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Funding[ edit ] Often a company acquiring another pays a specified amount for it. This money can be raised in a number of ways. More often, it will be borrowed from a bank , or raised by an issue of bonds. Acquisitions financed through debt are known as leveraged buyouts , and the debt will often be moved down onto the balance sheet of the acquired company.
The acquired company then has to pay back the debt. This is a technique often used by private equity companies. Loan note alternatives[ edit ] Cash offers for public companies often include a "loan note alternative" that allows shareholders to take a part or all of their consideration in loan notes rather than cash.
This is done primarily the offer more attractive in terms of taxation. A conversion of shares into cash is counted as a disposal that triggers a payment of capital gains tax , whereas if the shares are converted into other securities , such as loan notes, the tax is rolled over. All share deals[ edit ] A takeover, particularly a reverse takeover , may be financed by an all share deal. The bidder does not pay money, but instead issues new shares in itself to the shareholders of the company being acquired.
In a reverse takeover the shareholders of the company being acquired end up with a majority of the shares in, and so control of, the company making the bid.
The company has managerial rights. All-cash deals[ edit ] If a takeover of a company consists of simply an offer of an amount of money per share, as opposed to all or part of the payment being in shares or loan notes then this is an all-cash deal. The Code used to be a non-statutory set of rules that was controlled by city institutions on a theoretically voluntary basis.
However, as a breach of the Code brought such reputational damage and the possibility of exclusion from city services run by those institutions, it was regarded as binding. It regulates when and what information companies must and cannot release publicly in relation to the bid, sets timetables for certain aspects of the bid, and sets minimum bid levels following a previous purchase of shares.
Strategies[ edit ] There are a variety of reasons why an acquiring company may wish to purchase another company. Some takeovers are opportunistic — the target company may simply be very reasonably priced for one reason or another and the acquiring company may decide that in the long run, it will end up making money by purchasing the target company.
The large holding company Berkshire Hathaway has profited well over time by purchasing many companies opportunistically in this manner. For example, an acquiring company may decide to purchase a company that is profitable and has good distribution capabilities in new areas which the acquiring company can use for its own products as well.
A target company might be attractive because it allows the acquiring company to enter a new market without having to take on the risk, time and expense of starting a new division.
An acquiring company could decide to take over a competitor not only because the competitor is profitable, but in order to eliminate competition in its field and make it easier, in the long term, to raise prices.
Also a takeover could fulfill the belief that the combined company can be more profitable than the two companies would be separately due to a reduction of redundant functions. Agency problems[ edit ] Takeovers may also benefit from principal—agent problems associated with top executive compensation.
Such seemingly adverse earnings news will be likely to at least temporarily reduce share price. A reduced share price makes a company an easier takeover target. This can represent tens of billions of dollars questionably transferred from previous shareholders to the takeover artist.
The former top executive is then rewarded with a golden handshake for presiding over the fire sale that can sometimes be in the hundreds of millions of dollars for one or two years of work. This is nevertheless an excellent bargain for the takeover artist, who will tend to benefit from developing a reputation of being very generous to parting top executives.
Similar issues occur when a publicly held asset or non-profit organization undergoes privatization. Top executives often reap tremendous monetary benefits when a government owned or non-profit entity is sold to private hands. Just as in the example above, they can facilitate this process by making the entity appear to be in financial crisis. This perception can reduce the sale price to the profit of the purchaser and make non-profits and governments more likely to sell.
It can also contribute to a public perception that private entities are more efficiently run, reinforcing the political will to sell off public assets. In a sense, any government tax policy of allowing for deduction of interest expenses but not of dividends , has essentially provided a substantial subsidy to takeovers.
It can punish more-conservative or prudent management that does not allow their companies to leverage themselves into a high-risk position. High leverage will lead to high profits if circumstances go well but can lead to catastrophic failure if they do not. This can create substantial negative externalities for governments, employees, suppliers and other stakeholders. They happen only occasionally in Italy because larger shareholders typically controlling families often have special board voting privileges designed to keep them in control.
Tactics against hostile takeover[ edit ] There are quite a few tactics or techniques which can be used to deter a hostile takeover.