Bargaining in Mergers and Termination Fees
AbstractWe model takeovers as a bargaining process and explain termination fees for, both, the target and the acquirer, subject to partiesâ€™ bargaining power and outside options. In equilibrium, termination fees are offered by firms with outside options in exchange for a greater share of merger synergies. Termination fees decrease in firmsâ€™ bargaining power, and increase in firmsâ€™ outside options. We find that a merger with the second highest bidder, including a termination fee, can lead to equally high premiums as a merger with the highest bidder, without a termination fee. This novel result directly contrasts the agency cost perspective, which argues that termination provisions may be used by managers to lock into acquirers that do not generate the highest shareholder value. Further, even in a merger with the highest bidder and in the absence of bidding related costs, a termination fee is not necessarily a deal protection device, but can be used to improve shareholder value. Our bargaining model offers an alternative to auction related explanations of termination fees, like cost compensation or seller commitment.
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Bibliographic InfoPaper provided by Utrecht School of Economics in its series Working Papers with number 07-06.
Length: 28 pages
Date of creation: 2007
Date of revision:
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Other versions of this item:
- C71 - Mathematical and Quantitative Methods - - Game Theory and Bargaining Theory - - - Cooperative Games
- C78 - Mathematical and Quantitative Methods - - Game Theory and Bargaining Theory - - - Bargaining Theory; Matching Theory
- D44 - Microeconomics - - Market Structure and Pricing - - - Auctions
- G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
- K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law
This paper has been announced in the following NEP Reports:
- NEP-ALL-2007-05-19 (All new papers)
- NEP-BEC-2007-05-19 (Business Economics)
- NEP-COM-2007-05-19 (Industrial Competition)
- NEP-GTH-2007-05-19 (Game Theory)
- NEP-LAW-2007-05-19 (Law & Economics)
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- Luis Alvarez & Rune Stenbacka, 2006. "Takeover Timing, Implementation Uncertainty, and Embedded Divestment Options," Review of Finance, European Finance Association, vol. 10(3), pages 417-441, September.
- Comment, Robert & Jarrell, Gregg A., 1987. "Two-tier and negotiated tender offers: The imprisonment of the free-riding shareholder," Journal of Financial Economics, Elsevier, vol. 19(2), pages 283-310, December.
- Bates, Thomas W. & Lemmon, Michael L., 2003. "Breaking up is hard to do? An analysis of termination fee provisions and merger outcomes," Journal of Financial Economics, Elsevier, vol. 69(3), pages 469-504, 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.
- Peter Cramton & Alan Schwartz, 1991.
"Using Auction Theory to Inform Takeover Regulation,"
Papers of Peter Cramton
91jleo, University of Maryland, Department of Economics - Peter Cramton, revised 09 Jun 1998.
- Cramton, Peter & Schwartz, Alan, 1991. "Using Auction Theory to Inform Takeover Regulation," Journal of Law, Economics and Organization, Oxford University Press, vol. 7(1), pages 27-53, Spring.
- Audra L. Boone & J. Harold Mulherin, 2007. "How Are Firms Sold?," Journal of Finance, American Finance Association, vol. 62(2), pages 847-875, 04.
- Roger B. Myerson, 1978. "Optimal Auction Design," Discussion Papers 362, Northwestern University, Center for Mathematical Studies in Economics and Management Science.
- McAfee, R Preston & McMillan, John, 1987. "Auctions and Bidding," Journal of Economic Literature, American Economic Association, vol. 25(2), pages 699-738, June.
- Klemperer, Paul, 1998.
"Auctions with almost common values: The 'Wallet Game' and its applications,"
European Economic Review,
Elsevier, vol. 42(3-5), pages 757-769, May.
- Paul Klemperer, 1997. "Auctions with Almost Common Values: The Wallet Game and its Applications," Economics Series Working Papers 1998-W03, University of Oxford, Department of Economics.
- Povel, Paul & Singh, Rajdeep, 2004. "Using bidder asymmetry to increase seller revenue," Economics Letters, Elsevier, vol. 84(1), pages 17-20, July.
- Officer, Micah S., 2003. "Termination fees in mergers and acquisitions," Journal of Financial Economics, Elsevier, vol. 69(3), pages 431-467, September.
- Paul Povel & Rajdeep Singh, 2006. "Takeover Contests with Asymmetric Bidders," Review of Financial Studies, Society for Financial Studies, vol. 19(4), pages 1399-1431.
- Berkovitch, Elazar & Khanna, Naveen, 1990. " How Target Shareholders Benefit from Value-Reducing Defensive Strategies in Takeovers," Journal of Finance, American Finance Association, vol. 45(1), pages 137-56, March.
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