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Takeover Bids below the Expected Value of Minority Shares

Published online by Cambridge University Press:  06 April 2009

Abstract

Focusing on takeover bids for which the outcome can be predicted in advance with certainty, Grossman and Hart established the proposition, which subsequent work accepted, that successful bids must be made at or above the expected value of minority shares. This proposition provided the basis for Grossman and Hart's identification of a free-rider problem and became a major premise for the analysis of takeovers. This paper shows that this important proposition does not always hold once we drop the assumption that the only successful bids are those whose success could have been predicted with certainty. In particular, it is shown that any unconditional bid that is below the expected value of minority shares but above the independent target's per share value will succeed with a positive probability, that the bidder's expected payoff from such a bid (not counting the transaction costs of making the bid) is always positive, and that bidders might elect to make such bids. These results have implications for the nature of the free-rider problem and for the operation of takeovers; in particular, it is shown that, when a raider can increase the value of a target's assets, the raider might elect to bid even if no dilution of minority shares is possible and it holds no initial stake in the target.

Type
Research Article
Copyright
Copyright © School of Business Administration, University of Washington 1989

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References

Bagnoli, M., and Lipman, B.. “Successful Takeovers without Exclusion.” The Review of Financial Studies, 1 (Spring 1988), 89110.CrossRefGoogle Scholar
Bebchuk, L.The Outcome of Takeover Bids under Alternative Private and Legal Arrangements.” Working Paper, Harvard Law School (1988).Google Scholar
Bradley, D.; Desai, A.; and Kim, H.. “The Rationale behind Interfirm Tender Offers: Information or Synergy?Journal of Financial Economics, 11 (04 1983), 141153.CrossRefGoogle Scholar
Feller, W.An Introduction to Probability Theory and Its Applications, 3rd ed.New York: John Wiley and Sons (1968).Google Scholar
Fishman, M.A Theory of Preemptive Takeover Bidding.” Rand Journal of Economics, 19(Spring 1988), 88101.CrossRefGoogle Scholar
Grossman, S., and Hart, O.. “Takeover Bids, the Free Rider Problem, and the Theory of the Corporation.” Bell Journal of Economics, 11 (Spring 1980), 4264.CrossRefGoogle Scholar
Harris, M., and Raviv, A.. “Corporate Control Contests and Capital Structure.” Journal of Financial Economics, 20 (01/03 1988), 55.CrossRefGoogle Scholar
Hirshleifer, D., and Titman, S.. “Share Tendering Strategies and the Success of Hostile Takeover Bids.” Working Paper, UCLA Graduate School of Management (1988).Google Scholar
Jegadeesh, N., and Chowdhry, B.. “Optimal Pre-Tender Offer Share Acquisition Strategy in Takeovers.” Working Paper, UCLA Graduate School of Management (1988).Google Scholar
Khanna, N.Optimal Bidding for Tender Offers.” Working Paper, The Univ. of Michigan Graduate School of Business (1988).Google Scholar
Scharfstein, D.The Disciplinary Role of Takeovers.” Review of Economic Studies, 55 (04 1988), 185.CrossRefGoogle Scholar
Shleifer, A., and Vishny, R.. “Large Shareholders and Corporate Control.” Journal of Political Economy, 94 (04 1986), 461488.CrossRefGoogle Scholar
Walking, R.Predicting Tender Offer Success: A Logistic Analysis.” Journal of Financial and Quantitative Analysis, 20 (12 1985), 461478.CrossRefGoogle Scholar