summary for pitch book

Important Notes

• Always show both GAAP and adjusted (cash) EPS where relevant
• Stock deals: use acquirer's current price for exchange ratio, note dilution from new shares
• Include purchase price allocation — goodwill and intangible amortization matter for GAAP EPS
• Synergy phase-in is critical — Year 1 is often only 25-50% of run-rate synergies
• Don't forget foregone interest income on cash used and new interest expense on debt raised
• Tax rate on synergies and interest adjustments should match the acquirer's marginal rate

Hermes Profile Notes

This skill was packaged from pi-financial-services source path plugins/vertical-plugins/investment-banking/skills/merger-model for the Hermes financial-services profile. Use institutional data connectors first when available, cite sources, and stage outputs for qualified human review.

Common Pitfalls

1. Do not present drafts as investment, legal, tax, or accounting advice.
2. Do not use web search as the primary source when an institutional MCP/data connector is available.
3. Do not execute transactions, contact clients, post to a ledger, or approve onboarding. Stage outputs for review.

Verification Checklist

• Inputs, assumptions, dates, and currencies are explicit.
• Numbers tie across tables, models, decks, and memos.
• Sources are cited and institutional data is preferred where available.
• Output is labeled draft / for human review where appropriate.