Takeover#Hostile takeovers

With the term " hostile takeover " typically refers to a manager of a company, the action of an investor who intends to buy this company, and to this end directly to the owners of the company (usually with a public tender offer ) applies, without first obtaining the consent of the acquisition candidates. The term " hostile" often represents only the negative view of the management of acquisition targets - for the purchase of a majority stake in a company against the will of its management, board or staff - is; Therefore, the literature speaks in this context instead of "enemy " and a " uncoordinated " corporate takeover.

With the approval of the takeover candidates we speak of a "friendly " takeover. It should be noted that acquisitions are often accepted in their conditions (price or commitments of inventory of sites, etc. ) to be improved and the management or supervisory board of the acquisition candidates ultimately "enemy ".

• 2.1 Germany
• 2.2 International

Interests of the parties

Investor

By directly addressing the owner of the investor are only the information available in the public domain in the rule. Ex -post are surprises by misperceptions often. The management of the investor must therefore assess the chances of the takeover correspondingly very high.

Takeover candidate

The owners ( shareholders of the target company ) can prevent, as only the acquisition by not tender their shares to the bidder. To avoid this, the offer to purchase the investor is regularly on the ( stock market) value of the shares; a " hostile takeover " is then a profit for the shareholders. Appearance of a small minority of shareholders who have not accepted the offer, they can be forced under certain conditions later on a squeeze-out to sell the shares.

Management

One of the tasks of management is to maximize the value of their business for the owners - is therefore a "defense" a rational response to purchase offers, especially if they have an opportunistic value approach. Managers can also try to prevent the change of ownership, especially because the top management of a takeover candidate is not taken regularly after the takeover. In defense of several possibilities are open:

• Criticism of Review: The offer of the foreign company is criticized as too low and the "fair" value of treasury shares will be based on the bid to keep the shareholders of a ( premature ) sale or to obtain an improvement of the offer (see: Mannesmann takeover by Vodafone in 2000). Especially with offers, where the payment is made in shares of the acquiring company, the strategy of the acquiring company can be criticized and are compared with the future prospects of their own, independently managed company.
• White Knight: Seeking a third investor, who takes over the target company. Through the deliberate substitute takeover by another and not the aggressor, although the autonomy is also abandoned, however, benefits can by a suitable appearing business strategy or further inventory of existing product lines and investment yield (see: Schering acquisition by Bayer rather than by Merck in 2006).
• Acquisition of third companies: The attacked companies can virtually opposite to the takeover bid to expand its own group through leveraged acquisitions even to the extent that the resulting new group unattractive does with the so incurred obligations, the acquisition for the attacker (see: Preussag acquisition of Thomson Travel Group in 2000).
• Poison Pill: The target company may on the one hand through a capital increase its market capitalization and thus more expensive an acquisition greatly. Furthermore, "poison pills " in the form of legally binding commitments for the benefit of stakeholders will be established in the event of a takeover. This can environmental requirements for other sites or license refunds for customers to be (see PeopleSoft acquisition by Oracle in 2005).
• Golden Parachute: The management of the target company may arrange to be committing substantial payments in the event of a takeover contract.

Is common to all strategies that they often ultimately lead to a higher share price for the acquisition or have merged with other than the attacking group result. This benefits for existing sites, the workforce or product lines as well as the proceeds of the shareholders may result. This contrasts with often excessive communication costs and the uncertainty of investors and customers during the takeover battle.

Terms of Use

Note, however, that German law prohibits all prevention measures by the Board in principle ( § 33 of the Takeover Act ), regardless of whether they are successful, and by a fine used ( § 60 Section 1 No. 8 Takeover Act ). Except for the seeking alternative bids ( "White Knight" ), as is clear from § 22 Takeover Act.

List of hostile takeovers

Germany

Internationally

• Corporate takeover
• Corporation
• Company law