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Takeover and Defenses Tactics

Fishing for the takeover and defenses against it


Richa Kumar

Friendly vs. Hostile Takeover


Takeover can be either friendly or hostile. In the case of a friendly takeover, the promoters/management of the target company are also, in principle, agreeable to the takeover by the acquirer company and are willing to exit and give control over the target company to the acquirer company. Sometimes, the target company is open to only on specific acquirer, if the acquirer agrees to the price and other conditions such as nonretrenchment of employees, continuation of certain business, etc. Sometimes, promoters/management of the target company are open to any acquirer who offer the best deal. In many cases, the promoters/management is of the target company is against certain potential acquirers taking over the company. In other words, the target company has a negative list of acquirer companies in their mind. The target company is open to any acquirer except the ones included in the negative list of companies Richa Kumar

Friendly Takeover
When takeover offer is from a perspective acquirer who is not on the negative list of the target company, the process for friendly takeover begins. In a friendly takeover, there is cooperation between the target company and acquirer company. The target company shares critical information required for valuation of the company, facilitates in the due diligence by the acquirer and cooperates in carrying out legal formalities. In such cases, chances of better consideration are also high and sometimes the acquirer may allow the promoters/management of the target company to continue having important role even after the takeover. For example, Mr. Manvinder Singh was allowed to continue as CEO of Ranbaxy Labs. Ltd. even after friendly takeover by Daiichi Sankyo In India, most of the takeovers are friendly. Even in US, most the takeovers are friendly, though, in wave IV, (1981-1989) there were many hostile takeovers. During the remaining waves 1893-1903 (I), 1919-1929 (II), 1945-1973(III) and 1992-2000(V), most of the takeovers were friendly.
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Friendly Takeover may involve bidding war


Friendly takeovers may also involve certain amount of competition among the potential acquirers and bidding war may take place. Such bidding wars are in the interest of target company and it may encourage such wars in order to increase the premium of valuation. For example, Tata Steel acquired Corus, which was already looking for a perspective buyer who was a low cost producer and was not likely to retrench its employees. Corus was also open to being acquired by a Brazilian company named Companhia Siderugica Nacional (CSN). Thus, there was a bidding war between Tata Steel and CSN, though the takeover was friendly.
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Hostile takeover
Sometimes, the promoter group receives an offer from a perspective acquirer whom they donot want to sell out. It is also possible that some of the entities in the promoter group are against the sell out. On such occasions, the hostile takeover battle follows: A typical example Indian Aluminum Co. Ltd. was strongly against selling out to Sterlite Industries ltd, though was willing to be taken over by Hindalco. Sterlite had to resort to hostile takeover in 1998 and made an open offer to acquire the shares of Indian Aluminium at a premium. In case of hostile takeover, potential acquirer company resort to takeover tactics while target company may follow Defence tactics
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Important Features of Hostile takeover


Unsolicited offer to purchase a target companys share The bidder company is not able to secure deal protection such as break fee or an agreement from the target company not to solicit competing offers from other potential acquirers. Acquirer can do due diligence only on the basis of publicly available information Hostile bid involves a significant disruption to the target companys management and also involves considerable cost for advisory services. If the target company cannot marshal its defenses effectively, it reputation falls resulting in decline in its share prices.
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Hostile Bids : Some examples


Microsofts bid for Yahoo ( US, 2008) BHP Billitons bid for Rio Tinto (UK/Australia,2008) Pearls Bid for Resolution (UK, 2007) Mittal Steels bid for Arcelor ( India/UK/Luxembourg, 2006)

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Takeover Tactics
Some of the commonly used takeover tactics are as follows: Dawn Raid Bear Hug Saturday Night Special Proxy Fight

