Investing Answers Building and Protecting Your Wealth through Education Publisher of The Next Banks That Could Fail
Investing Answers Building and Protecting Your Wealth through Education Publisher of The Next Banks That Could Fail

Hostile Takeover Bid

What it is:

A hostile takeover bid is a type of acquisition or merger offer that is made against the wishes of the board (and usually management) of the target company.

How it works (Example):

In a hostile takeover bid situation, the target company's board of directors rejects the offer, but the bidder continues to pursue the acquisition.

A hostile bidder often makes its bid via a tender offer, which means that the bidder goes right to the shareholders (rather than to the board) and proposes to purchase the target company's stock at a fixed price above the current market price. Another method of hostile bidding is acquiring a majority interest in the stock of the company on the open market. If that is impossible or just too expensive, a bidder may initiate a proxy fight, which means that the bidder persuades enough shareholders to replace the management of the company with one that will approve the acquisition.
 

Why it Matters:

Most acquisitions and mergers occur in the business world by mutual agreement -- both sides agree that all of the shareholder's interests are served best by the transaction. In those instances, both sides have a chance to evaluate the costs and benefits, assets and liabilities, and proceed with full knowledge of the risks and returns.

However, when a hostile takeover bid arrives, because the management and board of the target company resist the acquisition, they usually do not share any information that is not already publicly available. As a result, the acquiring firm takes a risk and may unwittingly acquire debts or serious technical problems.

In addition, the loss of key managers and leadership within the company may cause a shake-up within the target company that may disrupt its operations and threaten its viability.