The Toehold Puzzle
AbstractThe substantial control premium in corporate takeovers makes a compelling case for acquiring target shares (a toehold) prior to launching a bid. Nevertheless, with a sample exceeding ten thousand initial control bids for 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 (twenty percent), and toeholds are the norm in hostile bids. To explain this puzzle, we develop and test a two-stage takeover model in which optimal toeholds centre on either zero or a positive threshold. Toehold bidding gives rise to target-borne toehold costs, causing some targets to reject negotiations. In our sample, an average toehold threshold of nine percent is required to compensate the bidder for the expected cost of rejection. With liquidity costs, thresholds 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 toehold bidding in hostile bids, as we observe.
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Date of creation: May 2005
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- G3 - Financial Economics - - Corporate Finance and Governance
- G33 - Financial Economics - - Corporate Finance and Governance - - - Bankruptcy; Liquidation
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- NEP-ALL-2005-06-14 (All new papers)
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- Walkling, Ralph A., 1985. "Predicting Tender Offer Success: A Logistic Analysis," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 20(04), pages 461-478, December.
- Schwert, G. William, 1996.
"Markup pricing in mergers and acquisitions,"
Journal of Financial Economics,
Elsevier, vol. 41(2), pages 153-192, June.
- Eckbo, B. Espen & Thorburn, Karin S., 2004.
"Bidding in mandatory bankruptcy auctions: Theory and evidence,"
2004/16, Department of Business and Management Science, Norwegian School of Economics.
- Eckbo, B Espen & Thorburn, Karin S, 2005. "Bidding in Mandatory Bankruptcy Auctions: Theory and Evidence," CEPR Discussion Papers 4873, C.E.P.R. Discussion Papers.
- Burkart, Mike, 1995. " Initial Shareholdings and Overbidding in Takeover Contests," Journal of Finance, American Finance Association, vol. 50(5), pages 1491-1515, December.
- Comment, Robert & Schwert, G. William, 1995.
"Poison or placebo? Evidence on the deterrence and wealth effects of modern antitakeover measures,"
Journal of Financial Economics,
Elsevier, vol. 39(1), pages 3-43, September.
- Robert Comment & G. William Schwert, 1995. "Poison or Placebo? Evidence on the Deterrent and Wealth Effects of Modern Antitakeover Measures," NBER Working Papers 4316, National Bureau of Economic Research, Inc.
- Singh, Rajdeep, 1998.
"Takeover Bidding with Toeholds: The Case of the Owner's Curse,"
Review of Financial Studies,
Society for Financial Studies, vol. 11(4), pages 679-704.
- Rajdeep Singh, 1995. "Takeover Bidding with Toeholds: The Case of the Owner's Curse," Finance 9503001, EconWPA.
- Betton, Sandra & Eckbo, B Espen, 2000. "Toeholds, Bid Jumps, and Expected Payoffs in Takeovers," Review of Financial Studies, Society for Financial Studies, vol. 13(4), pages 841-82.
- Jeremy Bulow & Ming Huang & Paul Klemperer, 1999.
"Toeholds and Takeovers,"
- Paul Klemperer & Jeremy Bulow, 1998. "Toeholds and Takeovers," Economics Series Working Papers 1998-W04, University of Oxford, Department of Economics.
- Jeremy Bulow & Ming Huang & Paul Klemperer, 1996. "Toeholds and Takeovers," Finance 9608001, EconWPA.
- Bulow, Jeremy I & Huang, Ming & Klemperer, Paul, 1996. "Toeholds and Takeovers," CEPR Discussion Papers 1486, C.E.P.R. Discussion Papers.
- Fishman, Michael J, 1989. " Preemptive Bidding and the Role of the Medium of Exchange in Acquisitions," Journal of Finance, American Finance Association, vol. 44(1), pages 41-57, March.
- Eckbo, B. Espen & Langohr, Herwig, 1989. "Information disclosure, method of payment, and takeover premiums : Public and private tender offers in France," Journal of Financial Economics, Elsevier, vol. 24(2), pages 363-403.
- Officer, Micah S., 2003. "Termination fees in mergers and acquisitions," Journal of Financial Economics, Elsevier, vol. 69(3), pages 431-467, September.
- Burch, Timothy R., 2001. "Locking out rival bidders: The use of lockup options in corporate mergers," Journal of Financial Economics, Elsevier, vol. 60(1), pages 103-141, April.
- Eckbo, B Espen & Giammarino, Ronald M & Heinkel, Robert L, 1990. "Asymmetric Information and the Medium of Exchange in Takeovers: Theory and Tests," Review of Financial Studies, Society for Financial Studies, vol. 3(4), pages 651-75.
- Akhigbe, Aigbe & Martin, Anna D. & Whyte, Ann Marie, 2007. "Partial acquisitions, the acquisition probability hypothesis, and the abnormal returns to partial targets," Journal of Banking & Finance, Elsevier, vol. 31(10), pages 3080-3101, October.
- David Ettinger, 2009. "Takeover Contests, Toeholds and Deterrence," Post-Print hal-00702428, HAL.
- Gino Loyola, 2008. "Optimal takeover contests with toeholds," Economics Working Papers we083217, Universidad Carlos III, Departamento de Economía.
- James W. Roberts & Andrew Sweeting, 2011. "When Should Sellers Use Auctions?," NBER Working Papers 17624, National Bureau of Economic Research, Inc.
- Eckbo, B. Espen, 2009. "Bidding strategies and takeover premiums: A review," Journal of Corporate Finance, Elsevier, vol. 15(1), pages 149-178, February.
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