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Dawn Raid
In this tactics, brokers acting on behalf of acquirer/raider buy, in the morning at the time of opening of the trading session, all target companys shares available on the stock exchanges where the shares are listed. Because this is done early in the morning, the target firm usually doesn't get informed about the purchases until it is too late, and the acquirer now has controlling interest. Such a tactics has many disadvantages: The acquirer may not be able to buy large number of shares The market price of target companys share may shoot up in the light of aggressive buying In view of the aggressive buying, shareholders may hold back shares and dawn raid may fail. SEBIs takeover code prohibits the acquirer, along with persons in concert with him, from acquiring 15% or more shares or voting capital ( included the shares already held), without making an open offer. Open offer price is related to the past prices and thus dawn raid will push up the open offer price. It is more prudent to gradually acquire upto 15% over a period of time and then make an open offer
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Bear Hug
In order to limit the options available to management of target company, a bidder may make very attractive offer to the management. The formal letter of offer may also contain implied intention to go directly to the shareholders with the tender offer if they dont receive a positive response from management of target company. Though, such an offer is unsolicited, the board of directors is bound to consider impartially in the interest of the shareholders. If the board does not consider it favourably some shareholders can file suit against the management for ignoring the interest of shareholders, if premium is high. It is a deadly hug, that is why it is called bear hug
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Saturday Night Special


It is one type of bear hug, which is made on the Friday or Saturday night ( on the last working day of a week) asking for a decision by Monday ( the first working day of the next week). The purpose of making this offer on the last working day asking the decision by first day of next week, is to give very little time to the management of target company to set up their defences against takeover. This is also called Godfather offer

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Proxy Fight/Contest
In this tactic, the acquirer convinces the majority shareholders to issue proxy rights in his favour, so that he can remove the existing directors from the board of the company and appoint his own nominees in place. This is acquiring control without investment and thus cannot sustain for long. It requires a sound reason for removal of existing team and also effort and costs to collect proxies from geographically spread shareholders. Generally, this tactics is used to replace those directors who are against the merger with those who are more willing to vote for merger.
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Successful Takeover Tactics in India (1)


Four types of takeover tactics have been found to be successful in India: Gradual accumulation thought Dawn Raids followed by an open offer. The first 5% of the shareholding can be done without unnecessarily pushing the share price. Next 9% may be done systematically and gradually. Once the bidder has acquired close to 15%, it may come out with open offer. Negotiated Deal with Financial Institutions followed by open offer: In India, financial institutions like UTI, LIC, hold a large chunk of equities in thousands of companies. It is an effective strategy to convince these institutions to sell their shares. Once, a large number of shares are acquired from them through some Memorandum of Understanding (MoU), the acquirer may make an open offer. Richa Kumar

Successful Takeover Tactics in India (2)


Negotiated Deal with a breakaway promoter faction followed by open offer: Many companies in India are family owned enterprises. The shareholdings in these companies get fragmented among the family members from the second generation onwards. Some of these family members are looking for attractive exit as they are not actively involved in the management of the affairs of the company. Acquirer may negotiate a deal with such a breakaway promoter faction and then make an open offer. Direct offer to Shareholders : The acquirer may make a direct open offer the existing shareholders at price which is higher than the market price. If the acquirer does not hold any shares before such an open offer, it will have to make acquire a large number of shares, which reduces the chances of success. So, best option is to make an open offer conditional upon minimum acceptance. This method is quick and one need not hold shares of a target company acquired from the market, for long time before the takeover. Richa Kumar

Takeover Defenses
Many promoters/managements create defenses against takeovers so as to make the company less attractive to raiders or more difficult to takeover. This helps in discouraging and attempt to takeover. Such attempts may be preventive or active. Preventive anti-takeover defenses are taken in order to discourage and thus taken before any takeover bid is made. Active anti-takeover defenses are deployed after the hostile attempt has been made.

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Preventive Anti-takeover Defenses


The preventive anti-takeover defenses can be classified into three categories:

1. 2. 3. 4.

Anti Takeover Amendments Poison Pills Poison Puts Parachutes

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1. Anti Takeover Amendments


A company may make amendments in its corporate charter (In India, they are Memorandum of Association and Articles of Association) to include provisions which impede hostile takeover. Any such amendments would require approval of the shareholders. These amendments are also called shark repellents and may take any of the following four forms: a. Super Majority Provisions b. Classified Boards c. Fair Price Amendments d. Dual Capitalization

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a. Super Majority Provisions


The charter may provide for super majority approval for any merger proposal. This makes approval of merger proposal more difficult, it the approval would require more than a simple majority ( say 51%). Generally, super majority is defined either as 2/3 rd majority or even 80% majority. If the promoters own 25% share, it would become impossible for any hostile takeover, as no one could control more than 75% of the shareholding, which is not adequate to get approval of proposal for merger. Generally, such provisions also have an escape clause, called board out clause, which permits Board of Directors to approve the proposal for merger but excluding the interested directors not allowed to participate in the proceedings of the Board.

