摆脱不必要的收购企图的防守策略

摆脱不必要的收购企图的防守策略
Defensive strategies to fight off unwanted takeover attempts

保罗伯恩斯（2007）表示，并购是经常使用的企业家是实现快速增长的工具，也可以作为一个捷径多样化。卡夫提出的历史悠久的英国糖果吉百利组谁使牛奶巧克力和巧克力伯恩维尔9月7日，2009年几个投标卡夫和吉百利成功卫冕后10.2十亿£收购报价，吉百利在成为卡夫食品的一部分，最终2010年2月2日12十亿£。 （Weardon：2010）

这篇文章将描述什么类型的防守策略可以收到收购目标公司。它将特定的解释一些防御战略,吉百利用来对抗卡夫。

防守策略

如今,经理想出了很多防守策略来摆脱不必要的收购企图。

绿票讹诈,或大幅溢价回购投标人的股票的市场价格条件的投标人暂停他或她的申请;

创建交错董事会条款和超级多数规则,可以防止投标人接管公司,即使他或她积累超过目标公司50%的股份;

引入毒丸,提供有价值的目标股东权利选择不温柔的股票;

游说反对收购的立法。

P. S. Sudarsanam(1955)说最好的防守是做好准备。永恒的警惕价格确实是独立的公司这是一个可能的收购目标。然而,最周密的战略防御计划可能会出错,公司拥有成为一个目标,需要战场战术计划。他还指出可以因此防守策略划分为预付费和post-offer类别。每一个类别的国防包含了大量的武器。

Paul Burns (2007) said Mergers and acquisitions are frequently used by entrepreneurs as a tool for achieving rapid growth and also as a short-cut to diversification. Kraft made a ￡10.2 billion takeover offer for the long-established British confectionery group Cadbury who makes Dairy Milk and Bourneville chocolate on September 7, 2009. After several bids by Kraft and successful defences by Cadbury, Cadbury became part of Kraft Foods finally on the February 2, 2010 by ￡12 billion. (Weardon: 2010)

This essay will describe what types of defensive strategies available to target companies when it receives a takeover offer. It will particular explain some defensive strategies that Cadbury used to fight against Kraft.

防守策略——Defensive Strategies

Nowadays, managers have come up with a number of defensive strategies to fight off unwanted takeover attempts. They are (Hiller, Grinblatt and Titman, 2008: p.744):

Paying greenmail, or buying back the bidder's stock at a substantial premium over its market price on condition that the bidder suspend his or her bid;

Creating staggered board terms and supermajority rules, which can keep a bidder from taking over the firm even if he or she accumulates more than 50 per cent of the target firm's shares;

Introducing poison pills, which provide valuable rights to target shareholders who choose not to tender their shares;

Lobbying for antitakeover legislation.

P. S. Sudarsanam (1955) said the best form of defence is being prepared. Eternal vigilance is indeed the price of independence for a company which is a probable takeover target. However, the best-laid strategic defensive plans might go awry and the company, having become a target, needs battlefield tactical plans. He also pointed out one can thus divide defensive strategies into pre-paid and post-offer categories. Each of these categories of defence encompasses an extensive range of weapons.

The best defence available to a firm is to ensure that there are efficient operations and strategies deliver cost, high profit margins and high earnings per share If a hostile bid is driven by the desire to create shareholder value. (Sudarsanam, 1995)

The firm must take part in a consistent programme of educating the shareholders, analysts and media that its policies are really value enhancing. There the company experiences setbacks because of the economic cycle or the restructuring it has undertaken, it must make a credible case to the analysts and investing institutions that the setbacks are indeed temporary. The company needs to keep a close watch on unusual share price movements or share purchases to see whether any potential shareholders are building up to accept the bid. (Sudarsanam, 1995)

In the UK, under the Code, the offer period is in most case limited to 60 days from the posting of the offer document by the bidder, adding urgency to the target's tactics. Additional, rule 21 of the Code imposes upon the target management the obligation to get approval of their shareholders for any frustrating action, which is defined widely to include the following: (Sudarsanam, 1995: p.200)

Issue of shares, or options or securities convertible into shares.

