Hostile Merger
A hostile merger is when one company attempts to take control of another company which is unwilling or uncooperative. It also known as a hostile takeover or a hostile takeover bid.
A hostile merger is usually accompanied by a significant premium being offered to the company’s shareholders by the company offering the merger. The hostile bidder will usually try to gain control of the targets board of directors in order to gain control of the company. The first step in a hostile merger is usually an offer of cash to the targets shareholders that is above the current market value of their stock.
In these situations, the target company may be unwilling to accept the offer from the hostile bidder and will often seek to find ways to prevent the bidder from gaining control. This can include increasing the number of shares available for sale and offering higher dividends than the hostile bidder has offered. The hostile bidder will then typically try to increase the premiums offered for the shares in order to gain a majority stake in the target.
In some cases, the hostile merger process can take a great deal of time and can be the subject of much resistance from the target company. The target company may seek to block access to the required documents, or try to convince creditors to vote against the merger in order to retain control of the company. The hostile bidder may also face regulatory roadblocks if they are trying to takeover a company in a different industry or with substantially different operations.
If the hostile takeover is successful, the targets shareholders will receive the payment as agreed to by the bidder and their shares will be removed from the public marketplace. The target company will either become a subsidiary of the bidder or it will enter into a joint venture. The target company may also be dissolved and the targets assets and liabilities will be transferred to the bidder.
The hostile merger process can be quite complicated and it pays to have an experienced financial advisor or advisor in corporate law on one’s team. It has been observed that in recent years there have been more hostile merger attempts compared to other kinds of merger attempts and as such, it is important for companies to closely analyze the potential impacts of a hostile merger and take decisive steps to protect its business interests.