!Корпоративное право 2023-2024 / Bargeron L._Do Shareholder Tender Agreements Inform or Expropriate Shareholders

Tender Offers Per Year

Fig. 1. Tender Offers per Year, 1995-2001. The dark columns chart the number of STA tender offers per year. The light columns chart the number of non-STA tender offers per year.

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Table 1

Summary of hypothesis predictions

The table summarizes the correlation structures predicted by the three hypotheses. “Positive” indicates a positive predicted correlation between the two variables, “Negative” indicates a negative predicted correlation between the two variables, and “N/A” indicates that the hypothesis makes no prediction regarding those two variables.

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Table 2

STA offers segregated by officer and director signatories

Panel A divides the sample of STA offers into three mutually exclusive categories: STAs signed exclusively by officers and directors of the target firm, STAs signed exclusively by non-officers and nondirectors, and STAs that include at least one signature from each group. Panel B divides the sample of STA offers based on the types of shareholders signing the STA. The six categories are officers and directors of the target firm, venture capitalists, corporations, institutions, investment banks, and other shareholders. Note that several different types of shareholders can sign a single STA. The table lists the number of offers in each category, the category as a percentage of all STA offers, and the average bid premium for the category. The final row details the offers that do not include an STA.

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Table 3

Descriptive statistics

The table lists the means, medians, standard deviations, and number of observations for the variables in the sample. It also lists the means and number of observations for the STA and non-STA subsets and reports the p-value resulting from difference in means tests of the two subsamples. STA is an indicator variable equal to one if the offer included an STA. BID PREMIUM is the premium of the offer price to the market price the day before the announcement of the deal (premiums based on the initial bid price and the final bid price are listed separately). RUNUP is the CAR over the 10 days prior to the initial announcement of the deal. AGE of TARGET is the age of the target firm in years, based on entry into the CRSP index. TOP NON-O&D OWNERSHIP is the fraction of the target shares owned by the largest shareholder who is neither an officer nor a director. O&D OWNERSHIP is the fraction of the target shares owned by the officers and directors of the target company. TERMINATION FEE is an indicator variable equal to one if a termination fee is included in the offer. LOCKUP OPTION is an indicator variable equal to one if a lockup option is included. STDEV of TARGET RETURNS is the standard deviation of the target stock return over the one-year period ending one month prior to announcement. TOEHOLD is an indicator variable equal to one if the bidder owned a toehold. LNSIZE of TARGET is the log of the target market value of equity. DIVERSIFYING, MERGER AGREEMENT, COMPETITION, and SUCCESS are all indicator variables. DIVERSIFYING equals one if the bidder and target share the same four-digit primary SIC code. MERGER AGREEMENT equals one if a merger agreement is agreed to prior to the offer. COMPETITION equals one if different bidder announced a merger proposal or tender offer within the 12 months following the initial announcement date. SUCCESS equals one if the initial bidder accepted the tendered shares. DURATION is the number of days from the offer announcement until completion or withdrawal of the deal. BIDDER CAR is the bidder’s CAR over the three-day period around the announcement. ***, **, * indicate significance at the 1%, 5%, or 10% level, respectively.

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Table 4

OLS estimates of premium

The table lists the OLS estimates of the premium decision. The dependent variable, BID PREMIUM, is based on the final bid price in models 1 and 2 and the initial bid price in models 3 and 4. The variable definitions are the same as in Table 3. t-statistics based on robust standard errors are in parentheses. ***,

**, * indicate significance at the 1%, 5%, or 10% level, respectively.

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Table 5

Second-step premium regression

Models 1 and 2 of the table list the probit estimates from the STA decision. The dependent variable is STA. Models 3 and 4 list the second-step estimates of the premium decision resulting from the Heckman TwoStep procedure. The dependent variable in the second step is BID PREMIUM based on the final bid price. The variable definitions are the same as in Table 3. STA is excluded as an independent variable in the STA estimation. The instrumental variables AGE, TOP NON-O&D OWNERSHIP, and O&D OWNERSHIP are excluded from the second-step regression. z-statistics are in parentheses. ***, **, * indicate significance at the 1%, 5%, or 10% level, respectively.

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Table 6

Officers or directors STAs and employment contracts

The table presents results from OLS estimation. BID PREMIUM (based on the final bid price) is the dependent variable in all three models. The indicator variable O&D STA equals one if an officer or director signed an STA. The indicator variable STA & EMPLOYMENT equals one if the deal includes an STA and an employment agreement. The indicator variable O&D & EMPLOYMENT equals one if the deal includes an employment agreement and an STA signed by an officer or director. All other variables are defined in Table 3. t-statistics based on robust standard errors are in parentheses. ***, **, * indicate significance at the 1%, 5%, or 10% level, respectively.

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Table 7

Probit estimates excluding STA offers signed by a non-manager

The table lists the coefficient estimates from a probit analysis on a subsample of the data. STA offers that are signed by at least one non-manager are excluded from the subsample. The dependent variable is STA. The variables are defined in Table 3. z-statistics based on robust standard errors are in parentheses. ***, **, * indicate significance at the 1%, 5%, or 10% level.

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Table 8

Premium estimates with bidder characteristics

The table presents results from OLS estimation. BID PREMIUM (based on the final bid price) is the dependent variable in both models. The indicator variable CRSP BIDDER equals one if bidder data are available on CRSP. The variable RELATIVE SIZE is the ratio of the target market value of equity (MVE) to the bidder MVE. All other variables are defined in Table 3. t-statistics based on robust standard errors are in parentheses. ***, **, * indicate significance at the 1%, 5%, or 10% level, respectively.

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