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ABSTRACTThis paper develops a contingent claims analysis, a simple decision model for determining the optimal price in a cash tender offer. The implied behavior of the optimal tender offer premium over the market price of the target common stock is also investigated. Those readers interested in applying the model may obtain an interactive computer program written in FORTRAN and implementable on a personal computer from the authors on request.

AbstractBy modeling tender offers as auctions in which bidders arrive sequentially, I show that the first bidder includes a high premium in its opening bid in an attempt to freeze out potential competitors. When expected competition goes up, the premium offered increases as does target shareholder welfare, while bidders suffer. Also, total synergy gains generated increase with competition. Including a premium in the opening bid remains optimal for the first bidder when target management is permitted to resist. Target management's ability to resist, though, benefits target shareholders even when resistance is not actually observed. When agency costs are introduced, the effect of managerial resistance on target shareholder welfare becomes ambiguous.

This paper examines insider trading operations and the transmission of information to markets, during the merger and firm acquisition process, that followed the deregulation and restructuring of the Spanish electrical sector, who began in 1993 and is still under way in many countries of the European Union (Green Paper, 2001). In particular, we will study the events surrounding the 1996 acquisition of FECSA and Sevillana de Electricidad, two of the Spanish biggest electricity suppliers and distributors, by ENDESA, a formerly state owned company and the nation's largest power supplier We use public trading records around the announcement date of the event to track abnormal returns, market volumes and spreads and to isolate individual transaction records by broker, from the flow of background trading, permitting the analysis of the market 's reaction to the onset of informed trading. Because the insider information was not revealed to other market participants until the event, and even rumors of the acquisition were publicly and officially denied, this case presents a unique laboratory for studying the dissemination and incorporation of private inside information into market prices. Unlike earlier studies that make use of daily transactions and concentrates on how informed trading affects stock prices, this paper also analyzes individual insider purchases within the trading day. We examine excess returns on the days of illegal insider trading and how this trading is conducted in terms of average trade volume, frequency of transactions, average spread and brokerage firm. The findings reported in the paper shed some light in the process by which the market incorporates and infers information from insider trading in a case of industry restructuring. The relationship between insiders' purchases can be documented on a day-by-day basis, by trade, firm and broker, but we can't go beyond that information (i.e., naming the insiders) except in the few cases where a preliminary penalty file was opened and concluded, by the CNMV. Nevertheless, our results have a number of implications for models of market microstructure, as the reaction of prices to insider operations prior to the announcement day, the way insiders operate on average, with large and frequent limit and market orders and quick sales after the run-ups.

AbstractWe examine financial analysts' earnings revisions after self‐tender offers. Consistent with the assertions of earlier studies that self‐tender offers signal future performance, financial analysts significantly increase their forecasts of earnings for firms that announce self‐tender offers. However, the revisions differ based on the method chosen to repurchase shares. For Dutch auction offers, analysts significantly revise their estimates of short‐term earnings only. For fixed‐price tender offers, analysts increase both short‐term and long‐term earnings estimates. Also, long‐term earnings revisions are significantly related to announcement‐period abnormal returns for fixed‐price tender offers, which suggests that fixed‐price self‐tender offers convey more positive information about future earnings than do Dutch auction offers.

This paper reviews the arguments concerning the role of hostile tender offers in today's corporate world. Some observers suggest that "corporate raiders" do not pay shareholders a fair price for their holdings and that they disrupt firms' day‐to‐day operations. Others point to the significant premiums paid to shareholders in tender offers, and they suggest that raiders play an important role in forcing changes in corporations. The paper also presents the authors' views on the viability of proposed regulations in the corporate control area.

This study analyzes the effectiveness of the Market Abuse Directive (MAD) in reducing possible profits from insider trading during voluntary tender offers with the purpose of delisting initiated by controlling shareholders. Exploiting the quasi-experimental setting provided by the introduction of the MAD, our event-study analysis on the Italian market suggests that the new regulation did not produce appreciable effects on the magnitude of abnormal returns and volumes noted before the announcement of a tender offer. Multivariate econometric analyses based on regression and matching methods confirm this result. However, poolability tests reveal that the MAD has changed the manner in which corporate characteristics influence the capacity of insiders to make profit. We interpret our results considering the choice problem of the optimal amount of insider trading, when comparing the marginal costs and benefits of the illegal activity.

AbstractWe investigate differences in purchase premiums and returns of common stock the day following the offer expiration of firms conducting Dutch auction self‐tender offers versus those conducting fixed‐price self‐tender offers to see whether firms overpay for shares in fixed‐price offers. After controlling for the proportion of shares sought and firm size, no statistically significant differences in premiums or returns are found between the two types of offers.