Synergies, premia and goodwill
The plumbing of a purchase price.
- Premium is measured off the unaffected price, before any leak.
- Cost synergies get credit; revenue synergies get skepticism.
- Goodwill is the excess of price over the fair value of net identifiable assets.
Premium
Offer price divided by the unaffected share price, minus one. Typical control premia run 20–40%, depending on sector and competitive tension.
The premium must be justified by synergies or by a view that the market misprices the target.
Synergies
Cost synergies — overlapping headcount, facilities, procurement — are credible and quantifiable. Revenue synergies, from cross-selling, are routinely discounted by investors.
Value the synergy stream after tax, and net out one-time integration costs.
Goodwill
Goodwill = purchase equity price − target book equity + write-ups of identifiable assets and their deferred tax effects.
It sits on the acquirer's balance sheet and is tested for impairment rather than amortized under US GAAP.
Apply the lesson to explain the plumbing of a purchase price. Start with the answer, show the bridge, and sanity-check the direction before stopping.
- 1Lead with the definition or conclusion for synergies, premia and goodwill.
- 2Show the mechanics in a fixed sequence and state every assumption.
- 3Finish with the practical implication, risk, or reason the result matters.
Unaffected price $40, offer $52. What is the premium?
Purchase equity price $900M, target book equity $400M, asset write-ups $100M. Goodwill is roughly:
- Premium is measured off the unaffected price, before any leak.
- Cost synergies get credit; revenue synergies get skepticism.
- Goodwill is the excess of price over the fair value of net identifiable assets.