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Takeover Bids below the Expected Value of Minority Shares

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  • Lucian Arye Bebchuk

Abstract

Focusing on takeover bids whose 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 certain 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

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Bibliographic Info

Paper provided by National Bureau of Economic Research, Inc in its series NBER Working Papers with number 2524.

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Date of creation: Feb 1988
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Publication status: published as Journal of Financial and Quantitative Analysis, vol. 24, pp. 171-184, June 1989
Handle: RePEc:nbr:nberwo:2524

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  1. Shleifer, Andrei & Vishny, Robert W., 1986. "Large Shareholders and Corporate Control," Scholarly Articles 3606237, Harvard University Department of Economics.
  2. Harris, Milton & Raviv, Artur, 1988. "Corporate control contests and capital structure," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 55-86, January.
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Citations

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Cited by:
  1. Molin, Johan, 1996. "Optimal deterrence and inducement of takeovers: An analysis of poison pills and dilution," Working Paper Series in Economics and Finance 102, Stockholm School of Economics.
  2. Liebler, Robert J., 1997. "Tender offers to influential shareholders," Journal of Banking & Finance, Elsevier, vol. 21(4), pages 529-540, April.
  3. Bo Becker & Jens Josephson, 2013. "Insolvency Resolution and the Missing High Yield Bond Markets," NBER Working Papers 19415, National Bureau of Economic Research, Inc.
  4. Bebchuk, Lucian Arye & Hart, Oliver, 2001. "Takeover Bids versus Proxy Fights in Contests for Corporate Control," CEPR Discussion Papers 3073, C.E.P.R. Discussion Papers.
  5. Lucian Bebchuk & Oliver Hart, 2001. "Takeover bids vs. Proxy Fights in Contests for Corporate Control," NBER Working Papers 8633, National Bureau of Economic Research, Inc.
  6. 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.
  7. Lucian Arye Bebchuk & Luigi Zingales, 1996. "Corporate Ownership Structures: Private versus Social Optimality," NBER Working Papers 5584, National Bureau of Economic Research, Inc.
  8. Neeman, Zvika & Orosel, Gerhard O., 2006. "On the efficiency of vote buying when voters have common interests," International Review of Law and Economics, Elsevier, vol. 26(4), pages 536-556, December.
  9. Francesca Cornelli & David D. Li, . "Risk Arbitrage in Takeovers," Rodney L. White Center for Financial Research Working Papers 17-98, Wharton School Rodney L. White Center for Financial Research.
  10. Maug, Ernst, 2006. "Efficiency and fairness in minority freezeouts: Takeovers, overbidding, and the freeze-in problem," International Review of Law and Economics, Elsevier, vol. 26(3), pages 355-379, September.
  11. Cornelli, Francesca & Li, David Daokui, 1998. "Risk Arbitrage in Takeovers," CEPR Discussion Papers 2026, C.E.P.R. Discussion Papers.
  12. Ann B. Gillette & Thomas H. Noe, 2000. "If at first you don't succeed: an experimental investigation of the impact of repetition options on corporate takeovers," Working Paper 2000-9, Federal Reserve Bank of Atlanta.
  13. Francesca Cornelli & David D. Li, 2002. "Risk Arbitrage in Takeovers," Review of Financial Studies, Society for Financial Studies, vol. 15(3), pages 837-868.

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