takeover bid

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Takeover Bid

An offer in which an investor or company attempts to buy a publicly-traded company, or, more commonly, most of the shares in that company. For example, if Corporation A offers to buy 51% or more of Corporation B, then Corporation A is making a takeover bid. Takeover bids are made for cash, stock, or both. Likewise, they may be friendly or hostile; a friendly takeover bid occurs when the board of directors supports the acquisition and a hostile takeover bid occurs when it does not. See also: Antitakeover measure, Greenmail.

takeover bid

an attempt by one or a number of companies to achieve the TAKEOVER of another company by bidding for (see BID) all or the majority of voting SHARES in the target company A number of terms are used to describe the various tactics available to the bidding and defending firms, including:
  1. black knight; a firm that launches an unwelcome (contested) takeover bid for some other firm;
  2. concert party; a number of investors who each buy shares in a company with a view to pooling their shareholdings and acting in concert to take over the company;
  3. dawn raid; an attempt to buy up as many shares in a company as possible on the STOCK MARKET over a short period of time, as a prelude to making a full takeover bid for the company;
  4. golden parachute; any generous severance terms written into the employment contracts of the directors of a firm that makes it expensive to sack the directors if the firm is taken over;
  5. greenmail; a situation in which a firm's shares are being bought up by a (potential) takeover bidder, who is then headed off from making an actual bid, by that firm's directors buying these shares from him at a premium price;
  6. leveraged bid; a takeover that is financed primarily by the issue of LOAN CAPITAL rather than share capital, which increases the CAPITAL GEARING of the enlarged firm. (see JUNK BOND);
  7. pac-man defence; a situation in which the firm being bid for itself now makes a bid for the acquiring firm (see REVERSE TAKEOVER);
  8. poison pill; a tactic employed in a takeover bid whereby the intended victim itself takes over or merges with some other firm, in order to make itself financially or structurally less attractive to the potential acquirer;
  9. porcupine; any complex agreements between a firm and its suppliers, customers or creditors that make it difficult for an acquiring company to integrate this firm with its own business;
  10. reverse takeover; an attempt by a smaller firm to take over a larger firm. Since the smaller aggressor company has a smaller capital than the victim, it must usually issue additional shares or raise loans to finance the takeover (see pac-man defence);
  11. shark repellent; any measures specifically designed to discourage takeover bidders; for example, altering the company's ARTICLES OF ASSOCIATION to increase the proportion of shareholders' votes needed to approve the bid above the usual 50% mark;
  12. white knight; the intervention in a takeover bid of a third firm which itself takes over or merges with the intended victim firm to rescue it from its unwelcome suitor. See also ARBITRAGEUR, MERCHANT BANK.

takeover bid

an attempt by one FIRM to TAKE OVER another by acquiring the majority of shares in a public JOINT-STOCK COMPANY. The financial terms of the bid may involve a straight cash offer or a mix of cash and shares in the bidder. The price being offered per share in the target company will generally exceed the value of that company's physical assets and the current stock exchange price of its shares. The price premium being offered by the takeover bidder reflects its valuation of the underlying value of that company's physical assets, brands, trade contacts, etc., and if these could be more effectively managed as part of the bidder's overall business. A number of terms are used to describe the various tactics available to the bidding and defending firms, including:
  1. black knight: a firm that launches an unwelcome (contested) takeover bid for some other firm;
  2. golden parachute: any generous severance terms written into the employment contracts of the directors of a firm that make it expensive to sack the directors if the firm is taken over;
  3. greenmail: a situation in which a firm's shares are being bought up by a (potential) takeover bidder who is then headed off from making an actual bid by that firm's directors buying these shares from him at a premium price;
  4. leveraged bid: a takeover that is financed primarily by the issue of LOAN CAPITAL (often in the form of‘junk bonds) rather than SHARE CAPITAL, which increases the CAPITAL GEARING of the enlarged firm;
  5. pac-man defence: a situation in which the firm being bid for itself now makes a bid for the acquiring firm (see REVERSE TAKEOVER);
  6. poison pill: a tactic employed in a takeover bid whereby the intended victim firm itself takes over or merges (see MERGER) with some other firm in order to make itself financially or structurally less attractive to the potential acquirer;
  7. porcupine: any complex agreements between a firm and its suppliers, customers or creditors that make it difficult for an acquiring company to integrate this firm with its own business;
  8. shark repellants: any measures specifically designed to discourage takeover bidders - for example, altering the company's articles of association to increase the proportion of shareholder votes needed to approve the bid above the usual 50% mark; (i) white knight: the intervention in a takeover bid of a third firm, which itself takes over or merges with the intended victim firm to ‘rescue’ it from its unwelcome suitor. See CITY CODE.
References in periodicals archive ?
Notes not accepted for purchase will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase and the Letter of Transmittal.
The offer to purchase was managed under the terms and conditions set forth in the Change of Control Notice and Offer to Purchase.
The consideration to be paid in the Offers for the 2019 Notes validly tendered was calculated in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the applicable U.S.
Further, since the total number of common shares tendered exceeds the number of common shares offered to purchase, all tendered common shares are subject to pro-ration pursuant to the Offer to Purchase. Therefore, under final pro-ration 45.66% of the common shares tendered will be accepted for payment, subject to adjustment for fractional shares and after the tendered shares are bought, the fund will have an estimated 12,663,237 outstanding common shares.
Bank of China (Hong Kong) Limited has announced it has commenced a tender offer to purchase for cash any and all of the USD 2.5m 5.55% subordinated notes due 2020, the company said.
Subject to the terms and conditions set forth in the Offer to Purchase and the Letter of Transmittal, Holders of Notes that are validly tendered on or prior to 5 p.m., New York City time, on May 10, 2016, unless extended (such date and time, as the same may be extended, the "Early Tender Date") and accepted for purchase shall be entitled to receive the total consideration calculated in the manner set forth in the Offer to Purchase (the "Total Consideration"), which includes an early tender premium in the amount indicated in the table above (the "Early Tender Premium").
The tender offer and consent solicitation are subject to the satisfaction or waiver of certain conditions, as described in the Offer to Purchase, including the condition that ViaSat shall have received net proceeds from one or more financings sufficient to repurchase all of the notes tendered, including the payment of all premiums, if any, consent payments, accrued interest, and costs and expenses incurred in connection with the tender offer and consent solicitation, as described in more detail in the Offer to Purchase.
The specific terms and conditions of the tender offers are indicated in the offer to purchase, dated July 13, 2011.
(IHI; New York) has commenced a tender offer to purchase all outstanding shares of Liquent, Inc.
RR Donnelley & Sons Company (NYSE:RRD) elected to further increase the total (the aggregate maximum tender amount) of its outstanding 7.625% senior notes due 2020 (the 2020 notes), 7.875% senior notes due 2021 (the 2021 notes), 8.875% debentures due 2021 (the 2021 debentures) and 7.000% senior notes due 2022 (the 2022 notes and collectively with the 2020 notes, the 2021 notes and the 2021 debentures, the securities) that it can buy under its cash tender offers (the tender offers) to USD430m, subject to the Acceptance Priority Levels and the 2022 series cap set forth in the Offer to Purchase dated 18 September 2018 (as amended or supplemented from time to time, the offer to purchase).
Qualcomm announced that it commenced a "modified Dutch auction" tender offer to purchase up to $10B of shares of its common stock, or such lesser number of shares of its common stock as are properly tendered and not properly withdrawn, at a price not less than $60.00 nor greater than $67.50 per share of common stock, to the seller in cash, less any applicable withholding taxes and without interest.