What Is a Hostile Takeover Bid?
Let me start by defining this for you: a hostile takeover bid is when someone tries to grab a controlling interest in a publicly traded company without getting the green light from the target's board of directors. If the board turns down an offer, the potential buyer has three main paths forward: launching a tender offer, starting a proxy fight, or simply buying up shares on the open market.
A tender offer means going straight to the shareholders with an offer to buy their shares at a price higher than the current market value. A proxy fight is about rallying shareholders to replace board members who are against the takeover with ones who support it. And buying shares openly is another way, though it's straightforward but can get expensive.
Understanding the Hostile Takeover Bid
You should know that these bids usually come from companies looking to grow their operations, wipe out competition, or achieve both. They might be after expanding their customer base, accessing new distribution channels, increasing market share, or getting a technological edge.
Sometimes, it's an activist shareholder who spots a chance to boost the target's performance and cash in on rising stock prices. The process often begins with an offer to the board for a controlling stake, but if they reject it claiming it's not in shareholders' best interests, that's when things turn hostile.
Hostile Takeover Bid Tactics
One tactic is to buy enough shares on the open market to gain control, but this isn't easy because snapping up large volumes drives the price up, often leading to overpayment unrelated to the company's actual performance.
That leaves two primary strategies: the tender offer and the proxy fight, which I'll explain next.
Tender Offer
In a tender offer, the acquirer makes a direct bid to shareholders for a controlling portion of the stock at a fixed price above market value, giving sellers a clear incentive. This is a formal process with an expiry date, and it requires filing paperwork with the SEC, including a summary of what the acquirer plans to do with the company. Companies often have defenses against this, which might push the bidder toward a proxy fight.
Proxy Fight
The aim here is to oust board members opposing the takeover and install supportive ones by convincing shareholders that a management shake-up is necessary. If shareholders buy into it, they let the acquirer vote their shares by proxy for new board members. Success means the new board approves the acquisition.
A Comeback for the Hostile Takeover?
Hostile takeovers were big in the 1980s, fueled by 'corporate raiders' in high-profile deals. They've since popped up mostly after market slumps when companies look like bargains. In late 2020, experts from the Harvard Law School Forum on Corporate Governance foresaw a wave post-COVID-19, and indeed, 2021 saw record M&A activity with 62,000 deals worth $5.1 trillion globally, including 130 megadeals over $5 billion.
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