Basics of Financial Investing – Part 8

Takeovers and Risk Arbitrage

Bankruptcy investors seek to take advantage of the opportunities created by what they believe to be too much pessimism in the corner of the marketplace where they operate. Other types of investors rely on the market’s optimism. One such specialized area of investing called risk arbitrage involves trading in the securities of firms that are the targets of takeover offers. Risk arbitragers take positions in the stocks of firms that are potential or actual takeover targets. They may also trade in the stocks of the would-be-acquires. Buying and selling stocks of companies involved in takeover attempts can be quite profitable but does involve significant risk. As always, you should be selective.

The stocks of actual and potential takeover targets are often attractive investments

A company seeking to acquire another company usually does so by making an offer for the target company’s stock. That offer price is almost always substantially above the stock’s current market level. Such a premium price is needed in order to entice the existing shareholders to accept the offer. If the current shareholders had wanted to sell their holdings at pre-offer levels, they would already be out of the stock. Typically a premium of 20 to 30 percent or so above the pre-offer market price of the target company’s stock is sufficient to capture the existing shareholders’ attention. If you happen to buy stock in a company just before it becomes a takeover target, you may soon be able to liquidate your position at a very attractive short-term gain. If you have held the position for a longer time, you may or may not (depending upon what you paid for it) be able to sell out at a profit. The offer will, however, at least be above what had been the pre-offer market price.

Sometimes you will find that a stock that you own is subject to a takeover offer. You happen to be in the right place at the right time. You may have identified this stock as a takeover candidate through your superior investment selection skills. Often, however, you are just lucky. Identifying companies that are likely to be subject to takeover offers is difficult. If you receive advanced nonpublic warnings of such offers, you cannot legally trade on that information. If you trade anyway, you are guilty of insider trading. You could end up in prison. Investing involves risks, but that is one risk that you certainly don’t want to take.

Various characteristics of the potential target firm may help you identify likely takeover candidates

The legal way to try to profit from takeovers before they are announced begins with an attempt to identify the targets from publicly available information. Then, you would take a position in those firms that look likely to attract a takeover offer and wait for the offer to emerge. Successfully predicting which firms will receive takeover offers is not an easy thing to do. Nonetheless, some general guidelines can be noted. Companies are more likely to be takeover candidates if they:

  • Hold a lot of cash
  • Have a strongly positive cash flow
  • Operate in industries experiencing prior takeover activity
  • Have large (e.g., founding) stockholders with a reason to sell
  • Are asset-rich with holdings that can easily be sold at attractive prices
  • Have managers who are buying and holding stock in their employer
  • Have been the subject of prior takeover attempts
  • Have relatively little debt but considerable capacity to take on additional debt

Most of these criteria describe characteristics of firms that acquirers would like to own. Note, however, that many companies that appear to be attractive as takeover candidates nonetheless remain independent. Others may be taken over eventually but not until much time has passed. Sometimes a firm is rumored to be a takeover target, causing its price to be bid up. Once the market realizes that a takeover offer is not imminent, the firm’s stock price is likely to drop. Often the price of the erstwhile target declines back to the stock’s prior (pre-akeover rumor) level. Clearly, betting on potential takeovers is an uncertain process. You should not take a position in a company just because you think it is a potential takeover candidate. Only buy the stock of a takeover prospect if you like the firm’s potential as a stand-alone company. If it receives a takeover offer, that is icing on the cake. If not, you still have ended up owning a stock whose prospects you find attractive.

