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Merger negotiations and the toehold puzzle

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Author Info

  • Betton, Sandra
  • Eckbo, B. Espen
  • Thorburn, Karin S.

Abstract

The substantial control premium typically observed in corporate takeovers makes a compelling case for acquiring target shares (a toehold) in the market prior to launching a bid. Moreover, auction theory suggests that toehold bidding may yield a competitive advantage over rival bidders. Nevertheless, with a sample exceeding 10,000 initial control bids for US public targets, we show that toehold bidding has declined steadily since the early 1980s and is now surprisingly rare. At the same time, the average toehold is large when it occurs (20%), and toeholds are the norm in hostile bids. To explain these puzzling observations, we develop and test a two-stage takeover model where attempted merger negotiations are followed by open auction. With optimal bidding, a toehold imposes a cost on target management, causing some targets to (rationally) reject merger negotiations. Optimal toeholds are therefore either zero (to avoid rejection costs) or greater than a threshold (so that toehold benefits offset rejection costs). The toehold threshold estimate averages 9% across initial bidders, reflecting in part the bidder's opportunity loss of a merger termination agreement. In the presence of market liquidity costs, a threshold of this size may well induce a broad range of bidders to select zero toehold. As predicted, the probability of toehold bidding decreases, and the toehold size increases, with the threshold estimate. The model also predicts a relatively high frequency of toehold bidding in hostile bids, as observed. Overall, our test results are consistent with rational bidder behavior with respect to the toehold decision.

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Bibliographic Info

Article provided by Elsevier in its journal Journal of Financial Economics.

Volume (Year): 91 (2009)
Issue (Month): 2 (February)
Pages: 158-178

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Handle: RePEc:eee:jfinec:v:91:y:2009:i:2:p:158-178

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Web page: http://www.elsevier.com/locate/inca/505576

Related research

Keywords: Takeover premium Toehold Termination agreement Merger negotiation Auction Target resistance;

References

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  1. Hirshleifer, David & Titman, Sheridan, 1990. "Share Tendering Strategies and the Success of Hostile Takeover Bids," Journal of Political Economy, University of Chicago Press, vol. 98(2), pages 295-324, April.
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Citations

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Cited by:
  1. Ulrike Malmendier & Marcus Matthias Opp & Farzad Saidi, 2012. "Cash is King - Revaluation of Targets after Merger Bids," NBER Working Papers 18211, National Bureau of Economic Research, Inc.
  2. Aktas, Nihat & de Bodt, Eric & Roll, Richard, 2011. "Serial acquirer bidding: An empirical test of the learning hypothesis," Journal of Corporate Finance, Elsevier, vol. 17(1), pages 18-32, February.
  3. Bargeron, Leonce L., 2012. "Do Shareholder Tender Agreements inform or expropriate shareholders?," Journal of Corporate Finance, Elsevier, vol. 18(2), pages 373-388.
  4. Benson, David & Ziedonis, Rosemarie H., 2010. "Corporate venture capital and the returns to acquiring portfolio companies," Journal of Financial Economics, Elsevier, vol. 98(3), pages 478-499, December.
  5. Ovtchinnikov, Alexei V., 2013. "Merger waves following industry deregulation," Journal of Corporate Finance, Elsevier, vol. 21(C), pages 51-76.
  6. Loyola, Gino, 2012. "Optimal and efficient takeover contests with toeholds," Journal of Financial Intermediation, Elsevier, vol. 21(2), pages 203-216.
  7. Loyola, Gino, 2012. "Auctions vs. negotiations in takeovers with initial stakes," Finance Research Letters, Elsevier, vol. 9(3), pages 111-120.
  8. Jeon, Jin Q. & Ligon, James A., 2011. "How much is reasonable? The size of termination fees in mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 17(4), pages 959-981, September.
  9. Andrey Malenko & Alexander Gorbenko, 2013. "Means of payment and timing of mergers and acquisitions in a dynamic economy," 2013 Meeting Papers 928, Society for Economic Dynamics.
  10. Karampatsas, Nikolaos & Petmezas, Dimitris & Travlos, Nickolaos G., 2014. "Credit ratings and the choice of payment method in mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 25(C), pages 474-493.
  11. Liao, Rose C., 2014. "What drives corporate minority acquisitions around the world? The case for financial constraints," Journal of Corporate Finance, Elsevier, vol. 26(C), pages 78-95.
  12. Krishnan, C.N.V. & Masulis, Ronald W. & Thomas, Randall S. & Thompson, Robert B., 2012. "Shareholder litigation in mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 18(5), pages 1248-1268.
  13. Weitzel, Utz & Kling, Gerhard, 2012. "Sold below value? Why some targets accept very low and even negative takeover premiums," MPRA Paper 42832, University Library of Munich, Germany.
  14. Aktas, Nihat & de Bodt, Eric & Roll, Richard, 2010. "Negotiations under the threat of an auction," Journal of Financial Economics, Elsevier, vol. 98(2), pages 241-255, November.
  15. Malhotra, Shavin & Zhu, PengCheng, 2013. "Paying for cross-border acquisitions: The impact of prior acquirers’ decisions," Journal of World Business, Elsevier, vol. 48(2), pages 271-281.
  16. Vermaelen, Theo & Xu, Moqi, 2014. "Acquisition finance and market timing," Journal of Corporate Finance, Elsevier, vol. 25(C), pages 73-91.
  17. Povel, Paul & Sertsios, Giorgo, 2014. "Getting to know each other: The role of toeholds in acquisitions," Journal of Corporate Finance, Elsevier, vol. 26(C), pages 201-224.
  18. Mantecon, Tomas & Liu, Ian & Gao, Fei, 2012. "Empirical evidence of the value of monitoring in joint ownership," Journal of Banking & Finance, Elsevier, vol. 36(4), pages 1045-1056.
  19. Taras Banakh & Pavel Trisch, 2012. "Toehold Purchase Problem: A comparative analysis of two strategies," Papers 1204.2065, arXiv.org, revised Aug 2013.
  20. Ryngaert, Michael & Scholten, Ralph, 2010. "Have changing takeover defense rules and strategies entrenched management and damaged shareholders? The case of defeated takeover bids," Journal of Corporate Finance, Elsevier, vol. 16(1), pages 16-37, February.
  21. Gregory, Alan & O'Donohoe, Sheila, 2014. "Do cross border and domestic acquisitions differ? Evidence from the acquisition of UK targets," International Review of Financial Analysis, Elsevier, vol. 31(C), pages 61-69.
  22. Calcagno, Riccardo & Falconieri, Sonia, 2014. "Competition and dynamics of takeover contests," Journal of Corporate Finance, Elsevier, vol. 26(C), pages 36-56.
  23. Koch, Adam S. & Lefanowicz, Craig E. & Robinson, John R., 2012. "The effect of quarterly earnings guidance on share values in corporate acquisitions," Journal of Corporate Finance, Elsevier, vol. 18(5), pages 1269-1285.

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