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b. Classified Boards
A company may delay effective transfer of control in a takeover, by amending its M/A or Articles of Association to provide for having staggered or classified board of directors. Under this strategy, a board of directors is divided into 2-3 classes, with only one of the class of directors contesting for elections for a say 3 year term. In such as case, only a class of directors will retire ( and contest for re-election) at any point of time and directors of the other classes will continue even when the ownership has changed after takeover bid. The acquirer shall have to wait for atleast 2 annual general meetings to gain control over the management of the company.
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c. Fair Price Amendments


Sometimes, the acquirer uses two-tiered bid to the target shareholders. In the first tier it offers higher price to shareholders, in order to give incentive to the shareholders to tender the shares early. Later, the acquirer offers lower price in the second tier offer. Fair price provision may be useful for discouraging such practice as these provisions require the acquirer to pay a fair price to the minority shareholders of the firm. The fair price may be stated in the form of a minimum price of in terms of PE multiple at which a tender offer can be made. For example, the amendment may require that any tender offer should be at a price of Rs. 80 or more. Alternatively, it may provide for the minimum price for tender offer to be not less than the price where the PE ratio is say 20.
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d. Dual Capitalization
This strategy is useful in case of hostile takeover bid. Using this amendment, the Board of Directors is authorised to create a new class of securities with special voting rights. A typical dual capitalization involves the issuance of another class of shares that have superior voting rights to all the current outstanding stockholders. The stockholders are then given the right to exchange these shares for ordinary shares. Shareholders prefer ordinary shares because the special class of shares lack marketability and also fetch low dividends. Management retain the special voting stocks in order to retain control over the company.

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2. Poison Pill
The term poison pill refers to any strategy which upon successful acquisition by the acquirer, creates negative financial results (poison) and leads to value destruction. It involves creation of securities called poison pills. These securities provide their holders with special rights exercisable only after sometime ( for example 15 days) following the occurrence of a triggering event such as tender offer for control or the accumulation of specified percentage of shares in the target company. These special rights are the economic poison Poison pills make takeovers more expensive and thus discourage takeovers. However, they donot prevent takeovers as the acquirer may be willing to bear the cost of poison pill if there are expectations of high synergy effects.
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Types of Poison Pills


a. b. c. d. e. Preferred Stock plans; Flip-over rights plans; Ownership Flip-over plans; Back-end Rights plans and Voting plans

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a. Preferred Stock Plans


The target company may issue a dividend in the form of convertible preference shares to its equity shareholders. These preference shares entitle them to one vote per share and to dividends somewhat higher than the amount of common dividends that would be received after conversion into equity shares. The conversion is allowed only after the a long period such as 15 years. However, conversion is allowed in the event of takeover by any outsider and these preference shareholders can exercise special rights The special rights at the time of takeover may include the right of redemption in cash at the highest price the large block holder paid for the companys equity or preference shares during the past one year. Alternatively, the special right may relate to conversion of preference shares in equity shares at the redemption price. Such right is granted to shareholders other than the large block holders.
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b. Flip-over Rights Plan


Under this plan, shareholders receive an equity share dividend in the form of equity or preference share at an exercise price well above the current market price and if the merger occurs the rights flip-over to permit the holder to purchase the acquirers shares at a substantial discount. For example, company x ( target)whose shares are priced at Rs. 40 in the market, may issue one right per share to purchase the equity share at Rs. 100; with the additional condition that in the event of takeover, the rights flip-over so the rights can now be used to purchase the shares of the acquirer company, which are priced at Rs. 200, at a price of just Rs. 100. This makes the takeover more highly expensive making the takeover less attractive for the acquirer.
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c. Ownership Flip-in Plan


This provision of this plan may be included in the Flip-over plan. Such a provision may allow the holders of the right to purchase the shares at a large discount if the acquirer accumulates target shares in excess of a specified percentage ( kick-in point or threshold point). This increases the cost of acquisition and discourages takeover.

