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Information and Efficiency in Tender Offers


  • Robert Marquez
  • Bilge Yılmaz


We analyze tender offers where privately informed shareholders are uncertain about the raider's ability to improve firm value. The raider suffers a "lemons problem" in that, for any price offered, only shareholders who are relatively pessimistic about the value of the firm tender their shares. Consequently, the raider finds it too costly to induce shareholders to tender when their information is positive. In the limit as the number of shareholders gets arbitrarily large, when private benefits are relatively low, the tender offer is unsuccessful if the takeover has the potential to create value. The takeover market is therefore inefficient. In contrast, when private benefits of control are high, the tender offer allocates the firm to any value-increasing raider, but may also allow inefficient takeovers to occur. Unlike the case where all information is symmetric, shareholders cannot always extract the entire surplus from the acquisition. Copyright 2008 The Econometric Society.

Suggested Citation

  • Robert Marquez & Bilge Yılmaz, 2008. "Information and Efficiency in Tender Offers," Econometrica, Econometric Society, vol. 76(5), pages 1075-1101, September.
  • Handle: RePEc:ecm:emetrp:v:76:y:2008:i:5:p:1075-1101

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    References listed on IDEAS

    1. 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.
    2. Holmstrom, Bengt & Nalebuff, Barry, 1992. "To the Raider Goes the Surplus? A Reexamination of the Free-Rider Problem," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 1(1), pages 37-62, Spring.
    3. Francesca Cornelli & David D. Li, 2002. "Risk Arbitrage in Takeovers," Review of Financial Studies, Society for Financial Studies, vol. 15(3), pages 837-868.
    4. Holmstrom, Bengt & Tirole, Jean, 1993. "Market Liquidity and Performance Monitoring," Journal of Political Economy, University of Chicago Press, vol. 101(4), pages 678-709, August.
    5. Mark Bagnoli, Barton L. Lipman, 1988. "Successful Takeovers without Exclusion," Review of Financial Studies, Society for Financial Studies, vol. 1(1), pages 89-110.
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    Cited by:

    1. Dalkır, Elif & Dalkır, Mehmet, 2014. "On the optimality of partial tender offers," Journal of Economic Theory, Elsevier, vol. 151(C), pages 561-570.
    2. Mike Burkart & Samuel Lee, 2010. "Signaling in Tender Offer Games," FMG Discussion Papers dp655, Financial Markets Group.
    3. Dalkır, Elif, 2015. "Shareholder information and partial tender offers," Economics Letters, Elsevier, vol. 136(C), pages 64-66.
    4. Mike Burkart & Samuel Lee, 2015. "Signalling to Dispersed Shareholders and Corporate Control," Review of Economic Studies, Oxford University Press, vol. 82(3), pages 922-962.
    5. Baomin Dong & Frank Wang, 2014. "A pre-emption model of mergers," Journal of Economics, Springer, vol. 113(2), pages 187-204, October.
    6. Oh, Frederick Dongchuhl & Baek, Sangkyu, 2015. "Unique equilibrium in a model of takeovers involving block trades and tender offers," Finance Research Letters, Elsevier, vol. 15(C), pages 208-214.
    7. Ordóñez-Calafí, Guillem & Thanassoulis, John, 2020. "Stock selling during takeovers," Journal of Corporate Finance, Elsevier, vol. 60(C).
    8. Boone, Audra & Broughman, Brian & Macias, Antonio J., 2018. "Shareholder approval thresholds in acquisitions: Evidence from tender offers," Journal of Corporate Finance, Elsevier, vol. 53(C), pages 225-245.
    9. Levit, Doron, 2017. "Advising shareholders in takeovers," Journal of Financial Economics, Elsevier, vol. 126(3), pages 614-634.

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