If you own individual stocks, you might find yourself facing a situation where a company you’ve invested in gets acquired by another firm. This is typically beneficial for shareholders of the acquired company, but what happens to your stock in this case? Here’s what you need to understand about your shares during an acquisition, including the tax implications for investors.

What happens to your stock shares when a company is bought out?

When a company is acquired, the effects on stock prices and shareholder value can be significant and vary based on several factors. Typically, the stock price of the target company rises, as the acquiring firm usually offers a premium above the target’s current market value to encourage shareholder approval of the deal.

In contrast, the stock price of the acquiring company may experience a temporary decline due to the costs involved with the acquisition and market perceptions of the transaction. However, if the acquisition is strategically sound and executed well, it can ultimately enhance shareholder value for the combined entity over the long term.

All-cash deal

In an all-cash acquisition, shareholders of the acquired company usually receive a set cash amount for their shares. This means their shares are bought out for cash. For instance, if Company A agrees to purchase Company B for $100 per share, shareholders of Company B will receive $100 for each share they hold upon the deal’s completion.

However, it’s important to understand that an announced deal may not guarantee closure. A regulatory process often spans several months, and the government can intervene with a lawsuit to block the acquisition if antitrust issues arise. Consequently, shares of the target company typically trade at a slight discount to the acquisition price until the deal is nearly finalized.

All-stock deal

In an all-stock acquisition, shareholders of the target company will have their shares converted into shares of the acquiring company according to a specified conversion ratio. For example, in a 1-for-2 merger agreement, shareholders of the target company will receive one share of the acquiring company for every two shares they currently own.

The conversion ratio is based on the relative valuations of both companies involved in the merger. After the transaction is completed, the shares of the target company will stop trading, and the acquiring company may issue new shares to facilitate the conversion. Shareholders should keep in mind that the value of the new shares will depend on the market’s response to the merger and the future earnings potential of the combined company.

Cash and stock deal

Some acquisitions are structured to include both cash and stock. For instance, Company A might agree to acquire Company B for $25 in cash plus 1 share of Company A, which currently trades at $75. This means that Company B shareholders would receive a total value of $100. However, it’s important to note that the actual value will fluctuate based on changes in the price of Company A’s stock.

Do you pay taxes if a company’s stock is acquired?

Shareholders encounter various tax implications when their company is acquired. In an all-cash acquisition, they typically face capital gains tax on any increase in the value of the company’s assets or stock since their initial investment. In an all-stock acquisition, the exchange may qualify as a tax-free or tax-deferred event if certain conditions are met.

In the case of cash and stock deals, shareholders might recognize partial capital gains for the cash received while potentially deferring taxes on the stock portion. To reduce tax liability, shareholders can explore strategies such as structuring the acquisition to qualify for tax-free reorganization. Consulting a financial advisor or tax specialist is advisable to understand the specific tax implications of an acquisition.

If the stock is held in a tax-advantaged account like a traditional or Roth IRA, shareholders generally won’t face tax consequences since these accounts protect against capital gains taxes. Taxes on traditional IRAs are deferred until withdrawals are made during retirement, while Roth IRAs allow for tax-free withdrawals on qualified distributions.