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d. Back-end Rights Plans


In this plan, shareholders get rights shares as dividend. The holders of these shares, excluding the acquirer can exchange a right and a share of the stock for senior securities or cash equivalent to a back end ( predetermined) price set by the Board of Directors of the target company. This back-end price is higher than the stocks market price. A tender offer for less than the back end price will not succeed as the shareholders would like to hold the shares and get is exchanged for shares/ cash at the back end price. This increases the cost of acquisition as it compels the acquirer to fix higher price in the tender offer, than the market price.
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e. Voting Plans
Under the voting plans, the company declares a dividend of preference shares with voting rights. In some cases, if a party acquires a substantial block of a companys voting stock, preference shareholders become entitled to super voting rights. This makes it difficult for acquirer to obtain voting control.

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3. Poison Put
The quality of debentures issued by the company is subject to deterioration in case of change in control, as it may involve restructuring of the capital. Poison put provides the holders of corporate bonds a protection from the risk of takeover related credit deterioration. Under this plan, the bond holders are given the put option ( right to sell) which is triggered by a unfriendly change of control. The exercise price is generally set at 100 or 101 percent of face value of the bond Exercise of put after unfriendly takeover can be very costly to the bidder and thus it discourages takeover.
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4. Parachutes
Parachutes are employee severance agreement are triggered when a change in control of management takes place. It serves as a protection to key employees who may feel threatened by the potential acquisition. It also serves as deterrent to takeover as it makes it expensive to change the key employees after takeover. Such agreements do not require the approval of the shareholders as the management can enter to agreement with its employees. Primarily, parachutes may be of three types, namely Golden Parachute, Silver Parachute and Tin Parachute

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Types of Parachutes
Golden Parachute a an agreement that provides contractual guarantee of fairly large sum of compensation to top and/ or senior executives of the target company whose services are likely to be terminated in case of takeover. Such an agreement is usually enforceable if the termination occurs within one year after the takeover. Funds may also be put aside for such payment in separate accounts called rabbi trusts. Rabbi trusts provide assurance to the managers that the sufficient funds would be available for this purpose at the time of takeover. These agreements help in retention of key employees and help these employees remain objective during the process of takeover and not be afraid of the acquirer. These parachutes also increase costs and thus discourage takeovers. Silver Parachutes are similar to golden parachutes except that in case of silver a larger portion of employees may be covered by such agreement. The compensation is lower and is generally equal to one years salary Tin Parachutes are agreements that generally cover almost all the employees of the target company but the compensation is not very high (generally 1-2 weeks of salary for every year of service put in by the employee)
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ANTI TAKEOVER DEFENSES

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The defenses discussed earlier are used before the hostile acquisition bid is made. There are a number of defenses that could be used after the acquisition bid has been made. These include: 1. Share Repurchases 2. Standstill Agreements 3. Green Mail 4. White Knight 5. White Squire 6. Recapitalization 7. Employee Stock Option Plans (ESOPs) 8. Litigation 9. Pac-Man Defense 10. Just Say No 11. Crown Jewels
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1. Share Repurchases
A company may buy its own shares from public and reduce capital. In India, this is governed by Section 77 A of the Companies Act 1956. The Act permits buy back of own shares out of free reserves, securities premium account or the proceeds of specified securities except out of the proceeds of issue of same kind of securities or equity shares. Share Buy-backs or share repurchases reduce the number of floating shares in the market available for purchase by acquirer. It also increases the share of promoters in the total capital of the company as the total capital is reduced by share repurchases. For example, if promoters hold 24000 shares out of 1,00,000 total shares of the Co, their share is 24%. After repurchase of 40,000 shares, the share of promoters will increase to 40% ( 24,000/60,000).
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Types/Modes of Share Repurchases


A company can repurchase its share using any one of following manners/modes of repurchase: a. Fixed-Price tender offer (FPTs) b. Dutch Auction (DAs) c. Transferable Put Rights (TPRs) d. Open-Market Repurchases (OMRs)

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a. Fixed-Price tender offer (FPTs)


