Facebook buying WhatsApp for 19 Billion. How are existing shareholders affected?
"The answer to your question has to do with the an explanation of ""shares authorized, issued and outstanding."" Companies, in their Articles of Incorporation, specify a maximum number of shares they are authorized to issue. For example purposes let's assume Facebook is authorized to issue 100 shares. Let's pretend they have actually issued 75 shares, but only 50 are outstanding (aka Float, i.e. freely trading stock in the market) and stock options total 25 shares. So if someone owns 1 share, what percentage of Facebook do they own? You might think 1/100, or 1%; you might think 1/75, or 1.3%; or you might think 1/50, or 2%.  2% is the answer, but only on a NON-diluted basis. So today someone who owns 1 share owns 2% of Facebook. Tomorrow Facebook announces they just issued 15 shares to Whatsapp to buy the company.  Now there are 65 shares outstanding and 90 issued. Now someone who owns 1 share of Facebook own only 1/65, or 1.5% (down from 2%)! P.S. ""Valuation"" can be thought of as the price of the stock at the time of the purchase announcement." It's a dilution of the ownership; the public used to own x% of Facebook and now they own less than x% of the bigger Facebook that incorporates Whatsapp (assuming that Whatsapp was completely private before). Logically, the $15 billion is allocated proportionately between the existing stockholders (x% of it for the general public, y% for Mark Zuckerberg, etc).  However it doesn't really make sense to think of it that way unless Whatsapp is actually worthless. What's important are the proportions. Suppose that the newly issued shares correspond to 25% of the previous share capital. Then previously the general public owned x% out of 100%, and now they own x% out of 125%, i.e. (0.8x)% of the new share capital. Whether the actual value of those stocks has changed depends entirely on the actual value that Whatsapp adds to the old Facebook. As Dheer says, only time will tell on that one. Apart from the financial consequences, dilution is sometimes considered important because it can mean a change in influence: a significant shareholder would often be able to encourage the company to act in a certain way. With a lower percentage ownership, that influence is diminished. isn't it still a dilution of existing share holder stock value ? Whether this is dilution or benefit, only time will tell. The Existing value of Facebook is P, the anticipated value after Watsapp is P+Q ... it may go up or go down depending on whether it turns out to be the right decision. Plus if Facebook hadn't bought Watsapp and someone else may have bought and Facebook itself would have got diluted, just like Google Shadowed Microsoft and Facebook shadowed Google ... There are regulations in place to ensure that there is no diversion of funds and shady deals where only the management profits and others are at loss. Edit to littleadv's comments: If a company A is owned by 10 people for $ 10 with total value $100, each has 10% of the share in the said company. Now if a Company B is acquired again 10 ea with total value 100. In percentage terms everyone now owns 5% of the new combined company C. He still owns $10 worth. Just after this acquisition or some time later ... Of course it is a dilution of existing shareholders. When you buy milk in the supermarket - don't you feel your wallet diluted a little? You give some $$$ you get milk in return. You give some shares, you get Watsapp in return. That's why such purchases must go through certain process of approval - board of directors (shareholders' representatives) must approve it, and in some cases (don't know if in this particular) - the whole body of the shareholders vote on the deal.
like any share, valuing facebook requires a projection of earnings and earnings growth to arrive at a present value for the right to share in these future earnings.   there are economic arguments to be had for facebook to see either a negative or positive future long term net income growth. given the uncertainty we can establish a very rough baseline value by treating it as a perpetuity (zero growth) discounted at historical equity growth rate (8%) with some very simple math. An annual net income of 900 million discounted at 8 percent in perpetuity is worth 11.25 Billion.  Now, take into account the fact that tech stocks trade at an inflated PE multiple of around 3 times that of a mature company in an established industry (PE x10-20 for average stocks and anywhere between x30-60+ for tech stocks), and I would expect the market cap for this perpetuity to be around 34 Billion.  A market cap of 34 billion is a share value of around 15.5, which is the point where I would take up a long position with fair confidence. I do think that the share deserves a premium for potential income growth (despite the current and potential future revenue losses) simply due to the incredibly large user base and the potential to monetize this. Of course, it wasn't worth the 22 dollar premium that IPO buyers paid but its worth something.  I think there is simply too much uncertainty for me to go long in the next 6 months unless it hits 15/share which may never happen. If the company can monetize mobile and show quarterly results in the next year I would consider a long position for anywhere from 15-20 a share. I think the Saudi stake in Twitter has something to do with this.  Edit  Downvote me all you want. It doesn't make Prince Alaweed bin Talal own any less of Twitter.  In 2015 his stake was valued at $1 billion and there's no doubt that number has only gone up over the last two years.  http://fortune.com/2015/10/07/saudi-prince-twitter-stock/  Saudi Prince Alaweed bin Talal remains one of the largest and most important Twitter shareholders.  https://www.recode.net/2016/8/11/12417064/twitter-stock-ownership-takeover-acquisition-challenges No, I was only partially sarcastic. The new stock sale goes to FB, not paid out to stockholders, at this point. Whether the stock is price right depends on how that investment is spent. People forget that stock is sold to generate investment capital, not to get a short-tem bump, and see who is left holding the bag. Was FB overpriced? It depends. Anti-Facebook circlejerk continues. Where were these articles before it went public ? It makes it seem like bad for common investors when in reality they couldn't even get in on the stock. It was the institutional funds and connected investors who bought the stock at 38. The common market actually was the one that didn't support the stock once it went public.   