The penalty fee paid to a potential acquirer by a target company that accepts a higher subsequent offer from another firm. This special type of breakup fee is included in the acquisition agreement between the target company and the original acquiring firm that has been spurned.
Case Study In November 2001 Houston-based Dynegy, Inc., offered to buy crosstown rival Enron Corporation in an all-stock deal. At the time of the offer Enron was experiencing financial difficulties that grew worse later in the month. Both firms had the right to scuttle the deal in the event one or more of several specified events occurred. For example, Dynegy was permitted to change the terms or cancel the agreement if Enron faced a specific amount of litigation liabilities. The merger agreement permitted Enron to terminate the deal if the firm received a substantially better offer from another company. To terminate the agreement for a better offer Enron was required to pay Dynegy a $350 million topper fee.