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A Theory of Acquisition Markets: Mergers versus Tender Offers, and Golden Parachutes

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  • Berkovitch, Elazar
  • Khanna, Naveen

Abstract

We develop a model of the acquisition market in which the acquirer has a choice between two takeover mechanisms: mergers and tender offers. A merger is modeled as a bargaining game between the acquiring and target firms; whereas a tender offer is modeled as an auction in which bidders arrive sequentially and compete for the target. At any stage of the bargaining game the acquiring firm can stop negotiating and make a tender offer. In equilibrium, there is a unique level of synergy gains below which the acquiring firm makes only a merger attempt as it expects to lose in the competition resulting from a tender offer. For synergy gains above this level, tender offers can occur. However, to get tender offers, target shareholders must give their managers golden parachutes that give higher payoffs in tender offers than in mergers. Article published by Oxford University Press on behalf of the Society for Financial Studies in its journal, The Review of Financial Studies.

Suggested Citation

  • Berkovitch, Elazar & Khanna, Naveen, 1991. "A Theory of Acquisition Markets: Mergers versus Tender Offers, and Golden Parachutes," The Review of Financial Studies, Society for Financial Studies, vol. 4(1), pages 149-174.
    • Handle: RePEc:oup:rfinst:v:4:y:1991:i:1:p:149-74
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    Cited by:

    1. Sercu, Piet & Van Hulle, Cynthia, 1995. "Financing instruments, security design, and the efficiency of takeovers: A note," International Review of Law and Economics, Elsevier, vol. 15(4), pages 373-393, December.
    2. Fabian Homberg & Katja Rost & Margit Osterloh, 2009. "Do synergies exist in related acquisitions? A meta-analysis of acquisition studies," Review of Managerial Science, Springer, vol. 3(2), pages 75-116, July.
    3. Li, Lin & Tong, Wilson H.S., 2018. "Information uncertainty and target valuation in mergers and acquisitions," Journal of Empirical Finance, Elsevier, vol. 45(C), pages 84-107.
    4. Lefanowicz, Craig E. & Robinson, John R. & Smith, Reed, 2000. "Golden parachutes and managerial incentives in corporate acquisitions: evidence from the 1980s and 1990s," Journal of Corporate Finance, Elsevier, vol. 6(2), pages 215-239, July.
    5. Kanungo, Rama Prasad, 2021. "Uncertainty of M&As under asymmetric estimation," Journal of Business Research, Elsevier, vol. 122(C), pages 774-793.
    6. Sercu, P. & Van Hulle, C., 1995. "On the structure of take-over models, and insider-outsider conflicts in negotiated take-overs," Journal of Banking & Finance, Elsevier, vol. 19(1), pages 11-44, April.
    7. Gino Loyola & Yolanda Portilla, 2016. "A Bargaining Model of Friendly and Hostile Takeovers," International Review of Finance, International Review of Finance Ltd., vol. 16(2), pages 291-306, June.
    8. Keiichi Hori & Hiroshi Osano, 2017. "Agency Contracts, Noncommitment Timing Strategies and Real Options," The Japanese Economic Review, Springer, vol. 68(4), pages 521-554, December.
    9. Felipe Balmaceda, 2009. "Mergers and CEO Power," Journal of Institutional and Theoretical Economics (JITE), Mohr Siebeck, Tübingen, vol. 165(3), pages 454-486, September.
    10. Lukas, Elmar & Pereira, Paulo J. & Rodrigues, Artur, 2023. "On the determinants of the dynamic choice between mergers and tender offers," Journal of Corporate Finance, Elsevier, vol. 83(C).
    11. Calcagno, Riccardo & Falconieri, Sonia, 2014. "Competition and dynamics of takeover contests," Journal of Corporate Finance, Elsevier, vol. 26(C), pages 36-56.
    12. Mufaddal Baxamusa & Dobrina Georgieva, 2015. "Two-step acquisitions and liquidity spread," Journal of Economics and Finance, Springer;Academy of Economics and Finance, vol. 39(2), pages 262-287, April.
    13. Pierpaolo Battigalli & Carlo Chiarella & Stefano Gatti & Tommaso Orlando, 2017. "M&A negotiations with limited information: how do opaque firms buy and get bought?," Working Papers 596, IGIER (Innocenzo Gasparini Institute for Economic Research), Bocconi University.
    14. Goldman, Eitan & Qian, Jun, 2005. "Optimal toeholds in takeover contests," Journal of Financial Economics, Elsevier, vol. 77(2), pages 321-346, August.
    15. Becker, Jan U. & Clement, Michel & Nöth, Markus, 2016. "Start-ups, incumbents, and the effects of takeover competition," Journal of Business Research, Elsevier, vol. 69(12), pages 5925-5933.
    16. Offenberg, David & Pirinsky, Christo, 2015. "How do acquirers choose between mergers and tender offers?," Journal of Financial Economics, Elsevier, vol. 116(2), pages 331-348.

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