Читать книгу Corporate Actions - A Concise Guide - Francis Groves - Страница 26

1 The first hint of a takeover bid could be a stock exchange regulatory announcement that shares in the target company had been acquired by a rival or a private equity firm.

2 Once the predator company (or companies acting ‘in concert’) have acquired 30% or more of the shares of the target company, the code requires them to make a ‘conditional offer’ for all of its shares. This offer is conditional upon enough other shareholders agreeing to sell their shareholdings for the predator to gain a controlling interest. Note that the offer must value the target company’s shares at no less than the price paid by the predator in its most recent purchase of those shares.

3 Once the predator has more than 50% of the shares, they have the power to out-vote any other shareholder. This is the point when, object achieved, their offer can become unconditional. However, the acquirer may postpone making the offer unconditional until they have agreements to sell that would bring their interest to as much as 75% of the voting shares or more. The predator company has a deadline of 60 days after the offer was announced for it to be made unconditional.

4 Once the predator has 90% of the shares the predator can buy up the remaining shareholdings compulsorily. At this point the target company’s stock exchange listing ends.

While takeovers are often an opportunity for investors to make a profit on their investment, there are a number of potential drawbacks. A successful takeover could mean saying goodbye to a company with an excellent record for dividends. Indeed directors sometimes play on just that fact to foster shareholder loyalty, or they may decide to pay a special dividend in an effort to thwart a takeover (as happened in the takeover bid by MAN of Germany for the Swedish truck maker, Scania). If an acquiring company pays for the takeover by offering its own stock to the target company’s shareholders, they may lose out if the merged companies fare badly after the takeover and the share price declines.

Where the shareholder may see pros and cons for the takeover bid, for the directors of the target company the situation is bound to be clear-cut and unwelcome. A hostile takeover bid can be an explicit or implicit claim that management of the predator company would make a better job of managing the target company than its current directors, who will, if the bid is successful, almost certainly be voted off the board. ^[24]

A takeover bid presents the shareholder with three basic choices: ^[25]

1 Accept the offer

2 Reject the offer

3 Sell their shares on the open market in the course of the bid. This option may be attractive in a situation where the shareholder is doubtful that the bid will be successful but wishes to take advantage of the (temporarily) increased share price that the bid has brought about. Alternatively, the offer may consist wholly or chiefly of shares in the acquiring company and the shareholder prefers to have cash straight away.

Takeover bids tend to be preceded by a period when rumours of bids abound and a subsequent stage when the intention to bid may be clear but the terms have not yet been announced. ^[26] Speculation about the price the predator may put on the target company’s shares will be reflected in a higher (and possibly more volatile) share price at this time.