HOSTILITY IN TAKEOVERS: IN THE EYES OF THE BEHOLDER?

HOSTILITY IN TAKEOVERS: IN THE EYES OF THE BEHOLDER?

April 1999 | G. William Schwert
This paper examines whether hostile takeovers can be distinguished from friendly ones based on accounting and stock performance data. It explores the distinction between hostile and friendly takeovers, where gains from hostile takeovers are often attributed to replacing inefficient management, while gains from friendly ones are attributed to strategic synergies. However, hostility may reflect a perceptual distinction based on public disclosure patterns. Empirical tests show that most deals labeled as hostile in the press are not economically distinguishable from friendly ones, and that negotiations are publicized earlier in hostile transactions. The paper analyzes 2,346 takeover offers from 1975-96, using four measures of hostility: WSJ/DJNR, SDC, unsolicited offers, and pre-bid events. It finds that while these measures are positively associated, they are not highly correlated. The results suggest that the distinction between hostile and friendly offers is largely a reflection of negotiation strategy rather than economic differences. The paper also examines the time series behavior of hostile offers, showing that the proportion of hostile deals varied over time, with higher rates in certain periods. It finds that hostile offers are more likely to result in lower success rates, lower stock price performance, and lower takeover premiums. However, the evidence is mixed, with some measures of hostility showing no significant differences in outcomes. The paper also explores the accounting performance of target firms, finding that larger firms are more likely to be targets of hostile offers. It finds that targets with lower debt/equity ratios and higher market/book ratios are more likely to be successfully taken over. However, the relationship between these variables and hostile offers is not consistent across all measures of hostility. The paper concludes that the distinction between hostile and friendly takeovers is largely a reflection of negotiation strategy rather than economic differences. The results suggest that the perception of hostility is influenced by public disclosure patterns and the nature of the negotiation process. The findings have implications for understanding the role of hostility in takeover transactions and the factors that influence their outcomes.This paper examines whether hostile takeovers can be distinguished from friendly ones based on accounting and stock performance data. It explores the distinction between hostile and friendly takeovers, where gains from hostile takeovers are often attributed to replacing inefficient management, while gains from friendly ones are attributed to strategic synergies. However, hostility may reflect a perceptual distinction based on public disclosure patterns. Empirical tests show that most deals labeled as hostile in the press are not economically distinguishable from friendly ones, and that negotiations are publicized earlier in hostile transactions. The paper analyzes 2,346 takeover offers from 1975-96, using four measures of hostility: WSJ/DJNR, SDC, unsolicited offers, and pre-bid events. It finds that while these measures are positively associated, they are not highly correlated. The results suggest that the distinction between hostile and friendly offers is largely a reflection of negotiation strategy rather than economic differences. The paper also examines the time series behavior of hostile offers, showing that the proportion of hostile deals varied over time, with higher rates in certain periods. It finds that hostile offers are more likely to result in lower success rates, lower stock price performance, and lower takeover premiums. However, the evidence is mixed, with some measures of hostility showing no significant differences in outcomes. The paper also explores the accounting performance of target firms, finding that larger firms are more likely to be targets of hostile offers. It finds that targets with lower debt/equity ratios and higher market/book ratios are more likely to be successfully taken over. However, the relationship between these variables and hostile offers is not consistent across all measures of hostility. The paper concludes that the distinction between hostile and friendly takeovers is largely a reflection of negotiation strategy rather than economic differences. The results suggest that the perception of hostility is influenced by public disclosure patterns and the nature of the negotiation process. The findings have implications for understanding the role of hostility in takeover transactions and the factors that influence their outcomes.
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