Disposal or acquisition of assets of a material amount-normally 10 per cent of the target's assts.

Contracts made except in the ordinary course of business.

Golden parachutes arranged at the onset of a bid or when it is imminent.

Despite the above constraints, a range of tactics are still available in contested bids. (Sudarsanam, 1995: p.201)

Defence

Description and purpose

First response and pre-emption letter

Attack bid logic and price; advise target shareholders not to accept.

Defence document

Praise own performance and prospects; deride bid price and logic, form of finance and predator's track record.

Profit report/forecast

Report or forecast improved profits for past/current year to make offer look cheap.

Promise higher future dividends

Increase returns to shareholders; weaken predator's promise of superior returns.

Asset revaluation

Revalue properties, intangibles and brands; show bid undervalues target.

Share support campaign

Look for white knight or white squire; enlist own employee pension fund or employee share ownership plan; attempt to block control.

Regulatory appeal

Lobby antitrust/regulatory authorities to block bid.

诉讼——Litigation

To enforce antitrust rules or force disclosure of nominee shareholders.

采集和撤资——Acquisition and divestment

Buy a business to make target bigger or incompatible with bidder; sell 'crown jewels'; organise a management buyout; bid cost higher and bidder strategy thrown into disarray.

Unions/workforce

Enlist to lobby antitrust authorities or politicians and to attack bidder's plans for target.

Customers/suppliers

Enlist to lobby antitrust authorities or to show relations with them will be jeopardised if predator wins.

Red herring

Attack predator on peripheral matters.

广告——Advertisement

Media campaign to discredit bid.

Other than Rule 21 of the Code, there are also rules of the Code are relevant to target's defensive strategy. Rule 19 requires that each document issued to shareholders must satisfy the highest standard of accuracy, and that the information contained must be adequately and fairly presented. Advertisements must in most cases be cleared by the Panel and must avoid arguments and invective. (Sudarsanam, 1995)

Profit forecasts
required by Rule 28 to be complied with scrupulous care, and the target's financial adviser and accountant must ensure that they are so prepared. The reporting accountant's consent to the forecast must accompany it. The panel monitors these forecasts long after end of the bid, to see whether there was any deliberate distortion of the forecasts in the light of information available at the time the forecasts were made. Similarly, under Rule 29, asset valuations must be supported by an independent valuer. (Sudarsanam, 1995)

Defensive Strategies used by Cadbury

On September 7, 2009, Kraft made a ￡10.2 billion takeover offer for Cadbury. What Cadbury did was attack the bid price ('First response and pre-emption letter' described by Sudarsanam), as Roger Carr, chairman of Cadbury, said: "Kraft is trying to buy Cadbury on the cheap to provide much needed growth to their unattractive low-growth conglomerate business model. Don't let Kraft steal your company with its derisory offer" (Leroux: 2009). And this strategy was continuous used by Cadbury in the following bids. Cadbury also advised target shareholders not to accept the offer. 'Cadbury described the bid as hostile and told its shareholders that Kraft needs to be stopped from stealing the company with its offer' (Weldon: 2010).

Roger Carr also said: "Kraft's offer is very significantly below all comparable transactions in the sector; applying any of the comparable multiples would imply a price per share far above Kraft's offer. Over half the offer consideration is in the form of Kraft shares, exposing our shareholders to Kraft's low growth conglomerate business model, its long history of under-performance and its track record of missed targets." (Associated Press, 2009). It was 'Red herring' strategy, exposed the performance and its business that Kraft always did, to attack predator on peripheral matters.

Then Cadbury reported the profits of past year and forecasted improved profits for current and future year to make offer look cheap ('Profit report/forecast' strategy explained by Sudarsanam). When Kraft offer the price, Cadbury's maker of Dairy Milk chocolate and Dentyne gum, said it expected to report a 5 percent growth in business revenue for 2009 or 11 percent higher on an actual currency basis. It said it had improved its trading margin by 1.55 percentage points to 13.5 percent (Associated Press: 2009). 'Cadbury has a few long-term targets that it would like to meet such as growing sales by 5-7 percent over the next four years as well as increasing margins to 16-18 percent by 2013' (Weldon: 2010).