Merger 1

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Sacal Gulf present earnings ######## ######## offer price shares outstanding ######## ######## Sacal er share outstanding

70 EPS 0.87 5.54 price per share 35.75 69.50 Price Convertion_Mkt price exibit_5 price/earning ratio 40.94 12.56

surviving company Sacal final total earnings ######## exchange ratio 70/35.75 1.958042 shares outstanding* ######## new shares 1.958042*165300000 from exchange ######## EPS 1.341815 EPS of Gulf(post merger) 2.62733 1.958042*1.341815

EPS historical Offer price Sacal Gulf 70 80 90 0.87 1.341815 1.297369 1.255773 5.54 2.62733 2.903203 3.161386

shadowed areas are linked with offer price

Gulf would not consider any bid below $70, this includes a considerable premium over the $43 CONCLUSION Sacal (acquiring company) will experience an INCREASE in EPS from $0.87 to $1.34 Gulf (acquired company) will experience an DECREASE in EPS from $5.54 to $ 2.63

market price exchange ratio = (market price per share of acuiring company*number of shares offered)/market price per shar

market price exchange ratio 1.007194 here this ratio is slightly greater than 1 this means Gulf has litle monetary incentive to accept the merger offer from the acuiring firm

es offered)/market price per share of acquired company

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