FPT is a firm offer to buy a specified fraction of shares within a given time period at a fixed price which is usually higher than the market price of the stock. Most FPT offers are atleast fully subscribed . If the offer is over-subscribed (more share are offered by shareholders than are sought), the company can buy the shares back on a prorata basis. Alternatively, it may decide to buy back all the shares offered. If the offer is under-subscribed and there was no minimum acceptance clause, the company may buyback the shares offered and seek more shares from open market or extend the last date of offer.
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b. Dutch Auctions
In a Dutch auction, the company may declare the number of shares it will buy and the price band in which shareholders may offer shares in a specified time period. For example, the company may offer to buy 2 lakh shares with market price of Rs. 15, in the price range of Rs 17 to Rs. 22. At the offer price that results in 2 lakh shares being offered, all shares offered at or below that price will be purchased at the highest of the price. Thus, if 1 lakh shares were offered at Rs. 17, another 1 lakh shares were offered at Rs. 18 and 50,000 shares were offered at Rs. 20. The company will buy the first 2 lakh shares at Rs. 18, although one lakh shares were offered at Rs. 17 as well. In case of oversubscription, pro rata purchase may take place.
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c. Transferable Put Rights


Transferable Put Rights are issued by company to each shareholder in accordance with the percentage of shares it plans to buy back. For example, if the company desires to buyback 10% of its shares, it will send 10 TPRs to every shareholder who holds 100 shares. These TPRs are available to the holders to sell their shares at a specified price which is generally higher than the market price at that time. In case, a shareholder thinks that share is worth less than the TPR price, he will exercise his put (sell) right. Otherwise, he can sell this TPRs in the market. For example, if the market price of a share is Rs. 14 and TPR is issued to put shares at a price of Rs. 15.50 per share, those who believe the share is worth less than 15.50 may exercise put right. Those who believe the share is worth more than Rs. 15.50 may not sell their shares, rather they may sell the TPRs and benefit from the offer.
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d. Open Market Repurchases


A company may announce that it proposes to buy back shares for a given amount from time to time. This is a commonly used method of repurchase of shares. But, this method can help in buyback of small quantity of shares as the shares available in the market for trading at a point of time are limited.

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2. Standstill Agreements
Standstill agreements are agreement between the target company and the potential acquirer who has already acquired a significant shares in the company, not to increase its shareholding further during a specified period. Since the number of shares purchased by the potential acquirer are enough to pose a serious takeover threat to the the target company, the management is willing to pay a significant amount as consideration to the potential acquirer for putting the takeover process on hold. Meanwhile, the company may send an offer to the potential acquirer to sell these shares. Thus, standstill agreements are generally followed by green mail The agreement may also be to restrict the potential acquirer not to buy shares beyond a specified percentage
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3. Green Mail
Greenmail is an agreement offer in the form of a targeted share repurchase from specified shareholders, at a premium, in order to prevent a hostile takeover. Under this arrangement, the promoters of the target company agree to buy back the shares accumulated by the raider at a substantial premium. In return, the raider agree that neither he nor any of his associates shall acquire any sizable stake in the target company for a stipulated period. The use of greenmail involves ethical issues as using greenmails the managers pursue their personal agendas ( to remain in control of the company) at the cost of the shareholders wealth.
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4. White Knight
When faced with the threat of hostile takeover, a target company may approach a white knight, another company that would be more acceptable as acquirer to the target company, to takeover the target at more favourable terms. These favourable terms may include higher price, promise not to lay-off management or other key employees, not to disassemble/break the company. However, white knight may also also request for favourable terms or other considerations.

