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Jesus Saracho AguirreInternational Student
Mittal Acquires Arcelor
M e r g e r s a n d A c q u i s i t i o n s ( F N 3 1 1 )
P r o f . A n g S e r K e n g
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INDEX
1. TIMELINE OF THE MERGER2. TAKEOVER TACTICS EMPLOYED BY MITTAL
2.1. FRIENDLY APPROACH2.2. HOSTILE TENDER OFFER2.3. POLITICAL SUPPORT2.4. TWO-TIERED TENDER OFFER2.5. LEGAL ACTIONS2.6. PROXY FIGHT2.7. IMPROVED BID
3. TAKEOVER DEFENSES EMPLOYED BY ARCELOR2.1. MARKETING CAMPAING2.2. INCREASE THE DIVIDENDS2.3.
BUY-BACK SHARE PLAN (SELF-TENDER OFFER)
2.4. POISON PILL. DOFASCO2.5. WHITE KNIGHT. SEVERSTAHL
4.ARGUMENTS IN FAVOUR AND AGAINST HOSTILE CORPORATETAKEOVERS
5. CRITIQUE OF THE BEHAVIOUR OF THEARCELOR S BOARD OFDIRECTOR
6. LIST OF REFERENCES
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1. TIMELINE OF THE MERGER
MITTAL ACTIONS ARCELOR BOARD OF DIRECTOR REACTIONS
January 27th, 2006: Tender offer of Mittal
BBC News: Mittal Steel unveils Arcelor bid. The world largersteelmaker, has made an 18,6bn euro bid for rival firm Arcelor.Price: 28,21 per Share
Premium: 27% over market priceStructure of the deal: Cash+Stocks
January 29th, 2006: Arcelor reject the bid, because the twocompanies have a different strategic vision.
-Guy Dolle declared that the offer was inadequate andstrategically unsound.
February 1st, 2006: Arcelor Board of Directors developed acommunication strategy attacking the logic of the bid.New York Times:
-Jean-Claude Juncker: This hostile bid by Mittal Steel calls for areaction that is at least as hostile.-Franois Loos: We are opposed to the Success of Mittals publicoffer for Arcelor.
February 12th, 2006: Because of the strong politicalopposition in Europe, Mittal looked for local political support.The Economic Times: India has accused European governments,
opposing Mittal Steels $23 billion bid for rival Arcelor, ofdiscrimination and warned their intervention could affect fragile
global trade talks.
February, 2006:-Arcelor unveils an 85% dividend hike to fend off Mittal bid.-Arcelor announced that the company would buy back $8,75billion in stockat a price above the current market.-Arcelor attempted to influence the government to modifythe law so as to Mittal have to pay in cash. Luxembourgparliament rejected that measure.
March 8th ,2006: Arcelor announced that it had acquiredDofasco pursuant to its $5.6 billion takeover bid. Arcelor set up a special Dutch trust to prevent Mittal fromgetting access to the asset.
May 10th, 2006: Mittal announced: Two-tiered offer, and anincrease in price if the offer is recommended by the boardThe Guardian: Mittal offers to raise bid but only if Arcelor board
backs it.May 19th, 2006:
Mittal ups Arcelor offer by 34%.Market Watch:
Mittal Steel lifts offer for Arcelor to $33 billion.
May 26th , 2006:-Arcelor rejects the bid.-Arcelor announces a 13,6bn merger proposal withSeverstal, the largest Russian steelmaker.Friendly offer of Severstal.Price: 44 per sharePremium: 100% over market price(closing price January 26th)Structure of the deal: Cash+Stocks
CONCLUSION- June 25th, 2006 -
Arcelor Board recommends improved takeover offer from Mittal.Arcelor, eventually, is acquired by Mittal for $ 33,6 bnFinancial Times:Arcelor and Mittal agree to 27bn merger.
Price: 40,40 per SharePremium: 93% over market priceStructure of the deal: Cash+Stocks
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2. TAKEOVER TACTICS EMPLOYED BY MITTAL
SCHEDULE:
2.1. Friendly approach:-Case Study 3.1. 4th paragraph: After having been rebuffed by Mr. Guy
Dolle, Arcelor s president, in an effort to consummate a friendly
merger[]
-Concept: In a friendly takeover, the targets board and
management are receptive to the idea and recommend
shareholder approval (DePamphilis, 2009).
-Why? This approach was very convenient for Mittal for the
following reasons:
i) Friendly takeovers often are consummated at a lower
purchase price than hostile transactions (DePamphilis, 2009).
1. FriendlyApproach
2. HostileTender
offer
3. Politicalsupport
4. Two-tieredtenderoffer 5. Legal
actions
6. Proxyfight
7.Improved
bid
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ii) The cost associated with a tender offer, such as legal filing fees
and publication costs, make the tender offer a more expensive
alternative than a negotiated deal (Gaughan, 2011).
iii) A hostile takeover attempt may attract new bidders, who
otherwise may not have been interested in the target
(DePamphilis, 2009).
iii) Postmerger integration process usually is accomplished
more expeditiously when both parties cooperate fully
(DePamphilis, 2009).
