文档介绍：lecture 3 Part I Theories of Mergers and Tender Offers
Lecture 3
Part I
Theories of Mergers and Tender Offers
?2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston
Basic Concepts
Economies of scale — average costs decline over a broad range of output
Different from spreading fixed costs over a larger number of units
Mergers allow a anization of production processes so that plant scale may be increased to obtain economies of scale
?2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston
Economies of scope
Organization capital
Organization reputation
Human capital resources
Generic managerial capabilities
Industry-specific managerial capabilities
Nonmanagerial human capital
?2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston
Free-Rider Problem
Problem of diffused, small shareholders
Small shareholders may not expend resources monitoring management performance in a diffusely held corporation
Shareholders simply free-ride on monitoring efforts of other shareholders and share in any resulting performance improvements of the firm
?2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston
Free-rider problem in mergers
Small shareholders will not tender at any offer price below the higher expected price that should result from the merger
Individual decision to accept or reject tender offer does not affect ess of the offer
If offer eeds, they fully share in the improvement brought by takeover
?2001 Prentice Hall Takeovers, Restructuring, and Corporate Governance, 3/e Weston
Possible solutions to free-rider problem
Allow bidder to dilute value of nontendered shares of the target firm after takeover
Two-tier offer
Make some shareholders pivotal in the e of the bid
Tender offer from a large shareholder or an outsider who had secretly accumulated a large fraction of the equity
?2001 Prentice Hall Takeovers, Restructuring, and Corporat