TAILIEUCHUNG - Fundamentals of Corporate Finance Phần 10

Sau đó, gia đình ông Hixon, con cháu của người sáng lập đồng AMP, đã công bố một lá thư để quản lý của AMP bày tỏ "thất vọng" và hỏi, "Ai làm công tác quản lý và hội đồng quản trị? | 584 section six white knight Friendly potential acquirer sought by a target company threatened by an unwelcome suitor. SHARK REPELLENT Amendments to a company charter made to forestall takeover attempts. federal court. Then the Hixon family descendants of AMP s co-founder made public a letter to AMP s management expressing dismay and asking Who do management and the board work for The central issue is that AMP s management will not permit shareholders to voice their will. 7 As the weeks passed AMP s defenses while still intact did not look quite so strong. By mid-October it became clear that AMP would not receive timely help from the Pennsylvania legislature. In November the federal court gave AlliedSignal the go-ahead to ask shareholders to vote to remove the poison pill. Remember 72 percent of its stockholders had already accepted AlliedSignal s tender offer. Then suddenly AMP gave up management had found a white knight when Tyco International came to its rescue. Tyco was prepared to offer stock worth 55 for each AMP share. AlliedSignal dropped out of the bidding it didn t think AMP was worth that much. What are the lessons First the example illustrates some of the stratagems of merger warfare. Firms like AMP that are worried about being taken over usually prepare their defenses in advance. Often they will persuade shareholders to agree to shark-repellent changes to the corporate charter. For example the charter may be amended to require that any merger must be approved by a supermajority of 80 percent of the shares rather than the normal 50 percent. Firms frequently deter potential bidders by devising poison pills which make the company unappetizing. For example the poison pill may give existing shareholders the right to buy the company s shares at half price as soon as a bidder acquires more than 15 percent of the shares. The bidder is not entitled to the discount. Thus the bidder resembles Tantalus as soon as it has acquired 15 percent of the shares control is

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