Risk arbitrage, while practiced by large, sophisticated investors, can also be undertaken by smaller investors. Such activity can be quite profitable

Risk arbitrage is a trading strategy designed to take advantage of the gap between the value of a takeover offer and the market price of the target. When a would-be acquirer offers to purchase a target company (almost always at a premium price relative to the pre-offer market price level), the market price of the target generally moves up. Immediately after the offer is announced, the target stock’s price generally moves above its previous price range but remains below the value of the consideration offered by the would-be acquirer. If, for example, the would-be acquirer offers $30 for a stock that had been trading at $24 (a 25% premium), the target stock’s price might initially increase to $27. The market price typically remains some distance below the offer level at the time of the announcement largely because of uncertainty over whether the takeover attempt will succeed. This discount ($30-$27=$3, or 10% of the $30 offer price) presents the risk arbitrager with an opportunity to profit from the disparity. Assuming the takeover ultimately occurs as planned, the profit potential is substantial. The danger of risk arbitrage investing arises largely from the possibility that the proposed deal will collapse. If the offer is withdrawn or successfully rebuffed by the target’s management, the target’s stock price may fall back to about its pre-offer level. In the above example, the risk arbitrager would earn a profit of $3 per share if the deal went through, but could lose $3 ($27 - $24 = $3) if the takeover effort failed.

Sometimes another bidder enters the picture and offers a still higher amount for the target. A bidding war may ensue. The original bidder may raise its offer to top that of the new bidder. The risk arbitrager may do very well when a bidding war erupts, even if the original bidder loses out. At other times, the takeover attempt fails because the target company’s management successfully fights off the potential acquirer. In still other cases the party making the offer undertakes extensive due diligence and then decides to withdraw the offer. When an offer fails or is withdrawn for whatever reason, the target stock’s price often falls back, causing the risk arbitrager to incur losses on the transaction.

Sometimes a takeover offer is followed by a rise in the price of the target’s shares that takes the price above the offer level. Such a price move is almost always an indication that the market expects a higher offer to emerge. This expectation will be confirmed either when a new offer does emerge, or be proven wrong when no such offer appears. Uncertainty over whose offer may succeed compounds the difficulty of hedging the position. You don’t want to end up with a short position in the would-be acquirer’s stock if the bidder’s offer is rejected. The would-be acquirer’s stock price tends to drop when the takeover offer is announced and rise if the offer is withdrawn.

Understand the structure of the three types of takeover offers; each requires a different risk arbitrage strategy

Takeover offers are generally made in one of three ways. In the simplest type of offer, the would-be acquirer proposes to pay a specific amount of cash for each target share. With such a cash offer, you can easily calculate the profit potential. If $25 a share is offered and the target company’s stock is trading for $22, the potential gain is $3 a share (less commissions, plus any dividends to be paid by the target). If the merger takes six months to complete, a $3 gain on a $22 investment works out to an annualized return of about 27 percent. An annualized return of 27 percent is about three times the average annual return on the market.

The second type of offer involves a fixed ratio exchange of shares (a stock offer). The bidder offers to pay for the target shares with shares of the acquirer’s own company. Thus the company making the offer will use its own shares as takeover currency. These additional shares will be issued at the time of the exchange, thereby increasing the total number of acquirer shares outstanding. Increasing the number of shares outstanding dilutes the ownership positions of the pre-merger shareholders. In other words, the target shareholders are offered part of the acquirer’s company in exchange for their shares in the target. Of course, the acquisition will increase the size of the company. As a result, the pre-acquisition shareholders will own a smaller share of a larger company. For the acquiring company’s shareholders to gain from the transaction, the total market value of the combined company must rise by more than the increase in the number of shares outstanding. In other words, the acquirer’s shareholders will benefit if the post-acquisition stock price rises above the pre-offer level.

Suppose the would-be acquirer offers 0.5 of its shares for every share of the target. If the acquirer’s stock is trading at $60 a share, half a share of stock is worth $30. If the target stock sells at $25, the offer represents a potential $5 gain on a share of target stock. But the target stock will be exchanged for acquirer stock only if and when the merger is consummated. The acquirer stock that sold for $60 when the offer was extended could be trading at a rather different price level when the actual exchange of shares occurs. Consider the impact of the acquirer’s stock declining to $50 by the time of the exchange. At that level, the value of the target’s consideration (half of an acquirer share) would fall to $25, wiping out any profit for one who paid $25 for the stock. If you had bought the target’s stock at $25 and the acquirer’s stock price falls even lower, you would lose money. That is, you would lose money on the transaction unless you had hedged your position. Read on.

