Who receives the money when one company buys another?
Shareholders of Monsanto  will get the money from Bayer. Shareholders are independent people or entities. Think of Monsanto  as a thing that shareholders had. This thing is now being purchased by Bayer Monsanto is a publicly traded company that trades under the ticker MON. The stock is owned by a wide range of owner around the world. The buyout offer from Bayer is an all cash offer. Bayer will buy all shares of MON at about $128/share. So if I owned 100 shares of MON, I would receive $12,800 or so for my shares. The deal has not yet been approved by regulators, which is why the stock price is hovering around $104/share today. It's tempting to think of a corporation as a real thing, because in many respects it seems to be. But it isn't a corporeal thing (despite the root word of the name). It may own corporeal things, and employ corporeal people, but it is not itself a real thing. Borrowing heavily from Prof Joseph Heath: It might be better to think of a corporation as the nexus of four separate entities: investors who provide capital, employees who do the work, suppliers who provide raw material, etc., and customers who purchase the products or services the corporation buys. In different organizations the 'owners' are different: in co-ops it's the suppliers, mutual insurance companies the customers, in employee-owned companies the employees, but in 90% of cases (including Monsanto) it's the investors. The investors who provided capital by buying shares of stock are the owners, and will be compensated. This frequently happens indirectly: You may own Monsanto stock through a mutual fund or other such aggregate which means that your mutual fund will get the money. Whether that winds up being a profit or loss is more complicated.
To me this sounds like a transaction, where E already owns a company worth 400k and can therefore pocket the money from D and give D 25% of the profits every year. There is nothing objective (like a piece of paper) that states the company is worth 400K. It is all about perceived value. Some investors may think it is worth something because of some knowledge they may have. Heck, the company could be worth nothing but the investor could have some sentimental value associated to it. So is it actually the case that E's company is worth 400k only AFTER the transaction? It is worth what someone pays for it when they pay for it. I repeat- the 400K valuation is subjective. In return the investor is getting 25% ownership of the product or company. The idea is that when someone has ownership, they have a vested interest in it being successful. In that case, the investor will do whatever he/she can to improve the chances of success (in addition to supplying the 100K capital). For instance, the investor will leverage their network or perhaps put more money into it in the future. Is the 100k added to the balance sheet as cash? Perhaps. It is an asset that may later be used to fund inventory (for instance). ... and would the other 300k be listed as an IP asset? No. See what I said about the valuation just being perception. Note that the above analysis doesn't apply to all Dragons Den deals. It only applies to situations where capital is exchanged for ownership in the form of equity. Thanks for your thorough reply.   Basically, I found a case study in one of my old finance workbooks from school and am trying to complete it.   So it's not entirely complicated in the sense of a full LBO or merger model.   That being said, the information that they provide is Year 1 EBITDA for TargetCo and BuyerCo and a Pro-Forma EBITDA for the consolidated company @ Year 1 and Year 4 (expected IPO). I was able to get the Pre-Money and Post-Money values and the Liquidation values (year 4 IPO), as well as the number of shares.   I can use EBITDA to get EPS (ebitda/share in this case) for both consolidated and stand-alone @ Year 1, but can only get EPS for consolidated for all other years. Given the information provided. One of the questions I have is do I do anything with my liquidation values for an accretion/dilution analysis or is it all EPS? "Is it equity, or debt? Understanding the exact nature of one's investment (equity vs. debt) is critical. When one invests money in a company (presumably incorporated or limited) by buying some or all of it — as opposed to lending money to the company — then one ends up owning equity (shares or stock) in the company. In such a situation, one is a shareholder — not a creditor. As a shareholder, one is not generally owed a money debt just by having acquired an ownership stake in the company. Shareholders with company equity generally don't get to treat money received from the company as repayment of a loan — unless they also made a loan to the company and the payment is designated by the company as a loan repayment. Rather, shareholders can receive cash from a company through one of the following sources: ""Loan repayment"" isn't one of those options; it's only an option if one made a loan in the first place. Anyway, each of those ways of receiving money based on one's shares in a company has distinct tax implications, not just for the shareholder but for the company as well. You should consult with a tax professional about the most effective way for you to repatriate money from your investment. Considering the company is established overseas, you may want to find somebody with the appropriate expertise." "This answer will expand a bit on the theory. :) A company, as an entity, represents a pile of value. Some of that is business value (the revenue stream from their products) and some of that is assets (real estate, manufacturing equipment, a patent portfolio, etc). One of those assets is cash. If you own a share in the company, you own a share of all those assets, including the cash. In a theoretical sense, it doesn't really matter whether the company holds the cash instead of you. If the company adds an extra $1 billion to its assets, then people who buy and sell the company will think ""hey, there's an extra $1 billion of cash in that company; I should be willing to pay $1 billion / shares outstanding more per share to own it than I would otherwise."" Granted, you may ultimately want to turn your ownership into cash, but you can do that by selling your shares to someone else. From a practical standpoint, though, the company doesn't benefit from holding that cash for a long time. Cash doesn't do much except sit in bank accounts and earn pathetically small amounts of interest, and if you wanted pathetic amounts of interests from your cash you wouldn't be owning shares in a company, you'd have it in a bank account yourself. Really, the company should do something with their cash. Usually that means investing it in their own business, to grow and expand that business, or to enhance profitability. Sometimes they may also purchase other companies, if they think they can turn a profit from the purchase. Sometimes there aren't a lot of good options for what to do with that money. In that case, the company should say, ""I can't effectively use this money in a way which will grow my business. You should go and invest it yourself, in whatever sort of business you think makes sense."" That's when they pay a dividend. You'll see that a lot of the really big global companies are the ones paying dividends - places like Coca-Cola or Exxon-Mobil or what-have-you. They just can't put all their cash to good use, even after their growth plans. Many people who get dividends will invest them in the stock market again - possibly purchasing shares of the same company from someone else, or possibly purchasing shares of another company. It doesn't usually make a lot of sense for the company to invest in the stock market themselves, though. Investment expertise isn't really something most companies are known for, and because a company has multiple owners they may have differing investment needs and risk tolerance. For instance, if I had a bunch of money from the stock market I'd put it in some sort of growth stock because I'm twenty-something with a lot of savings and years to go before retirement. If I were close to retirement, though, I would want it in a more stable stock, or even in bonds. If I were retired I might even spend it directly. So the company should let all its owners choose, unless they have a good business reason not to. Sometimes companies will do share buy-backs instead of dividends, which pays money to people selling the company stock. The remaining owners benefit by reducing the number of shares outstanding, so they own more of what's left. They should only do this if they think the stock is at a fair price, or below a fair price, for the company: otherwise the remaining owners are essentially giving away cash. (This actually happens distressingly often.) On the other hand, if the company's stock is depressed but it subsequently does better than the rest of the market, then it is a very good investment. The one nice thing about share buy-backs in general is that they don't have any immediate tax implications for the company's owners: they simply own a stock which is now more valuable, and can sell it (and pay taxes on that sale) whenever they choose." "For the first and last questions, I can do this multiple ways.  For the middle question, I'll just make up values.  If you want different ones, you will have to redo the math.   I am going to assume that you participate in the merger exchange, swapping your share for their offer.   If you own one share, it depends how they handle fractional shares.  Your original one share of ABC can be worth either one share of XYZ or 1.05 shares of XYZ.  If you get one share, you typically get an additional $.80 cash to make up for the fractional share.   You might ask why you don't just get $20 cash and one share of XYZ.  Consider the case where you own twenty shares of ABC.  Then you'd own twenty-one shares of XYZ and $384.  No need for fractional shares.   Beyond all this though, the share value of XYZ is not set autocratically.  The shares might be worth $16, $40, or $2 after the merger.  If both stocks are perfectly valued and the market is aware of that value, then it will depend partially on the number of shares of each.   For example, if we assume there are 10,000 shares of ABC and 50,000 shares of XYZ (including the shares paid for ABC), then their initial market values are $320,000 for ABC and $800,000 for XYZ.  XYZ is paying $360,000, so its value drops to $440,000.  But it is gaining ABC, which is worth $320,000.  Net value now is $760,000 or $15.20 per share.   This has assumed that the shares transferred from XYZ to the shareholders of ABC were already included in the market value.  This may mean that the stock price was previously $20 or so with almost 40,000 shares in circulation.  Then they issued new shares, diluting the value down to $16.  We could start at 50,000 shares at $16 and end up with 60,000 to 60,050 shares at $13.332 to $13.333 per share.  Then XYZ is really only paying $326,658.31 for ABC.  That's a premium of only $6,658.31 for ABC and gives a final stock value of $13.222 per share.   The problem though is that in reality, there is no equivalent of perfect value.  So I say again that the market value might be $15.20 (the theoretic answer that best fits the question given the example quantities of shares), $13, $20, or something else.  It will depend on how the market perceives the deal.  Is the combined company worth more or less than the sum of its parts?   And beyond this, you will have $19.20 to $20 in cash in addition to your XYZ share (or 1.05 shares).  Assuming 1.05 shares, that would be $15.96 plus the $19.20--that's $35.16 total in theory or anything from $19.20 up in practice.  With the givens, the only thing of which you can be sure is the $19.20 cash.  The value of the stock is up in the air.   If XYZ is only privately traded, this is still true.  The stock is worth the price that someone will pay for it.  