-Alternatives. The three main alternatives to a friendly takeover are:
i) If initial efforts to take control of the firm are rejected, the
acquirer may chose to adopt a more aggressive approach. This
approach may include:
a) Bear Hug (vid. Infra. 2. Hostile tender offer).
b) Proxy Contest(vid. Infra. 2. Hostile tender offer).
c) Tender Offer (vid. Infra. 2. Hostile tender offer).
d) Toehold bidding strategy. Potential bidders may
purchase stock in a target before a formal bid to accumulate
stock at a price lower than the eventual offer price. The
primary advantage to the bidder of accumulating targets
stock before an offer is the potential leverage achieved with
the voting right associated with the stock it has purchased
(DePamphilis, 2012). In the case at hand, we do not have
information enough to know if Mittal had carried out a
toehold bidding strategy previously to its tender offer.
ii) Developing a business alliance. According to the American
Heritage Dictionary, alliance is a union, relationship, or
connection by common interest. In the case at hand, Mittalunderstood that both companies could have done better together;
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nevertheless Arcelors board of director was not of the same
opinion. This is the main reason by which an alliance does not
seem to be appropriate.
iii) Going on operating as independent companies. This
alternative sometimes is not seen as a real alternative, and it gives
room to close impossible and illogic deal at any rate.
2.2. Hostile tender offer:-Case Study 3.1. 4th paragraph: [] Mittal launched a tender offerin
January 2006 consisting of mostly stock and cash for all of Arcelorsoutstanding equity.
-Concept: It is a takeover tactic in which the acquirer bypasses
the targets board and management and goes directly to the
target s shareholders with an offer to purchase their shares
(DePamphilis, 2009).
-Why was it used? Mittal was eager to acquire Arcerlor by the
reasons established in the Case Study 3.1. Mittal acquired Arcelor to
accelerate steel industry consolidation and thus to reduce industry
overcapacity. The combined firms could have more leverage in setting
prices and negotiating contract with major customer, such as auto and
appliance manufacturers, and suppliers, such as iron ore and coal
vendors, and eventually realize $1 billion annually in pretax cost
saving.
Mr. Guy Dolle had repeatedly rebuffed all the Mittals proposals,
therefore, it seemed that Mittal had no alternative option if the
Indian company really wanted to take control over the European
giant.
-Alternatives: As explained previously, Mittal was forced to launch
a hostile takeover, nevertheless several hostile tactics could be seen
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as alternative to the tender offer, between then, it is important to
highlight:
i) Bear hug, which involves the mailing of a letter containing an
acquisition proposal to the board of directors of a target company
without prior warning and demanding a rapid decision
(DePamphilis, 2009). In the case at hand, this mean would have
been useless because of the previous informal contacts between
Mittal and Dolle.
i) Proxy Contest. There are two main forms:
a) Dissident shareholders attempt to win representation on
the board of directors (DePamphilis, 2012). In this case, this
first option did not occur.
b) Dissident shareholders seek to change firms bylaws or
force management to take some particular action (e.g.,
dividend payments, share repurchase, acquisition)
(DePamphilis, 2012). This second option was not one of the
first tactics used by Mittal, but eventually it was used in order
to force the management to accept the offer in the last stage of
the negotiation, as we will study later (vid. Infra. 6. Proxy
fight).
2.3. Political support:
- Case Study. 4th paragraph: The reaction from Arcelorsmanagement, European Union, and government officials was swift
and furious [] European politicians supported Mr. Dolle.
Luxembourgs prime minister, Jean Claude Juncker, said that a
hostile bid called for a hostile response. As response to all the
statements of the European politicians, Mittal looked for political
support, and Indian government accused European Union of
discrimination and lack of objectivity while dealing with a mere
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business issue. This private offer was becoming a public
international conflict.
- Why? Mittal attempted to look for an explicit politicalsupport of the Indian Government to avoid more
intromissions of the European institutions. The key of this
measure was warning Europe that if they went on discriminating
the offer of Mittal, we would face an international conflict. This
tactic was essential to avoid that the Luxembourg parliament
would pass a law requiring Mittal to pay completely in cash.
2.4. Two-tiered offer:-Case Study 3.1. 6th paragraph: To counter these moves, Mittal Steet
said in mid-February that, if it received more than one-half of the
Arcelor shares submitted in the initial tender offer, it would hold
a second tender offer for the remaining shares at a slightly lower
price.
-Concept: A two-tier offer is one in which the bidder, generally a
hostile one, sets a deadline for an initial, high price. Those who
sell their stocks to the bidder after the deadline get a second,
lower price (2006, Reed & Nesvold).
