An Overview of Takeover Defenses

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An Overview of Takeover Defenses
Richard S Ruback
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In such offers, the bidding firm makes a first-tier tender offer for a fraction of the target's common stock. The tender offer includes provisions for a second-tier merger. The merger price in the second-tier is substantially below the first-tier tender offer price. This provides an incentive for stockholders to tender to receive the highest price. Since most stockholders tender, and since the bidder accepts shares on a pro-rata basis, most shareholders get a weighted average of the first and s...econd tier offer prices, or the blended price.
Jarrell and Poulson (1986) report insignificant stock price changes of -0. 65 percent for 143 fair price amendments. Consistent with this insignificant stock price effect, fair price amendments are a mild takeover 11 defense. By requiring the same price for all shares, the bidder is forced to offer all shareholders the blended price. This restructures the offer, but does not raise the cost of acquiring the target.
4. Poison Pills : These are preferred stock rights plans adopted by the board of directors; shareholder approval is not generally required.


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