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A hostile takeover happens when an entity takes control of a company without the knowledge and against the wishes of the company’s management. A hostile takeover is an acquisition strategy requiring that the entity acquire and control more than 50% of the voting shares issued by the company.

In mergers and acquisitions (M&A), a hostile takeover is the acquisition of a target company by an acquiring company that goes directly to the target company’s shareholders, either by making a tender offer or through a proxy vote.

Ideally, an entity interested in acquiring a company should seek approval from the target company’s Board of Directors. The difference between a hostile and a friendly takeover is that, in a friendly takeover, the target company’s board of directors approve of the transaction and recommend shareholders vote in favor of the deal.

Defenses against a hostile takeover

These defense mechanisms can be preemptive or reactive, depending on how prepared the company is for the possibility of a hostile bid.

Poison pill is one of the most common defenses against a hostile takeover. Officially known as a “shareholder rights plan,” the poison pill allows existing shareholders to purchase additional shares at a discount, diluting the ownership interest of the acquiring company. The goal is to make it prohibitively expensive for the acquirer to complete the takeover.

A golden parachute is another defense strategy, which involves providing lucrative compensation packages (bonuses, severance pay, stock options, etc.) to key executives in the event they are terminated as a result of the takeover. This creates a financial disincentive for the acquiring company, as it would need to pay out these large sums upon completing the takeover.

In a Crown jewel defense, the target company sells or threatens to sell its most valuable assets—its “crown jewels”—if the takeover is completed. This reduces the attractiveness of the company to the acquirer, as the most desirable assets would no longer be part of the deal.

The Pac-Man defenses a more aggressive strategy in which the target company turns the tables by attempting to buy shares of the acquiring company, effectively launching a counter-takeover. While rare, this defense can deter hostile bids by making the takeover battle more costly and complex.

A White-Knight defense involves the target company seeking out a more favorable acquirer, or “white knight,” to make a friendly takeover bid. This allows the target company to avoid the hostile acquirer while still securing the benefits of a merger or acquisition.

EXAMPLE: Sanofi-Aventis and Genzyme Corp. Year: 2011 Deal value: $20.1 billion Industry: Pharmaceutical

The hostile takeover between Sanofi-Aventis and Genzyme Corp. occurred in 2010 when Sanofi, a French pharmaceutical company, wanted to buy Genzyme, a US biotech firm specializing in rare diseases. Genzyme resisted the offer, leading to conflict. Sanofi started a public campaign to pressure Genzyme’s shareholders into selling.

After months of negotiations, the two companies reached a deal in 2011. Sanofi agreed to pay $74 per share, with additional payments tied to Genzyme’s future performance, bringing the total deal value to around $20.1 billion. This acquisition allowed Sanofi to expand into the lucrative market for rare disease treatment.

MORE: https://www.law.cornell.edu/wex/hostile_takeover

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