What are the classic cases of hostile takeovers? What is the process and outcome?

A hostile takeover, also known as a hostile takeover, is an acquisition by an acquiring company without the permission of the board of directors of the target company, with or without the consent of the other party. The parties used various offensive and defensive strategies to complete the acquisition, and hoped to obtain a controlling stake and become the majority shareholder. Among them, the strong antagonism of the two sides is its basic characteristic.

Unless the target company's ** liquidity is high and can be easily absorbed in the market, it is difficult to acquire. Hostile takeovers can lead to surprise takeovers. Acquisition companies that engage in hostile takeovers are often referred to as "black knights".

Classic case: On the morning of December 13, 2004, Oracle's hostile takeover of Renke is an example. On the same day, the two companies announced at the same time that Renke agreed to be acquired by Oracle for $10.3 billion in cash per share.

From the perspective of the acquisition process, from the formal decision to complete the acquisition, Oracle has made five adjustments to the acquisition**, from the initial $6.3 billion to $7.3 billion, then to $9.4 billion, then to $7.7 billion, and finally to $10.3 billion, which lasted 18 months.

Personally, I think:

Clause. 1. Business cases are the most exciting and popular part of the business administration course. It is not only the process of theory guiding practice, but also the process of sublimating practice into new theory. Accumulating more cases is to increase knowledge, improve ability, and improve experience.

Clause. 2. Hostile takeover, in China, at present, the hottest case is the story of Qianhai Life Insurance and Wanda A. After several years, the ups and downs, the diversification of the participants, and the twists and turns of the development of the situation are not exaggerated to describe it as "a case that can see the whole picture of the capital market".

Recently, the closing of the acquisition was officially closed. All participants have started a new journey at a new starting point. Still, the discussion about the acquisition is far from over.

Clause. 3. Business case study should not only learn, but also innovate and break through. In my opinion, every time you read a business case, you must have your own new point of view, which may or may not be right, but the key is to cultivate the courage to challenge academic authority and the inspiration to discover new perspectives and perspectives.

In the case of hostile takeovers, there are two main methods, the first is a bear hug, and the second is a sniper public purchase.

A bear hug is an active, open offer. The board of directors is obliged to announce the offer to all shareholders because the acquirer promises to acquire the target company, and some shareholders are often attracted by their interests and pressure the board to accept it. In the aftermath of a failed agreement acquisition, the bear-like approach is often employed.

In fact, for a target company whose management does not want the company to be acquired, a bear hug is the most effective acquisition method. A CEO can easily turn down an offer to buy a company, but a dog-bear hug forces the company's board of directors to weigh it up, because directors are obligated to give shareholders the maximum return that is required to maximize shareholder interests. Therefore, rather than being a hostile takeover, a bear hug can be used as a safeguard for the interests of shareholders and can effectively facilitate the takeover.

However, the acceptance of a hostile takeover by shareholders does not preclude the possibility of their short-term actions, and their will is likely to be contrary to the long-term development of the company. In the development of the target company, once the operation of its existing human resources, supply and marketing system and credit capacity on the normal track is broken for the short-term profit motive of shareholders, the performance of the enterprise will inevitably be affected.

Sniper public purchase generally refers to the acquisition of the target company directly in the market without prior communication or warning when the target company has problems due to poor management or in the case of ****. Sniper public purchases include bids, ** acquisitions, and proxy purchases. The so-called bidding refers to the acquisition behavior in which the acquirer does not directly issue a tender offer to the board of directors of the target company, but directly bids for the shareholders of the target company at a price higher than the market price.

The ** acquisition refers to the acquirer first purchasing a certain amount of the target company** (usually within the starting point of the announcement required by the state, 5% in China) and then considering whether to increase its shareholding to continue the acquisition. A proxy takeover is a proxy to acquire a minority shareholder of the target company in order to obtain control of the company for the purpose of completing the acquisition. Sniper open buying is usually initially covert and only begins to challenge the target company after it has been properly prepared.

Generally speaking, this method is used against target companies where the company's shareholding is relatively dispersed or the company's stock price is significantly undervalued.

1.Australia's antitrust regulator blocked Toll Holdings' A$4.6 billion (US$3.5 billion) bid to buy domestic rival Patrick Corporation, frustrating a hostile takeover aimed at creating the world's fourth-largest transport and logistics company.

2.In order to prevent hostile mergers and acquisitions, major Japanese companies have set up poison pills to protect themselves.

3.South Korean industrial giant Pohang Steel has planned to exchange its 1% stake for the same percentage of shares with another giant, Hyundai Heavy Industries, in an attempt to avoid the threat of a hostile takeover in the future.

4.Nippon Steel, together with Kobe Steel and Sumitomo Metal Industries, announced that the three Japanese steel giants plan to adopt an alliance defense strategy against hostile takeovers. Nippon Steel, Kobe Steel and Sumitomo Metal Industries said in a joint statement

If one of the companies is the subject of a hostile merger, the three companies will work together to develop a strategy to deal with it. It is reported that the three giants of Japanese steel have reached a cooperation agreement, because a hostile merger of one company will inevitably have a huge impact on the other two.

5.France**: The capital increase plan will prevent a hostile takeover of Société Générale.

6.Gerhard Cromme, chairman of the Siemens Supervisory Board, considered some of the company's assets in order to increase value and reduce the risk of a hostile takeover.