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White Squire
Squire refers to a man who escorts knight and carries his shield or other items. In the context of M&A, white squire is portfolio investor ( who holds shares to make profit and is not interesting in gaining control of the company). The company may issue a large shares to a white (friendly) squire so as to dilute the percentage holding of the hostile bidder. The deal with white squire is structured in a manner that the white squire cannot sell these shares to hostile bidder. Since the white squire is not interested in takeover, it is different from the white knight that takes over the company. Warren Buffett has been the most renowned white squire for the last two decades. Many banks and mutual funds act as white squires
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Recapitalization
Leveraged recapitalization is basically a defensive tactics and is of recent origin. Under the leveraged recapitalization, shareholders are offered with a super cash dividend (that is funded through a substantial debt. (so called leveraged cash out or LCO). This increases the debt equity ratio of the company, charge on the assets of the company andthus discourages the takeover attempt. Many a times, bonus shares ( stock dividend) are also issued and shareholders receive the share certificates as dividend. These share certificates are called stub and they are sometimes priced high as hostile bidder is looking for buying more shares. Most Recapitalization plans require shareholders approval and also subject to national laws of the country.
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Employee Stock Option ( ESOPs) Plans


ESOPs involve offering shares to employees as incentives. It helps in motivating employees to work hard for the company. ESOPs give a sense of ownership among employee and increase their commitment to the objectives of the company. Many a times ESOPs are offered to better performing employees as performance bonus. ESOPs are also useful for making a hostile takeover difficult for the raider as these employees are generally sympathetic to the existing management and may not be easily willing to sell their shares to the hostile bidder.

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8. Litigation
After a hostile bid has been received, the target company can challenge the acquisition through litigation. The litigation may be based on anti-competition effects of acquisition, inadequate disclosure by the bidder or other securities laws violations. The target company may seek injunction to prohibit the bidder from further purchase of shares until the court has have given its ruling. The time taken in the litigation gives time to the target company to seek white knight or white squire. Such as litigation is also used as a bargaining point for getting better deal as the target company may agree to drop the litigation if the acquirer accepts terms favourable to target company. Such a tactics is very useful in countries in India where litigation takes quite a long time to settle.
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9. Pac-Man Defense
A Pac-man defense is an extreme step wherein the target company or its promoters start acquiring sizeable holdings in the acquirer/raiders company. This results in a threat to the the potential acquirer and makes the acquirer run for cover and forces him to hammer out a peace pact. This tactics is possible in India prior to the acquirer hitting the trigger for open offer and making the public announcement thereof. This tactics is effective when the original acquirer is smaller than the original target company. The target company needs to take care that it does not trigger the open offer for the acquirers company. If both the company finance acquisition through debt, they may take borrow huge sums and become highly leverage and thus financial risk increases. This could be disastrous for both the companies.
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10. Just Say No


The Board of Directors of the target company may not yield to the potential acquirers demands. The Board cannot arbitrary decide to ignore the offer of the hostile bidder. Only reasonable defensive measures can be used and Board must be able to demonstrate that is the bid is inadequate and disrupt the long term strategy of the company.

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11. Crown Jewels


Crown Jewel is a tactics in which the target company sells off its most attractive assets ( Crown Jewels) to a friendly third party or spin-off the valuable assets in a separate entity. This reduces the attraction of the bidder for the target company. This also results in dilution of the existing holdings of the bidder making the takeover more expensive.

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Friendly Takeover Negotiation


Takeover takes place generally through negotiations with the willingness and consent of the acquirer companys executives or board of directors. Such takeover is called friendly takeover. This takeover is through negotiating and if parties do not react an agreement during negotiations, the proposal of takeover stands terminated and dropped out. Friendly takeover bid is thus with the consent of majority or all of the shareholders of target company. This means that for a friendly to be successful it must be approved first by the targets managers and then by shareholders whereas a hostile bid needs approval from the shareholders only.
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Takeovers are usually suffered by winners curse. Common value auctions are those in which value of the object being competed for is the same for all bidders but their valuations (estimates of the value) differ . The winners curse hypothesis states that the winners of a sealed bid common value auction tends to be one who most over estimates the true value of the auctioned object. Thus the winner is likely to be cursed by overbidding. To avoid the winners curse in common value auctions, bidders should scale down their estimates to form their bids. Optimal bidding strategies in common value auctions call for a decrease in the bid with an increase in the no. of competing bidders and the degree of uncertainty about the true value. Therefore a friendly takeover bids are usually inflated by managers hubris.

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Following are topics are to be done from the book Contemporary Issues in Mergers and Acquisitions by Dr. Manju Gupta 1. Leverage Buy Out (from page 151 -162) 2. Management Buy Out (from page 162 -165)

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