Risk arbitragers generally prefer to take a position in the transaction around the time that the offer is announced (when the spread between the target stock price and offered consideration tends to be wide) and then liquidate their position around the time of the exchange (when the spread has been eliminated). In other words, they would like to extract their profits and move on to other investment opportunities as quickly as they can. But can they be sure of earning a profit even if the merger takes place at the announced terms? Clearly, risk arbitragers don’t know, at the time of the offer, what the price of the would-be acquirer’s stock will be at the time that the target shares are to be exchanged for acquirer shares. If the risk arbitrager just buys the target stock and waits for the exchange, his or her projected profits could decline and perhaps disappear, with a fall in the acquirer’s stock price. To deal with this type of exposure, risk arbitragers usually seek to hedge their positions. They do so by implementing an offsetting short sale of the acquirer’s stock. Typically, they sell the acquirer’s shares short in the same ratio to the target shares as the ratio embedded in the exchange offer. In the above example, the fully hedged position would reflect the sale of one share of the acquirer’s stock short for every two shares of the target’s stock purchased. This hedging strategy is designed to lock in a gain on the transaction. As long as the merger takes place at the announced terms, the gross (ignoring commissions, etc.) gain will equal the difference between what was paid for target shares and the proceeds of the acquirer share’s short sale. In the above example, you could sell 100 shares of the acquirer’s stock short at 60 and receive $6,000. You could simultaneously purchase 200 target shares at 25 for $5,000. If and when the target stock is exchanged for acquirer shares, the number of just-received acquirer shares will be exactly enough to cover (offset) the short position. The risk arbitrager would come out ahead by $1,000 ($6,000 - $5,000) regardless of what happened to the acquirer’s stock price. If the initial transaction involved 200 acquirer shares and 400 target shares, the profit would be $2,000. The potential gain would rise proportionally with the size of the initial position. Commissions and financing costs would reduce the gains somewhat.

The third type of takeover offer also uses the acquirers’ stock as takeover currency, but the exchange ratio is not fixed at the time the offer is announced. So-called collar offers involve an exchange ratio of acquirer-for-target shares that is determined by a formula. Rather than being fixed at the time of the offer, the exchange ratio in a collar offer is a function of the price of the acquirer’s shares at or about the time the deal closes. The price applied to the formula is usually an average of the closing prices over some time period (e.g., the last ten trading days) preceding a predetermined date. The typical collar offer includes a maximum and minimum ratio and an equation that varies the exchange ratio inversely with the market price of the acquirer’s shares. As a result, the value of the consideration offered to the target shareholders tends (compared to a fixed exchange rate offer) to be more nearly stable as the price of the acquirer’s stock price fluctuates. If the acquirer’s stock price declines (increases), the increase (decline) in the ratio will tend to offset the impact on the value of the consideration. Often the formula will have a range over which the ratio is unchanged. For example, a collar offer could be structured so that the exchange ratio is one-to-one if the acquirer’s stock price is between $50 and $55 on the predetermined date. If the price falls below $50, the ratio increases, and if the price for the acquirer’s stock rises above $55, the ratio decreases.

Three Types of Takeover Offers

Cash Offer: Target shareholders are offered a specified amount of cash for their stock.

Stock Offer: Target shareholders are offered a specified ratio of acquirer shares for their stock.

Collar Offer: Target shareholders are offered a variable amount to acquirer shares for their stock. The actual exchange ratio is determined by a formula that is a function of the average price of the acquirer’s shares over a pre-specified period of time prior to the merger’s consummation.

