Takeovers under Asymmetric Information: Block Trades and Tender Offers in Equilibrium
AbstractI study transfers of control in a rm having atomistic shareholders and one dominant minority blockholder (incumbent). A potential acquirer can try to negotiate a block trade with the incumbent. If the negotiations are successful, the control changes hands via a block trade. If the negotiations fail, the acquirer can launch a public tender offer. According to empirical evidence, companies with minority blockholders are widespread, and both types of transactions occur in such companies. However, the existing models that allow for acquiring control through a block trade never obtain tender offers in equilibrium. In my model, asymmetry of information about the acquirers ability to generate value leads to the negotiations failure and, hence, results in a tender offer for a range of parameters. In such an equilibrium, high ability acquirers take over the rm by means of a tender offer, intermediate types negotiate a block trade, and low types do not attempt any transaction. This result provides an immediate explanation for higher target announcement returns in tender o¤ers as compared to block trades. The model also explains why takeover premiums and targetsstock price reaction to tender offers may be higher in countries with stronger shareholder protection and predicts that better shareholder protection should result in a higher announcements returns for targets in block trade transactions as well. Finally, the paper obtains that transfers of corporate control in rms with a dominant minority blockholder are more efficient when shareholder protection is better and provides an argument against the mandatory bid rule in strong legal regimes.
Download InfoIf you experience problems downloading a file, check if you have the proper application to view it first. In case of further problems read the IDEAS help page. Note that these files are not on the IDEAS site. Please be patient as the files may be large.
Bibliographic InfoPaper provided by Center for Economic and Financial Research (CEFIR) in its series Working Papers with number w0185.
Length: 39 pages
Date of creation: Nov 2012
Date of revision:
Contact details of provider:
Postal: 117418 Russia, Moscow, Nakhimovsky pr., 47, office 720
Phone: +7 (495) 105 50 02
Fax: +7 (495) 105 50 03
Web page: http://www.cefir.ru
More information through EDIRC
Takeovers; block trades; tender offers; shareholder protection; mandatory bid rule;
Find related papers by JEL classification:
- D82 - Microeconomics - - Information, Knowledge, and Uncertainty - - - Asymmetric and Private Information; Mechanism Design
- G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
Please report citation or reference errors to , or , if you are the registered author of the cited work, log in to your RePEc Author Service profile, click on "citations" and make appropriate adjustments.:
- Jeffrey W. Allen & Gordon M. Phillips, 2000. "Corporate Equity Ownership, Strategic Alliances, and Product Market Relationships," Journal of Finance, American Finance Association, vol. 55(6), pages 2791-2815, December.
- Claessens, Stijn & Djankov, Simeon & Lang, Larry H. P., 2000. "The separation of ownership and control in East Asian Corporations," Journal of Financial Economics, Elsevier, vol. 58(1-2), pages 81-112.
- Zingales, Luigi, 1995. "Insider Ownership and the Decision to Go Public," Review of Economic Studies, Wiley Blackwell, vol. 62(3), pages 425-48, July.
- Shleifer, Andrei & Vishny, Robert W, 1986.
"Large Shareholders and Corporate Control,"
Journal of Political Economy,
University of Chicago Press, vol. 94(3), pages 461-88, June.
- Saugata Banerjee & Benoit Leleux & Theo Vermaelen, 1997. "Large Shareholdings and Corporate Control: An Analysis of Stake Purchases by French Holding Companies," European Financial Management, European Financial Management Association, vol. 3(1), pages 23-43.
- Arturo Bris & Christos Cabolis, 2008.
"The Value of Investor Protection: Firm Evidence from Cross-Border Mergers,"
Review of Financial Studies,
Society for Financial Studies, vol. 21(2), pages 605-648, April.
- Arturo Bris & Christos Cabolis, 2005. "The Value of Investor Protection: Firm Evidence from Cross-Border Mergers," Yale School of Management Working Papers amz2455, Yale School of Management.
- Samuel Lee & Christian At & Mike Burkart, 2007.
"Security-Voting Structure and Bidder Screening,"
FMG Discussion Papers
dp575, Financial Markets Group.
- Sanford J. Grossman & Oliver D. Hart, 1980. "Takeover Bids, the Free-Rider Problem, and the Theory of the Corporation," Bell Journal of Economics, The RAND Corporation, vol. 11(1), pages 42-64, Spring.
- Faccio, Mara & Lang, Larry H. P., 2002. "The ultimate ownership of Western European corporations," Journal of Financial Economics, Elsevier, vol. 65(3), pages 365-395, September.
- Bebchuk, Lucian Arye, 1994.
"Efficient and Inefficient Sales of Corporate Control,"
The Quarterly Journal of Economics,
MIT Press, vol. 109(4), pages 957-93, November.
- Lucian Arye Bebchuk, 1995. "Efficient and Inefficient Sales of Corporate Control," NBER Working Papers 4788, National Bureau of Economic Research, Inc.
- Jun-Koo Kang & Jin-Mo Kim, 2008. "The Geography of Block Acquisitions," Journal of Finance, American Finance Association, vol. 63(6), pages 2817-2858, December.
- Lucian Arye Bebchuk, 1999. "A Rent-Protection Theory of Corporate Ownership and Control," NBER Working Papers 7203, National Bureau of Economic Research, Inc.
- Martynova, Marina & Renneboog, Luc, 2008. "A century of corporate takeovers: What have we learned and where do we stand?," Journal of Banking & Finance, Elsevier, vol. 32(10), pages 2148-2177, October.
- Trojanowski, Grzegorz, 2008. "Equity block transfers in transition economies: Evidence from Poland," Economic Systems, Elsevier, vol. 32(3), pages 217-238, September.
- 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.
- Rossi, Stefano & Volpin, Paolo F., 2004. "Cross-country determinants of mergers and acquisitions," Journal of Financial Economics, Elsevier, vol. 74(2), pages 277-304, November.
- Barclay, Michael J & Holderness, Clifford G, 1991. " Negotiated Block Trades and Corporate Control," Journal of Finance, American Finance Association, vol. 46(3), pages 861-78, July.
For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: (Julia Babich).
If references are entirely missing, you can add them using this form.