The usual starting place for such questions is the Investor Relations pages
of the corporations, but that search has been less productive than usual in
this case. About all I can find is this paragraph on the Teva page, which
tells us what you've already told us, plus a final sentence that offers hope
that instructions are coming:
"On December 23, 2008, Barr became a wholly owned subsidiary of Teva and
ceased to be traded on the New York Stock Exchange. Pursuant to the merger
agreement between the parties, each share of Barr common stock has been
converted into the right to receive $39.90 in cash and 0.6272 Teva ADSs.
Share exchange instructions and a letter of transmittal will be mailed to
Barr shareholders shortly."
The starting assumption is that every sale or exchange of an asset is a
taxable transaction, no matter whether we receive cash or other property or
a combination. There are many exceptions, of course, and many corporate
acquisitions are "tax-free" (actually, tax-deferred). To qualify for such
tax-free treatment, the corporations' management must be sure to structure
the transaction to meet the strict requirements of a particular tax code
(such as Sec. 351 or 355). I've seen no indication that this acquisition
was intended to be tax-free. (The only mentions of "tax" I've found in the
documents are about the tax implications on the departing Barr executives
and their "golden parachutes".) So I assume that the general rules apply:
Your gain/loss is fully taxable/deductible.
Record your disposition of Barr as a sale on 12/23/08. Your sale price
would be the $5,985 cash plus the FMV (Fair Market Value) of the 94 shares
of Teva; deducting your basis (usually cost) from that total should produce
your taxable gain or loss. I see today's quote for Teva is $41.65
, so I'll use $40 per share for convenience in my example. The only info I've found for Barr
`908&p=irol-fundTrading) shows the price was $65.80 on 12/25/08 - which seems incorrect, since that is after the transaction date, but I'll use $66 for convenience. You didn't say how long you held Barr or what you paid for it; the 52-week low was $37.40, so I'll use $40.
Using those numbers for illustration, then you could record your purchase of
94 shares of Teva at FMV on 12/23/08; the company should report their
opinion of this value. (Your 150 shares x 0.6272 means you were entitled to
94.08 shares of Teva; you probably received about $3 more for your .08
fractional share and need to report that, too.)
Or you could collapse the two entries (sale and purchase) into one in your
linked cash account:
Debit Cash $5,985
Debit Teva Stock (94 x $40) 3,760
Credit Barr Stock (at cost: 150 @ $40) $6,000
Credit Realized Capital Gain 3,745
I'm sure I don't need to point out how flimsy my assumptions are, since I'm
guessing at almost every factor, INCLUDING the tax status of the
If you can provide more facts, including links to on-line documentation, we
can probably find a better answer to your question. All I can suggest at
this point is that you wait or inquire for more guidance from Teva's
And, of course, since I've been retired for well over a decade, be sure to
discuss this with your own CPA before filing your 2008 income tax return.
My comments do NOT constitute professional advice on this transaction.