Microsoft Corp has decided to buy LinkedIn Corp, the world's largest and most valuable professional network, for $196 per share or Rs26.2 billion in an all cash deal. Jeff Weiner will remain chief executive of LinkedIn and will report to Satya Nadella, CEO of Microsoft. The transaction is expected to close this calendar year. The all-cash transaction valued at $26.2 billion, includes LinkedIn’s net cash.
"The LinkedIn team has grown a fantastic business centred on connecting the world's professionals," Nadella said in a release. "Together we can accelerate the growth of LinkedIn, as well as Microsoft Office 365 and Dynamics as we seek to empower every person and organisation on the planet," he added.
Microsoft will finance the transaction primarily through the issuance of new indebtedness. Upon closing, Microsoft expects LinkedIn's financials to be reported as part of Microsoft's Productivity and Business Processes segment. Microsoft expects the acquisition to have minimal dilution of about 1% to non-GAAP earnings per share for the remainder of fiscal year 2017 post-closing and for fiscal year 2018 based on the expected close date, and become accretive to Microsoft's non-GAAP earnings per share in Microsoft's fiscal year 2019 or less than two years post-closing.
"Just as we have changed the way the world connects to opportunity, this relationship with Microsoft, and the combination of their cloud and LinkedIn's network, now gives us a chance to also change the way the world works," Weiner said.
LinkedIn, which has over 400 million members and office around the globe, connects the world's professionals to make them more productive and successful and transforms the way companies hire, market, and sell.
The German Parliament voted Thursday to end a trading strategy that helps foreign investors, many of them Americans,avoid an estimated $1 billion or more a year in taxes on dividends paid by German companies.
The trades were exposed in a joint ProPublica investigation last month with The Washington Post and German news outlets Handelsblatt and Bayerischer Rundfunk. The report prompted widespread outrage among German lawmakers, some of whom called the maneuver "criminal."
This week's vote effectively shuts down the transactions in Germany, which had been the biggest market for such trades. They live on in more than 20 other countries across Europe and other nations where authorities attempt to collect taxes on dividends.
While German lawmakers closed the spigot on future tax losses, it remains unclear if tax officials there will be able to recoup billions of lost revenues from previous years.
Prior to Thursday's vote, experts in Germany were divided over whether the transactions 2014 engineered by large multinational banks to benefit institutional investors at the expense of German taxpayers 2014 were illegal under existing law.
The new legislation does not ban the transactions but it makes them impossible to execute the way they've been traditionally done 2014 as a riskless short-term transaction to avoid taxes.
The trades, known as dividend arbitrage, help foreign investors avoid taxes on dividend payments by lending out their German stock holdings so they do not appear on their books at dividend time. The borrowers are German banks or funds that don't have to pay the 15 percent tax that typically applies to foreign investors.
These so-called "div-arb" loans usually last just a few days around dividend time. The shares are then returned and the the short-term borrowers apply to German authorities for a refund of the taxes withheld. The tax savings are then split among the investors and middlemen who arranged the deals, giving them an extra slice of dividend payments that would otherwise go to German taxpayers.
Our story revealed that Commerzbank 2014 Germany's second-biggest bank 2014 played a key role in div-arb deals despite being part-owned by German taxpayers due a bailout. That disclosure, based on confidential documents outlining the trades, enraged lawmakers and prompted investigators in Frankfurt to open a probe into the bank's involvement in div-arb.
Reacting to the piece, the Parliament tightened some provisions of reform legislation that had been proposed by Germany's Finance Ministry. Lawmakers attached 24 changes to the law to make it even more punitive to investors who carry out such trades, driven in large measure by outrage over Commerzbank's role.
The disclosures about Commerzbank created "enough pressure in the Parliament to sharpen the bill proposed by the Finance Ministry," Gerhard Schick, deputy chairman of the Parliament's finance committee, said during debate on the measure.
As originally proposed by the Finance Ministry, the law would aim to make div-arb deals uneconomical by requiring investors to stretch out their loans to at least 45 days and to have at least 30 percent of the value of their investment at risk during that time. Now, investors participating in div-arb will have to have at least 70 percent of their investment at risk.
Australia implemented a similar change to halt the practice there. Germany's law is set to take effect retroactively to January 1.
Wolfgang Schauble, Germany's finance minister, has previously criticized the deals but said that he cannot seek to recover past taxes lost to div-arb. Tax authorities are, however, going after banks who participated in an even more nefarious form of div-arb, known as cum/ex trading.
In that arrangement, investors reclaimed even more dividend taxes than had actually been withheld by the German government. Cum/ex deals were outlawed in 2012 and are now coming back to haunt many of the country's biggest banks.
As Germany bids farewell to div-arb, however, its neighbors should take note: France, Sweden, Norway and Italy, among others, remain active markets for the trade, according to documents obtained by ProPublica.
This article was written by Cezary Podkul, with reporting contributed by Arne Meyer-Fünffinger and Pia Dangelmayer of Bayerischer Rundfunk in Berlin and Munich. Translation contributed by Jennifer Stahl.
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