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065

Case 065M&A and corporate developmentWarm up

Dhatuvan Castings earns Rs 200 crore on 10 crore shares and buys Lohasar Forgings, which earns Rs 50 crore, for Rs 500 crore funded entirely with 5% debt. At a 25% tax rate, is the deal accretive or dilutive, and by how much?

MizuhoSan Francisco · 2026MizuhoSan Francisco · 2026

1The situation

Dhatuvan Castings has net income of Rs 200 crore and 10 crore diluted shares, so EPS is Rs 20.00. It agrees to buy Lohasar Forgings, which has net income of Rs 50 crore, for Rs 500 crore. The whole price is funded with new debt at 5%. Tax is 25%. Assume no synergies and no purchase price adjustments.

2Your task

Is the deal accretive or dilutive to Dhatuvan's EPS, by how much, and what is the one-line reason?

Quick check

Before the arithmetic: accretive or dilutive?

Worked solution

Try it on paper, then open one step at a time.

30-second answerThe answer to give first

Accretive by about 15.6%: EPS rises from Rs 20.00 to Rs 23.12. Interest on Rs 500 crore at 5% is Rs 25 crore, Rs 18.75 crore after tax. Combined net income is 200 plus 50 less 18.75, Rs 231.25 crore, over the same 10 crore shares. The one-line reason: Lohasar earns 10% on its price and the debt costs 3.75% after tax.

Step 1What is the shortcut, and why does it work here?

Compare the cost of the money with what it buys. A debt-funded deal is accretive whenever the target's earnings yieldNet income divided by the price paid, the inverse of the P/E. Rs 50 crore on Rs 500 crore is 10%, a P/E of 10. exceeds the after-tax cost of the debt. Lohasar earns Rs 50 crore on Rs 500 crore, 10%, a P/E of 10. The debt costs 5%, and because interest is tax-deductible the real cost is 5% times 0.75, 3.75%. A shopkeeper who borrows at 3.75% to buy a stall earning 10% is better off from the first month, and no partner has been given a share of the shop.

Step 2What do the full numbers show?

Prove it in three lines. Interest is 5% of Rs 500 crore, Rs 25 crore a year; after the 25% tax shield it costs Rs 18.75 crore. Combined net income is Rs 200 crore plus Rs 50 crore less Rs 18.75 crore, Rs 231.25 crore, and because the deal is all debt the share count stays at 10 crore, so EPS is Rs 23.12 against Rs 20.00, up 15.6%.

Rs croreDhatuvan aloneCombined
Dhatuvan net income200.00200.00
Lohasar net income50.00
Interest on Rs 500 crore at 5%(25.00)
Tax shield on interest at 25%6.25
Net income200.00231.25
Shares, crore10.0010.00
EPS, Rs20.0023.12
Dhatuvan's EPS rises from Rs 20.00 to Rs 23.12 because Lohasar's Rs 50 crore of earnings arrive against only Rs 18.75 crore of after-tax interest and no new shares.
Debt at 3.75% after tax buying earnings at 10%: accretive before any synergy200Dhatuvan+50+ Lohasar-18.75Interest after tax231.25CombinedNet income, Rs crore; shares unchanged at 10 croreEPSRs 20.00 to Rs 23.12+15.6% accretiveWhy it worksLohasar earns 10% on its price(50 / 500)Debt costs 3.75% after tax(5% x 0.75)
Combined net income is Rs 200 crore plus Rs 50 crore less Rs 18.75 crore of after-tax interest, Rs 231.25 crore, on an unchanged 10 crore shares, so EPS rises 15.6% to Rs 23.12; the deal works because Lohasar earns 10% on its price while the debt costs 3.75% after tax.
Step 3At what interest rate would the deal stop being accretive?

When the after-tax cost of debt equals the earnings yield. Breakeven is 10% divided by 0.75, a pre-tax rate of 13.3%; at any rate below that the deal adds to EPS. That is the follow-up interviewers like, because it tests whether you understood the shortcut or memorised the arithmetic. The second follow-up is funding: if Dhatuvan paid in shares at Rs 300 each, a P/E of 15, it would issue 1.67 crore new shares and EPS would be Rs 21.43, 7.1% accretive, less than with debt because stock at a P/E of 15 costs 6.7%, more than debt at 3.75%.

Step 4What does accretion not tell you?

Whether the deal is a good one. Accretion measures one year of accounting earnings; it says nothing about whether Rs 500 crore was a fair price for Lohasar or whether 5% debt is safe for the combined business. Buying a target on a P/E of 10 with cheap debt is almost always accretive, which is exactly why a board should look past it: a cyclical forgings business bought at the top of its earnings can be accretive on paper and value-destroying in cash. Ask what Lohasar's earnings look like in a weak year and what leverage Dhatuvan carries after the deal, then give the EPS answer.

Where candidates lose it

The common miss is using the pre-tax Rs 25 crore of interest. The tax shield matters: after-tax interest is Rs 18.75 crore, and the accretion is 15.6%, not 12.5%.

The second is adding shares out of habit. The deal is all debt, so the denominator does not move; candidates who issue shares at an assumed price answer a different question.

What the interviewer asks next

  • Dhatuvan's shares trade at Rs 300. Would an all-stock deal be more or less accretive, and why?
  • Lohasar's earnings fall 40% in a downturn. Is the deal still accretive, and does that matter?
  • What would purchase price allocation and amortisation of intangibles do to the answer?

Asked at Mizuho, Investment Banking, San Francisco, 2026 (Wall Street Oasis): It acquires Company B for $500M in a 100% debt-funded deal at an interest rate of 5%. Company B has a net income of $50M.
Asked at Mizuho, Investment Banking, San Francisco, 2026 (Wall Street Oasis): DCF walkthrough with follow-ups then a merger model accretion/dilution question

← Case 064You hold an LP stake in Dhruvtara Opportunities Fund with Rs 36 crore of NAV and Rs 20 crore still to be called. A secondary buyer targeting 15% makes an offer. What price would you accept?Case 066 →Modelling test: Vastrakala Garments has a Rs 250 crore term loan with a 100% cash sweep, a Rs 100 crore PIK note at 14%, a Rs 50 crore revolver and a Rs 10 crore cash floor. Fill in the three-year debt schedule.

Company names and figures are illustrative.

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