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What Are Killer Bees?


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    Highlights

  • Killer bees are experts that help companies resist unwanted acquisitions by creating barriers that increase costs or reduce appeal for the acquirer
  • These strategies gained fame in the 1980s during a wave of hostile takeovers by corporate raiders
  • Common methods include poison pills, white knights, and litigation to deter bidders
  • However, such defenses are often controversial, potentially harming shareholder value and facing court scrutiny
Table of Contents

What Are Killer Bees?

Let me explain what killer bees are in the financial world. They're not the insects you're thinking of—these are companies or individuals, like investment bankers, accountants, attorneys, and tax specialists, that step in to help target firms dodge unwanted takeovers. I see their role as devising and rolling out anti-takeover defense strategies, which basically make the target company less appealing or way more expensive and tricky to acquire.

Key Takeaways

Here's what you need to grasp right away: Killer bees exist to shield target firms from being taken over against their will. They craft strategies that ramp up the difficulty or cost for the acquirer. These pros became big in the 1980s when corporate America was under siege from raiders—those opportunistic investors. Keep in mind, though, that the tactics they use are often controversial, get pushback from shareholders, and sometimes even get shot down in court.

Understanding Killer Bees

When one company eyes another for acquisition, it typically starts by approaching the board. If that gets rejected, they might sweeten the deal, bail out, or go straight to shareholders with a tender offer. But if things turn hostile, that's when killer bees enter the picture. I think of them as the corporate equivalent of bees stinging an intruder until it backs off—their job is to make the bidder's life miserable.

These specialists rose to fame during the 1980s hostile takeover frenzy. Back then, deep-pocketed investors called raiders would snap up undervalued companies and break them apart for quick profits. Corporate leaders weren't prepared for this, so they called in experts to fight back. As a killer bee, I'd assess your company's situation and the bidder's profile, then suggest ways to make your firm either too pricey or downright unappealing to pursue.

Killer Bees Methods

After the 1980s, we saw the rise of defensive tactics known as shark repellents to ward off unfriendly bids. Killer bees draw from a toolkit of strategies tailored to the scenario.

Popular Strategies Employed by Killer Bees

  • Flip-In Poison Pill: This lets existing shareholders buy more shares at a discount, diluting the hostile party's stake and making control harder and costlier to grab.
  • White Knight: A friendly third-party company jumps in to buy the target instead, saving it from the unwanted suitor.
  • Pac-Man: The target flips the script by bidding to take over the acquirer, just like the game where you eat or get eaten.
  • Lobster Trap: This rule blocks shareholders with over 10% ownership from converting securities into voting stock, stopping them from amassing enough votes to push a merger.
  • Poison Put: Issuing bonds that investors can cash in early if a takeover looms, adding financial pressure on the bidder.

Killer Bees Methods (Continued)

They might also turn to litigation, like standstill agreements, to stall the takeover process and buy time.

Criticism of Killer Bees

Not everyone loves what killer bees do. Many of their anti-takeover moves rub shareholders the wrong way because they often diminish shareholder value or hobble the company long-term by making it less attractive or pricier to buy. The extreme steps, plus the fact that regular shareholders sometimes can't even vote on them, have sparked legal debates. Remember, not all hostile bidders are out to gut the company—sometimes a takeover could actually boost value for investors.

Important Note

These strategies are frequently controversial and not always in shareholders' best interests, which is why courts sometimes step in to block them.

Limitations of Killer Bees

Over time, courts have started intervening when anti-takeover measures seem unreasonable, blocking companies from using them. This oversight makes it tougher for killer bees to succeed today, as the threat of legal pushback looms large.

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