Assets or liabilities with stochastic cash-flows possibly embedding minimum guarantees, in the Economic/Real Capital of the merging companies, represent additional values with respect to the traditional balance sheet, which could induce important differences in exchange ratios. This paper concerns a quantitative model for exchange ratios accounting, firstly introducing a stochastic pricing model in the presence of stochastic cash-flows and secondly representing contractual embedded real option such as minimum guarantees, in order to evaluate the differences in exchange ratios induced by Stochastic Capital Reserves in the merging companies.