Targeting Target Shareholders

Abstract

We integrate heterogeneity and uncertainty in investor valuations into a model of takeovers. Investors have dispersed valuations, holding shares in firms they value more highly, and a successful offer must win approval from the median target shareholder. We derive the consequences for an acquiring firm's takeover offer -- its size and cash/equity structure -- and implications for takeover premia and firm returns. Cash offers are best for the acquirer when the acquirer's own valuation exceeds the median target shareholder's. Equity offers are best given the reverse. The acquirer's share price always rises following cash acquisitions, but can fall following equity offers. The combined target-acquirer return is always higher after cash acquisitions than equity acquisitions (which can be negative). We characterize how synergies and uncertainty about target shareholder valuations affect the optimal offer and probability a takeover succeeds.

Keywords: takeovers, acquisitions, shareholder heterogeneity

JEL Classification: G34