If anyone, it's the institutional funds that got screwed. First: the question is irrelevant for purchases on exchange, mostly. Majority of sales on stock exchanges is between shareholders. If however you buy directly from the company (in a IPO, or direct share purchase program of some kind, like ESPP), then it does end up showing in the company account ledgers one way or another. It then become part of company's total assets, and the newly sold shares add to the equity. "Many thanks for thedetailed  response, appreciate it. But I am still not clear on the distinction between a public company and the equity holders. Isn't a public company = shareholders + equity holders? Or do you mean ""company"" = shareholders+equity holders + debt holders?" From my understanding, only A and B are shareholders, and M is a managing entity that takes commission on the profit. Assuming that's true.  At the start of the project, A contributes $500,000. At this point, A is the sole shareholder, owning 100% of the project that's valued at $500,000.  The real question is, did the value of the project change when B contributed 3 month later. If the value didn't change, then A owns 33.33%, and B owns 66.66%. Assuming both A and B wants to pay themselves with the $800,000 profit, then A gets a third of that, and B gets the rest.  However, if at the time of B's contribution, both parties agreed that the pre-money of the project has changed to $1 million, then B owns half the project valued at 2 million post-money. Then the profit would be split half way. The reason for such differences is that there's no source to get this information. The companies do not (and cannot) report who are their shareholders except for large shareholders and stakes of interest. These, in the case of GoPro, were identified during the IPO (you can look the filings up on EDGAR). You can get information from this or that publicly traded mutual fund about their larger holdings from their reports, but private investors don't provide even that. Institutional (public) investors buy and sell shares all the time and only report large investments. So there's no reliable way to get a snapshot picture you're looking for. Various types of corporate actions will precipitate a price adjustment.  In the case of dividends, the cash that will be paid out as a dividend to share holders forms part of a company's equity.  Once the company pays a dividend, that cash is no longer part of the company's equity and the share price is adjusted accordingly. For example, if Apple is trading at $101 per share at the close of business on the day prior to going ex-dividend, and a dividend of $1 per share has been declared, then the closing price will be adjusted by $1 to give a closing quote of $100. Although the dividend is not paid out until the dividend pay date, the share price is adjusted at the close of business on the day prior to the ex-dividend date since any new purchases on or after the ex-dividend date are not entitled to receive the dividend distribution, so in effect new purchases are buying on the basis of a reduced equity.   It will be the exchange providing the quote that performs the price adjustment, not Google or Yahoo.  The exchange will perform the adjustment at the close prior to each ex-dividend date, so when you are looking at historical data you are looking at price data that includes each adjustment. As part of this acquisition 96% of the shareholders accepted an offer for their shares This means that most of the shareholder agreed for the sale. If this was less than specified percentage, the deal would not have gone through. To make it easier, there were 2 options present to shareholder, full exchange of shares of Infinera or part shares and part cash. I failed to do so as I was unwell at the time So you cannot now choose the option. There will be a default option of getting the equivalent shares in Infinera. What options are available to me now? Contact Infinera investor relations and ask them. Another form of 'shareholder' activism. You might be able to buy a single share, which it seems would cost around $35, attend the AGM, and ask questions and/or shout or sing and delay proceedings. There would certainly be security guards or police ready to remove protesters at an AGM. Is it normal for such transactions to create new outstanding shares? Yes a company can create new shares or a Majority share holder can sell some of his stake or it can be a mix of both. how will this news affect the short-term and long-term price of the company's stock? This is opinion based and not apt for this site. It can be positive or negative depending on how the market reacts to the news. For each class A share (GOOGL) there's a class C share (GOOG), hence the missing half in your calculation. The almost comes from the slightly higher market price of the class A shares (due to them having voting powers) over class C (which have no voting powers). There's also class B share which is owned by the founders (Larry, Sergei, Eric and perhaps some to Stanford University and others) and differs from class A by the voting power. These are not publicly traded. Oh, I see what you mean. It depends which side you look at it from: the company, or the individual investor.  For the individual investor, I guess it doesn't matter. As you said, you only buy the amount of stocks you can afford. What matters afterwards is whether the price of your stocks goes up or down. That's when the company valuation comes into play. If a company is overvalued, the stock prices are going to go down until they reach the [equilibrium point](http://en.wikipedia.org/wiki/Economic_equilibrium). Or, rephrasing, stocks go down when more people will want to sell than buy, creating an excess supply, so sellers will be willing to offer lower prices so you buy from them. Stocks go up when the opposite happens, more people will want to buy than sell, so buyers will have to offer more money to convince sellers to sell.  In essence, Facebook was overvalued, and not enough people were buying their shares, creating excess supply, so, sellers had to offer lower prices. Had Facebook been properly valued, people would've felt the stocks were a good price, everyone would've rushed to purchase, and stock prices would've gone up. Facebook the company is probably better understood as a capital good - it is a collection of software and servers and a well-known brand name with a snazzy network effect under reasonably competent corporate governance that can produce final goods and services (mostly services) that actually have value. A share of Facebook stock is a share of ownership in that capital. See also: http://en.wikipedia.org/wiki/Capital_good which makes some concessions for the difference between capital goods and capital services, so it's kind of a fuzzy thing.