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By Dr. David Edward Marcinko; MBA MEd CMP™

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Merger Arbitrage (a.k.a. Risk Arbitrage)

Merger risk arbitrage, while a subset of a larger strategy called event-driven arbitrage, represents a sufficient portion of the market-neutral universe to warrant separate discussion.

Merger arbitrage earned a bad reputation in the 1980s when Ivan Boesky and others like him came to regard insider trading as a valid investment strategy. That notwithstanding, merger arbitrage is a respected strategy and when executed properly, can be highly profitable. It bets on the outcomes of mergers, takeovers and other corporate events involving two stocks which may become one.

Example:

A classic example is acquisition of SDL Inc. (SDLI) by JDS Uniphase Corp (JDSU). On July 10, 2010 JDSU announced its intent to acquire SDLI by offering to exchange 3.8 shares of its own shares for one share of SDLI. At that time, the JDSU shares traded at $101 and SDLI at $320.5. It was apparent that there was almost 20 percent profit to be realized if the deal went through (3.8 JDSU shares at $101 are worth $383 while SDLI was worth just $320.5).

This apparent mispricing reflected the market’s expectation about the deal’s outcome. Since the deal was subject to the approval of the U.S. Justice Department and shareholders, there was some doubt about its successful completion.

Risk arbitrageurs who did their homework and properly estimated the probability of success bought shares of SDLI and simultaneously sold short shares of JDSU on a 3.8 to 1 ratio, thus locking in the future profit. Convergence took place about eight months later, in February 2011, when the deal was finally approved and the two stocks began trading at exact parity, eliminating the mis-pricing and allowing arbitrageurs to realize a profit.

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Hedge Fund Research defines the strategy as follows:

Merger Arbitrage,also known as risk arbitrage, involves investing in securities of companies that are the subject of some form of extraordinary corporate transaction, including acquisition or merger proposals, exchange offers, cash tender offers and leveraged buy-outs. These transactions will generally involve the exchange of securities for cash, other securities or a combination of cash and other securities. Typically, a manager purchases the stock of a company being acquired or merging with another company, and sells short the stock of the acquiring company. A manager engaged in merger arbitrage transactions will derive profit (or loss) by realizing the price differential between the price of the securities purchased and the value ultimately realized when the deal is consummated. The success of this strategy usually is dependent upon the proposed merger, tender offer or exchange offer being consummated.

When a tender or exchange offer or a proposal for a merger is publicly announced, the offer price or the value of the securities of the acquiring company to be received is typically greater than the current market price of the securities of the target company. Normally, the stock of an acquisition target appreciates while the acquiring company’s stock decreases in value. If a manager determines that it is probable that the transaction will be consummated, it may purchase shares of the target company and in most instances, sell short the stock of the acquiring company. Managers may employ the use of equity options as a low-risk alternative to the outright purchase or sale of common stock. Many managers will hedge against market risk by purchasing S&P put options or put option spreads.

Cite: https://www.hfr.com See § 23.03[E].

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Filed under: "Ask-an-Advisor", Career Development, CMP Program, Glossary Terms, Investing, Marcinko Associates, Portfolio Management | Tagged: certified medical planner, CMP, diversification, hedge fund research, HFR, ivan boesky, Marcinko, Market Neutral Funds, merger arbitrage, Mutual Funds, personal-finance, retirement planning, risk arbitrage, Risk Management, SDLI | Leave a comment »