Risk arbitrage hedging with collar offers is more tricky than for offers where the exchange ratio is fixed. With a collar offer you don’t know what the actual exchange ratio will be until the deal is finalized and the ratio is set. So you won’t know the exact ratio to use in setting up your hedge. You will, however, know the exact structure of formula that is to be used to determine the ratio. You will also know the acquirer’s current stock price as of the time the offer is announced. Thus you will know how the formula would be applied to determine the ratio if the acquirer’s stock price stays at the current level. But, of course, stock prices fluctuate. The acquirer’s stock price is very likely to be at a different level (from the current level) when the formula is applied. Thus you will not know what the actual ratio will be until the formula is applied and the ratio is set. You will, therefore, not know exactly how much acquirer stock to sell short in order to set up a complete hedge until the game is virtually over. The spread between the target’s stock price and the value of the consideration offered tends to narrow as time passes and uncertainty over the deal’s likelihood of completion declines. Risk arbitragers prefer to set up their positions early in an effort to capture the maximum amount of spread.

Several approaches might be employed to determine the exchange ratio to use in constructing a hedge for a collar offer. They all incur some risk of leaving the investor either over or underhedged:

  • Use the current acquirer stock price to compute the expected exchange ratio
  • Use the minimum ratio value in the formula
  • Adjust your hedge as the acquirer’s stock price fluctuates

Utilizing the acquirer’s current stock price to estimate and forecast the ratio (plugging the current stock price into the formula) has the obvious disadvantage of not necessarily reflecting the actual stock price to be used with the formula at the point when it is actually applied. If the acquirer’s stock price rises, the ratio will fall, and the risk arbitrager will have sold too many of the acquirer’s shares short. Being short too many shares of a stock whose price has risen will reduce the risk arbitragers’ profits. A large rise in the acquirer’s stock price could turn what appeared to be a profitable initial position into a loss. This risk should not be overemphasized, however. Usually the acquirer’s stock price does not rise, or does not rise much, when a takeover is under way. Still, the risk arbitrager would prefer to avoid or at least limit this exposure.

A strategy of adjusting the ratio of long-to-short positions as the price of the acquirer’s stock fluctuates has its own problems. If, after the hedge is established, the acquirer’s stock price rises, the risk arbitrager would act to reduce the number of shares sold short. If the price falls, the short position would need to be increased. A fluctuating price level for the acquirer’s stock (that both rises and falls over the merger attempt period) could result in a great deal of trading and associated transaction costs. Moreover, adjusting your hedge over time may put you into the appropriate ratio by the end of the merger period, but you will not be sure of the size of your gain (or even if you will have a gain).

The simplest and perhaps most attractive approach for undertaking risk arbitrage on collar offers is to base the hedge on the minimum value for the ratio. With this strategy, the risk arbitrager would sell the acquirer shares short in the ratio that would be called for if the minimum value of the exchange ratio applies. If you set up your hedge with a low value for the ratio and then the acquirer’s stock price falls, causing the ratio to rise, your profits will increase. Thus the risk that you are exposed to is the risk that your profit will be greater than expected. Clearly, that type of risk is advantageous to the investor. So, just as long as the takeover is successful, all of the profit variability is on the upside. Setting up a hedge based on the minimum exchange ratio will result in your receiving at least as many and perhaps more of the acquirer’s shares as you need to cover your short position. Any extra shares that result from the exchange ratio being above the minimum can be sold for additional cash and thereby add to your profit. If your position shows a profit at the lowest ratio value, your profit will only increase if the ratio turns out to be higher. That is not a bad result at all. So if you can structure a risk arbitrage position that is profitable at the minimum exchange ratio, all of the variability in profits from a change in the ratio is on the upside. The following box illustrates how a collar offer might be structured.

A Hypothetical Collar Offer

Formula: E = 0.7 + V

For A between 25 and 30, V = 0

For A below 20, E = 0.8

For A less than 25, V = .02 (25A)

For A above 30 V = .02 (30A)

For A above 35 E = 0.6


E = Exchange ratio of acquirer shares per target share

A = Acquirer average closing price for the ten days prior to the consummation date

Maximum V = 0.8 (A below 20)

Minimum V = 0.6 (A above 35)

Suppose A = 23

E = 0.7 + 0.02(2) = 0.74

Value of offer = .7423 = 17.02

Now suppose A = 32

E = 0.70.02(2) = .66

Value of offer = .6632 = 21.12

In words, the hypothetical formula outlined above begins with a base ratio of 0.7 acquirer shares for each target share. That ratio applies as long as the acquirer’s average stock price over the pricing period is between 25 and 30. If the acquirer’s average stock price falls below 20 (rises above 35), the exchange ratio is set at 0.8 (0.6). Between 20 and 25 the ratio varies from 0.8 and 0.7, and between 30 and 35 the ratio varies between 0.7 and 0.6.