The ""someone"" is just more limited with privately traded stocks." It doesn't matter which exchange a share was purchased through (or if it was even purchased on an exchange at all--physical share certificates can be bought and sold outside of any exchange). A share is a share, and any share available for purchase in New York is available to be purchased in London. Buying all of a company's stock is not something that can generally be done through the stock market. The practical way to accomplish buying a company out is to purchase a controlling interest, or enough shares to have enough votes to bind the board to a specific course of action. Then vote to sell all outstanding shares to another company at a particular fixed price per share. Market capitalization is an inaccurate measure of the size of a company in the first place, but if you want to quantify it, you can take the number of outstanding shares (anywhere and everywhere) and multiply them by the price on any of the exchanges that sell it. That will give you the market capitalization in the currency that is used by whatever exchange you chose. Stock acquired through a (non-taxable) stock dividend has the same holding period as the stock on which the dividend was paid. 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. If the check is written as a check to BigCo, it is less clear how Jack can compensate himself for the equity sale. It is as if the equity was owned by the corporation, not by Jack. This is correct.  If the check is written to BigCo, then it is BigCo issuing new shares.  Jack doesn't compensate himself for the equity sale, as he didn't sell anything.  The company traded shares for money which it uses for expansion.  In the long term, the capital gain from expansion may exceed the value of a $200,000 no-interest loan to the company.   If the value of the company before investing $250,000 is $1 million, then the value after investing is $1.25 million.  So $250,000 is 20% of the value of the company.  BigCo should not give the buyer 25% of BigCo but only 20% in that example.  If it does give 25%, the buyer is getting a $312,500 stake for only $250,000.   With the other example, Jack sells 25% of the company for $250,000 from his personal shares.  This doesn't change the assessed value of the company, just Jack's stake.  Jack then loans the company $200,000.  This also doesn't change the assessed value of the company (at least in theory).  It gains $200,000 but has an offsetting debt of $200,000.  In net, that's no change.  Assets and liabilities balance the same.   So if you know that the assessed value of the company is $1 million and that the buyer is paying $250,000 for a 25% stake at that same valuation, then you know that the check is being written to Jack.  If the check is written to BigCo, then one or more of those numbers is incorrect.   The buyer could be getting a 20% stake.  The new value of the company after the investment is $1.25 million.   Or paying $333,333.33.  The new value of the company after the investment is $1,333,333.33.   Or BigCo could only be worth $750,000 before the investment.  The new value of the company after the investment is $1 million.   Or Jack is getting screwed, selling $312,500 in stock (25%) for only $250,000.  Jack's shares drop from being worth $1 million to only $937,500.  The value of the company is $1.25 million.   Or some combination of smaller changes that balances. Shareholders provide their capital to the company via buying issued stock from said company. In a way they are owning the company through that transaction by a percentage. Ownership is now in question depending on how big the company is. Apple? You have a snowballs chance in Hell trying to assert your 'ownership' of your one share of their stock. So in theory yes they technically own part of the company but the decision making is up the board. Though the shareholders can voice their opinion and give up their vote via proxy voting. I'm a little rusty please correct me if you must. The money goes to the seller.  There are a lot of behind the scenes things that happen, and some transactions are very complicated with many parties involved (evidenced by all the comments on @keshlam's perfectly reasonable high-level answer), but ultimately the money goes to the seller.  Sometimes the seller is the company.  The billions of shares that change hands each day are moving between other individuals like you and investment funds; these transactions have no direct impact on the company's financials, in general. Generally speaking: when a company buys another company it's a complex agreement that spells out many things, including how the acquiring company is paying for the target company.  These are the most common form of payment:  1. Cash. Shareholders of the target company get cash. 2. Shares. Shareholders of the target company get shares of the acquiring company. 3. A combination of 1 and 2 above. Yes but this also goes against the idea that somehow, after injecting more of their money into the firm by exercising their rights, shareholder wealth still remains the same?  So if shareholders also injected cash, how come their total wealth didn't change? Suppose I purchase $10,000 worth of a particular share today. If the person(s) I am purchasing the shares from paid $9,000 for those shares, then I replacing their $9,000 investment with my $10,000 investment.  This is a net inflow of $1,000 into the market. Similarly, if the person(s) I am purchasing the shares from paid $11,000 for those shares, then their $11,000 investment is being replace by my $10,000 investment.  This is a net outflow of $1,000 out of the market. The aggregate of all such inflows and outflows in the net inflow/outflow into the market over a given period of time.  (Here we are ignoring the effects of new share issues.) If the loan is for a car, or mortgage there is specific paperwork that is processed when the loan payments have been completed. For other types of loans ask the lender, what will they give you regarding the payoff of the loan. Keep this paperwork, in hard copy and electronic form forever.