A proposed acquisition without the approval or consent of the target company Show
What is a Hostile Takeover?A hostile takeover, in mergers and acquisitions (M&A), is the acquisition of a target company by another company (referred to as the acquirer) by going directly to the target company’s shareholders, either by making a tender offer or through a proxy vote. The difference between a hostile and a friendly takeover is that, in a hostile takeover, the target company’s board of directors do not approve of the transaction. Example of a Hostile TakeoverFor example, Company A is looking to pursue a corporate-level strategy and expand into a new geographical market.
In the scenario above, despite the rejection of its bid, Company A is still attempting an acquisition of Company B. This situation would then be referred to as a hostile takeover attempt. Hostile Takeover StrategiesThere are two commonly-used hostile takeover strategies: a tender offer or a proxy vote. 1. Tender offerA tender offer is an offer to purchase stock shares from Company B shareholders at a premium to the market price. For example, if Company B’s current market price of shares is $10, Company A could make a tender offer to purchase shares of company B at $15 (50% premium). The goal of a tender offer is to acquire enough voting shares to have a controlling equity interest in the target company. Ordinarily, this means the acquirer needs to own more than 50% of the voting stock. In fact, most tender offers are made conditional on the acquirer being able to obtain a specified amount of shares. If not enough shareholders are willing to sell their stock to Company A to provide it with a controlling interest, then it will cancel its $15 a share tender offer. 2. Proxy voteA proxy vote is the act of the acquirer company persuading existing shareholders to vote out the management of the target company so it will be easier to take over. For example, Company A could persuade shareholders of Company B to use their proxy votes to make changes to the company’s board of directors. The goal of such a proxy vote is to remove the board members opposing the takeover and to install new board members who are more receptive to a change in ownership and who, therefore, will vote to approve the takeover. Defenses against a Hostile TakeoverThere are several defenses that the management of the target company can employ to deter a hostile takeover. They include the following:
Real-life Examples of Hostile TakeoversThere are several examples of hostile takeovers in real-life, such as the following:
Related ReadingsCFI is a global provider of financial analyst training and career advancement for finance professionals. To learn more and expand your career, explore the additional relevant CFI resources below:
What is a poison pill in a hostile takeover?"Poison pill" is a colloquial term for a defense strategy used by the directors of a public company to prevent activist investors, competitors, or other would-be acquirers from taking control of the company by buying up large amounts of its stock.
What happens in a hostile takeover of a company?A hostile takeover is when a company or activist shareholder tries to gain control of a target company by sidestepping the company's management and board of directors, and going directly to its shareholders.
What is the poison pill quizlet?A strategy used by corporations to discourage hostile takeovers. With a poison pill, the target company attempts to make its stock less attractive to the acquirer.
Does a poison pill create new shares?As a result of triggering the pill, additional shares may be purchased currents shareholder for very low prices. The result is that the value of the shares purchased by the incoming bidder is heavily diluted, thereby frustrating the take over bid.
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