SPCX (SPCX.US) acquires Tesla (TSLA.US) in exchange of shares: the premium is difficult to offset and dilution, and shareholders' dreams of excessive profits are shattered

According to Woofun AI, the merger between SpaceX (SPCX.US) and Tesla (TSLA.US) has been characterized as an 'inevitable' event by investor Gary Black (Gary Black), and its core transaction structure has been locked into a stock exchange transaction.

Although the market generally expects this type of integration to unleash great value, Blake clearly stated that this share-swapping model will not bring the huge profits expected by Tesla (TSLA.US) investors. The inevitability of the merger mainly stems from Elon Musk's absolute control over the voting rights of the two companies, rather than simply being driven by market valuation logic.

Blake thoroughly disassembled the details of the deal and predicted that the purchase price proposed by SpaceX (SPCX.US) to Tesla (TSLA.US) would be around $420 per share, but he emphasized that this valuation had a significant risk of loss over time. It is estimated that it will take 6 to 12 months from the announcement of the deal to final completion, during which time the share price is 'likely to be depressed. '

The more critical variable is the mismatch of the valuation system: even if SpaceX (SPCX.US) provides a 15%-20% premium, the merged entity's EBITDA or earnings per share will still follow the relatively low EV/EBITDA valuation multiples of the acquirer SpaceX (SPCX.US), which directly limits the space for value creation.

According to data compiled by Woofun AI, Elon Musk holds 48% of SPCX's converted shares and 10.5% of TSLA's shares. This shareholding structure determines that any transaction is accompanied by serious equity dilution issues. Blake repeatedly questioned on the X platform why TSLA investors viewed this merger as a factor to increase value. He believes that under the double squeeze of SPCX's undervaluation multiples and dilution effects, the so-called premium cannot be converted into real profits in the hands of shareholders, and the attractiveness of the transaction is far lower than the optimistic expectations of the market.

In stark contrast to this, various agencies are extremely optimistic about Tesla (TSLA.US) and the merger prospects. Ark Invest (Ark Invest), led by Cathie Wood (Cathie Wood), released a report predicting that Tesla (TSLA.US) shares are expected to rise nearly 1,100% by 2031, with a target price target of $4,400, and asserting that Tesla (TSLA.US) and SpaceX (SPCX.US) will merge within five years. Ark Investment believes that Tesla (TSLA.US)'s future corporate value will mainly derive from the driverless taxi business it has developed. Since Tesla (TSLA.US) launched a high-performance Roadster electric vehicle equipped with gas propulsion provided by SpaceX (SPCX.US), discussions about the merger of the two companies have continued to rise. Ross Gerber (Ross Gerber) of Gerber Kawasaki Wealth Management Company and Dan Ives (Dan Ives), a well-known optimist, are predicting the imminent merger in this context. They are more concerned about the long-term growth potential brought about by technological collaboration rather than short-term valuation multiples.

Market sentiment showed a cautious trend amidst differences. SPCX shares fell 0.99% to $146.49 during pre-market trading on Tuesday; TSLA shares were also under pressure, falling 0.27% to $367.06.

This immediate response shows that despite the ambitious merger narrative, investors' concerns about short-term valuation logic and dilution risk are reflected in pricing. Following many rumors of cross-border integration, the market is once again calmly examining the financial essence of the 'strong and strong alliance'. The convergent effect of valuation multiples may affect stock prices before technical collaboration.