Share Tendering Strategies and the Success of Hostile Takeover Bids
建立了一个要约收购模型，揭示投标者如何通过出价传递其价值提升的私人信息，并分析出价、初始持股、目标股份数、少数股东稀释和管理层反对如何影响收购成功概率。
This paper presents a model of tender offers in which the bid perfectly reveals the bidder's private information about the size of the value improvement that can be generated by a takeover. The authors argue that bidders with greater improvements will offer higher premia to ensure that sufficient shares are tendered to obtain control. The model relates announcement date returns and takeover success or failure to the amount bid, the initial shareholdings of the bidder, the number of shares the bidder attempts to purchase, the dilution of minority shareholders, and managerial opposition. They show that managerial defensive measures will sometimes increase the probability of the offer's success. Copyright 1990 by University of Chicago Press.