Читать книгу Applied Mergers and Acquisitions - Robert F. Bruner - Страница 48

Should Disney pay greenmail to Saul Steinberg? Various perspectives would seem to support it. Focusing on shareholder welfare, assume that (1) the price paid by Walt Disney Productions per Steinberg share is less than the intrinsic value, (2) Disney makes realizing the intrinsic value for remaining shareholders a top priority (via operational changes and better investor relations), and (3) the effect on share price is superior to restructuring or other defenses; the result then is an economic gain for the remaining shareholders of Disney. What should the price be? It should be as low as possible, consistent with an incentive for Steinberg to sell—certainly no higher than the estimated intrinsic value. Raiders and arbitrageurs look for annualized rates of return above 50 percent. Assuming Steinberg bought his shares on March 1, 1984, his holding period to the date of the case was 103 days. Thus, he would seek an interim gain of 14 percent in order to achieve an annualized gain of 50 percent. Steinberg’s apparent cost basis was $63.25, suggesting a greenmail price of $72.11 (114 percent of cost).

The decision to pay greenmail is difficult because of the ambiguity and conflicting tugs of various arguments; but wrestling with these inenviable problems is what chief executives are paid to do. Although the economic analysis outlined here sheds light on the consequences of paying greenmail, nothing in the analysis should be construed as suggesting that the decision can be reduced to a simple rule.