Consider an example based on the formula in the preceding formula. At the time that the offer is announced, the acquirer’s stock is priced at 27 and the target at 16. The would-be acquirer is offering between 0.6 and 0.8 of its own shares for every share of the target. If you used the then-current price to calculate the ratio, you would sell 0.7 shares of the acquirer for each share of the target. If the acquirer’s stock price remained in the range between 25 and 30 at the offer’s expiration, the ratio of 0.7 would apply. Under that scenario your result would be as follows: For every one share of the target you purchase for $16, you would sell 0.7 shares of the acquirer short, thereby receiving $18.9 (0.727) from the short sale. If the ratio turned out to be 0.7, your position would show a gain of $2.9 per share of target stock purchased. Undertake this transaction for a thousand target shares and your corresponding projected gain becomes $2,900. Using this ratio to establish the hedging position exposes the arbitrager to the possibility that the acquirer’s stock price could rise above 30 at the point where the formula was applied. If that happened, the final ratio would be lower than 0.7. You would have sold more shares short than you would receive in the exchange. If, for example the acquirer’s stock price rose to 35, the exchange ratio would fall to 0.6 and you would be short 0.1 acquirer share too much for every target share that you hedged. To cover that short you would have to buy acquirer shares at $35 for a cost of $3.5 per target share hedged (0.1$35 = $3.5). That would more than wipe out your projected profit of $2.7 per target share. If, in contrast, you sold only 0.6 acquirer shares short for each target share bought (the minimum ratio value), you would be sure of receiving at least as many shares in the exchange as were required to cover your short position. With this strategy, you would be assured of receiving 0.6 shares of the acquirer to replace those that you sold short at 27, for a total value of $16.2 per target share purchased. You bought the target shares for $16, so you begin with a minimum profit of $0.2 per share (or $200 on a thousand shares). If the acquirer shares are trading at 27 when the formula is applied, you receive an additional 0.1 share of the acquirer’s stock for each target share exchanged. You would be able to sell this 0.1 share for $2.7. Under this scenario you would earn the same profit as if you had initially sold the full 0.7 shares short ($0.2 + $2.7 = $2.9 per share). Suppose, however, that the stock price falls to 20. Under this scenario the ratio becomes:

0.7 + .02 (2520) = E

0.7 + .02 (5) = E

0.7 + .1 = 0.8

Now you are paid 0.8 shares of the acquirer’s stock, but you are short only 0.6. The extra 0.2 shares can be sold for (0.2)(20) = $4 each. As a result your profit rose to $4.2 per target share (or $4,200 on a thousand shares). Thus we see that with this minimum ratio hedging strategy, all the price fluctuation risk is on the upside.

Hypothetical Collar Offer Results

Acquire Stock Price @ time of offer 27

Target Stock Price @ time of offer 16

Exchange ratio if current acquirer stock price is also the price when the formula is applied: 0.7

Buy one target share @ 16

Short 0.7 acquirer shares @ 27 0.727 = 18.9

Gain 18.916 = 2.9

Minimum Exchange Ratio = 0.6

Buy one target share @ 16

Short 0.7 acquirer share @ 27

.627 = 16.2

Minimum Gain (per share) 16.216 = 0.2

Additional Gain if acquirer stock is 27 when formula applied: Ratio is 0.7.

