Buy Out or Hostile Takeover?
posted on
Mar 20, 2011 11:38PM
Keep in mind, the opinions on this site are for the most part speculation and are not necessarily the opinions of the company WITHOUT PREJUDICE
If we assume the value of the SLI Tesoro property to be cost prohibitive for most potential buyers, what prevents a company from trying a low offer, if no interest is forthcoming then why not try a Hostile Takeover?
The acquisition of one company by another without the consent of the target company's board of directors. Generally speaking, a hostile takeover involves the acquiring company buying stock directly from shareholders, sometimes by offering a particularly high price. The acquiring company may buy up to 5% of the target company without registering the move with the SEC.
Hostile takeovers definition per http://en.wikipedia.org/wiki/Takeover
A hostile takeover allows a suitor to take over a target company whose management is unwilling to agree to a merger or takeover. A takeover is considered "hostile" if the target company's board rejects the offer, but the bidder continues to pursue it, or the bidder makes the offer without informing the target company's board beforehand.
A hostile takeover can be conducted in several ways. A tender offer can be made where the acquiring company makes a public offer at a fixed price above the current market price. Tender offers in the United States are regulated by the Williams Act. An acquiring company can also engage in a proxy fight, whereby it tries to persuade enough shareholders, usually a simple majority, to replace the management with a new one which will approve the takeover. Another method involves quietly purchasing enough stock on the open market, known as a creeping tender offer, to effect a change in management. In all of these ways, management resists the acquisition but it is carried out anyway.
The main consequence of a bid being considered hostile is practical rather than legal. If the board of the target cooperates, the bidder can conduct extensive due diligence into the affairs of the target company, providing the bidder with a comprehensive analysis of the target company's finances. In contrast, a hostile bidder will only have more limited, publicly-available information about the target company available, rendering the bidder vulnerable to hidden risks regarding the target company's finances. An additional problem is that takeovers often require loans provided by banks in order service the offer, but banks are often less willing to back a hostile bidder because of the relative lack of information about the target available to them.
Of course this could lead to a bidding war which would be very exciting!!
HighRigger