Takeda (TAK) acquired Shire (SHPG) in a cash and stock deal. Guidance for determining Fair Market Value for this merger, and the proper method to use in our club accounting system were found in the Investor Relations area of the Takeda web site.
This merger is a cash-plus-stock reorganization. This is a fully taxable merger with cash. For tax purposes this is treated as a sale of Shire for the value of the cash and stock received. Some of the proceeds from the sale (the value of the stock received) is used to purchase Takeda. All the information below is from the information available from documents posted on the TAK web site. The first instructions are for users of the desktop software, Club Accounting 3. Instructions for Myiclub.com users follow later in this document.
These instructions are for Shire shareholders who held their shares as ADS shares traded on American exchanges with the ticker symbol SHPG.
The total merger consideration is $186.76 per Shire share. This is $90.99 in cash and $95.77 in Takeda shares (5.034 x 19.025). The average of the high and low prices of Takeda on the merger completion date was $19.025. Calculate the total value received for your Shire shares by multiplying 186.76 by the total shares of Shire owned.
Total Proceeds = [186.76 x (# of Shire shares owned)] – (Reorganization fee).
For example, if you owned 100 SHPG shares your total proceeds would be (18676.00 – Reorganization fee).
Use the Suspense account to receive the sale proceeds. Date this transaction 1/8/19.
Transfer from the Suspense account to the Broker account (or bank if appropriate), all merger consideration cash received from this merger transaction. This will be the amount of the $90.99 per Shire share minus any reorganization fee charged. If your Suspense account balance was zero when you entered the sell transaction above, then the balance after transferring the merger cash received will be the total purchase price of the Takeda shares you received in this merger. For example, if you owned 100 Shire shares your cash portion of the merger consideration was
$9099.00 – reorganization fee. ([90.99 x 100] –reorganization fee).
Enter a buy transaction for the number of Takeda shares entitled to receive in this merger. This will be 5.034 x (# of Shire shares owned). For example if you owned 100 Shire shares then enter
503.4 Takeda shares purchased (5.034 x 100).
Date the transaction 1/8/2019. The total purchase price will be the amount remaining in the Suspense account, if the Suspense balance was zero when this process was started. The amount should be (95.77 x # of Shire shares owned). For example, if you owned 100 Shire shares, then the total purchase cost would be 9577.00.
Choose the Suspense account as the source of funds for the purchase. Save the buy transaction.
The fractional shares received in this merger will likely be sold by your broker.
Enter a Sell transaction for the fractional shares dated 1/9/2019. The share amount will be the NON-whole part of the shares bought in the buy transaction above. For example if you owned 100 Shire shares then you entered 503.4 Takeda shares purchased. You would sell .4 Takeda shares in this Sell transaction.
The total proceeds will be the cash-in-lieu amount listed on your broker statement.
Use the Merger with cash security transaction.
Step 1. Choose Shire (SHPG) as the merging company and date the transaction 1/8/2019. Step 2. Select the option Transaction is fully taxable. Enter the following additional information:
Cash per share received: 90.99
Exchange ratio: 5.034 to 1
Price per share of new shares: 19.025
Reorganization fee: From your broker statement, if one was charged.
Symbol of new company: TAK
Cash received: Cash-in-lieu amount from broker statement. Other fields should auto-fill from the information already entered.
Note: In Merger with cash transactions, realized capital gains and the cost basis of the new shares have a component dependent on the price per share entered in the entry screens. In our experience brokers tend to use the price per share published by the companies on their websites in their guidance to shareholders. If the companies publish guidance with a share price, we use that share price in our instructions to minimize possible differences between the accounting records and broker information. In cases where no guidance is available, we will choose the lower of the opening or closing price on the effective date. Either of these prices is acceptable to the IRS and by choosing the lower price some realized capital gains will be deferred to a later date. However, there is always the chance the price we choose will not be the price chosen by your broker. The gain from the merger and cost basis of the new shares recorded in your accounting records will then differ from your broker information. Because of the lack of detail in the tax code, both our choice and your broker’s choice would be reasonable estimates of market value for the shares received. Your records are NOT incorrect because they differ from your broker. Tax return forms do have specific areas to report these usually small differences. Our tax printer software handles these adjustment entries automatically in the normal operation of the software.