Derive additional 0.1 shares of acquirer (0.70.6 = 0.1)

0.127 = 2.7

Additional Gain if acquirer stock is 20 when the formula is applied:

Ratio rises to 0.8;

Receive additional 0.2 shares

(0.80.6 = 0.2)

0.220 = 4.0

Additional gain (per share) = $4 per target share

The likelihood of takeover success can be forecast with better-than-random accuracy

Setting up the hedge for fixed and collar exchange offers involves some expertise and some difficulty. The largest risk component for a risk arbitrage strategy, however, arises from uncertainty over whether or not the takeover offer will be accepted and result in a merger with the would-be acquirer. If the offer fails, the target stock’s price usually falls and the acquirer’s stock price frequently rises. Thus a long-target, short-acquirer hedge will typically show significant losses if the takeover offer is unsuccessful. Accordingly, an important determinant of risk arbitrage success is the investor’s ability to identify which offers will succeed and which will not.

About 90 percent of announced takeover offers succeed. The losses for risk arbitragers are almost exclusively concentrated in the 10 percent that do not succeed. The losses on those failed takeover offers, however, tend to be large compared to the gains on the offers that result in a merger. Avoiding or at least minimizing these losses is clearly important to the risk arbitragers.

Certain characteristics influence whether or not a takeover offer will succeed. One factor that has a major impact on the probability of success in the takeover attempt is the reaction of the target’s senior managers and board of directors. In offers where the board and managers of the target support the offer and recommend that the shareholders approve, such friendly takeover offers are generally the result of direct negotiations between the two sets of managers. They are much more likely to succeed than (hostile) bids, where the target’s managers and directors resist the offer. According to one recent study, about 90 percent of takeover offers are friendly, and 94 percent of these are successful. Of the 10 percent of takeover offers that are hostile, only about 31 percent are successful. Clearly, betting on a friendly merger to take place is much safer than betting on a takeover attempt that is not supported by the target or its management. On the other hand, hostile takeovers are likely to have the most attractive (largest) spreads. Moreover, the target in a hostile takeover attempt often takes value-enhancing measures that cause its stock price to rise even if the takeover effort fails.

A second factor likely to impact the probability of takeover success is the relative size of the acquirer and target. When the acquirer is much larger than the target, the offer is considerably more likely to succeed than when the target is close to the same size as the acquirer. When the target is actually larger than the would-be acquirer (minnow swallowing a whale), the takeover effort is especially uncertain of success.

Characteristics of Takeover Offers Likely To Succeed

  • Friendly offer favored by target management
  • Large acquirer relative to target’s
  • Cash offer or, if stock, collar offering
  • No antitrust problems

Cash offers are more likely to succeed than are stock offers (fixed or collar). Cash offers also have the advantage of not needing to be hedged with a short position in the acquirer’s stock. Collar offers tend to be more likely to succeed than do fixed exchange ratio offers.

The likelihood of governmental opposition on antitrust grounds is another factor to consider in assessing whether or not a takeover offer will succeed. If the acquirer and target are direct competitors and if the combined entity would have a large market share, the government is likely to object to the proposed takeover on antitrust (Clayton or Sherman Act) grounds. The acquirer may sometimes be able to negotiate a compromise with the antitrust authority ( Justice Department or Federal Trade Commission). If not, the government can almost always block the takeover attempt. The government is so likely to prevail if the matter goes to court that few would-be acquirers ever try to win an antitrust case against the government.

The stock of the companies making takeover offers tends not to rise and may decline, both during and after the takeover attempt, particularly if the takeover effort succeeds

In order for a takeover attempt to succeed, the would-be acquirer needs to offer a substantial premium over the pre-offer price level of the target’s shares. To earn back this premium, the acquirer must be able to integrate the acquisition into the combined company in a way that creates substantial cost savings and/or profitable revenue increases. Numerous studies have found that, for a large percentage of acquisitions, the anticipated synergies do not materialize in the magnitudes needed to offset the premium paid. As a result, many acquisitions turn out not to enhance value for the existing (pre-takeover) shareholders. The expanded firm will usually be worth more as a result of the acquisitions, but that added value is offset by the dilution (increased shares outstanding or increased debt) incurred to pay for the acquisition. In other words, 2 + 2 = 4, not 2 + 2 = 5. The shareholders of the acquiring firm often do not benefit from the acquisition.

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