-Why? Mittal was eager to acquire Arcerlor, and this action is just
another measure of pressure to get the approval of the Arcelors
shareholders. In general terms, it may be said that the intent of the
two-tiered approach is to give target shareholders an incentive to
tender their shares early in the process to receive the higher price.
Nevertheless, this threat was not really useful and the two next great
steps (improved bid and proxy fights) were friendlier to the interest
of all shareholders.
-Alternatives: The only real alternative to this movement was an
enhancement in the bid. It was done, once Mittal realized that this
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threat would be useless, because of the extraordinary defenses
employed by Dolle.
2.5. Legal actions:-Case Study 3.1. 7th paragraph: Following completion of the Dofasco
deal in April 2006, Arcelor set up a special Dutch trust to prevent
Mittal from getting access to the asset [] Mittal immediately sued
to test the legality of this tactic.
-Concept: Legal actions are those measures based on pre-
contracts, letters of intent, memorandums of understanding, oreven oral agreements, carried out by the acquirer to force the
board of director to negotiate or to the sell of the company.
Litigation is a common tactic used to pressure the target board
to relent to the bidder s proposal or remove defenses
DePamphilis, 2012). It tends to be useful, but it is extremely
expensive.
In the case at hand, we are not observing a legal action oriented to
get the control of the company itself, or to oblige the board of
director to negotiate, but to attack one of the several defenses
erected by Dolle.
-Why? Arcelor was sued by Mittal by two main reasons:
i) Arcelor acquired Dofasco thanks to a $5.6 billion takeover
bid, made completely in cash, and subsequently transferred
the property of the company to a Dutch trust. Arcelor had
great reserves and Mittal was of the opinion that such
reserves could be used to make cheaper the acquisition.
Nevertheless, because of this movement Mittal have access to
such reserves.
ii) In addition, this acquisition could potentially prevent the
acquisition of Arcelor by Mittal because of the requirements
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of divesture (impossible to comply with, after the set up of the
trust) of the American competition authorities.
2.6. Proxy fight :-Case Study 3.1. 9th paragraph: Investors holding more than 30%
of the Arcelor shares signed a petition to force the company to
make the deal with Severstahl subject to a traditional 50,1% or
more of actual votes cast. After major shareholders pressured the
Arcelor board to at least talk to Mr. Mittal [] Arcelor still refused
to talk. [] Shareholders anger continued, and many investors
opposed the buyback because it would increase Mr. Mordashovs
ultimate stake in Arcelor to 38% by reducing the number of Arcelor
shares outstanding.
-Concept: As previously established, a proxy fight takes place
when dissident shareholders seek to change firms bylaws or
force management to take some particular action (e.g., dividend
payments, share repurchase, acquisition) (DePamphilis, 2012). This
is exactly what happened in the case at hand.
Why? After months of negotiations, Mittal did not find the proper
solution to the resistance of the board of directors of Arcelor, and
some of its takeover tactics were not being so useful. This is the main
reason by which Mittal attempted to rally large shareholder support
against what were portrayed as Arcelor managements self-serving
maneuvers.
2.7. Improve the conditions of the bid (monetary and non-monetary) :
-Case Study 3.1. 10th paragraph: In late May, Mittal raised its bid
by 34% and said that if the bid succeeded, Mittal would eliminate
his firms two tiered share structure, giving the Mittal family
hares ten times the voting rights of other shareholders.
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-Why? It was seen by Mittal as the last resort, the last opportunity to
get the support of the board of director and, subsequently, the
approval of all shareholders. However, the board of director rejected
the enhanced offer in first instance, and just after the pressure
exercised by the major shareholders (vid. Supra. 2.6. Proxy Fights)
the board of directors agreed to Mittals final bid.
-Alternatives: given the situation of the negotiation, as we have
highlighted previously, improving the bid, together with the rest of
tactics put into practice, was the only real solution to take control
over the target.
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3. TAKEOVER DEFENSES EMPLOYED BY ARCELORSCHEDULE:
Antitakeover measures have evolved greatly over the past quarter of a
century (Gaughan, 2011). As we may observe in this case, there are
hundreds of tactics that may be used in order to avoid a takeover.
It is important to distinguish in general terms between pre-offer defenses
and post-offer defenses. In the case at hand, all the defenses observed
take place once the offer has been done, thus they are post-offer
defenses.
3.1. Marketing Campaign:-Case Study 3.1. 4th paragraph: The reaction from Arcelors
management, European Union, and government officials was
swift and furious. Guy Dolle stated flatly that the offer was
inadequate and strategically unsound. European politicians
supported Mr. Dolle. Luxembourgs prime minister, Jean Claude
1. MarketingCampaing
2. Increase inDividends
3. Buy-BackShares plan (Self-
tender offer)
4. Poisson Pill.Dofasco
5. White Knight.Severstahl
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Juncker, said that a hostile bid called for a hostile response. Trade
Unions expressed concerns about potential job loss . [] Arcelor
also backed a move to change the law so that Mittal would be
required to pay in cash. However, the Luxembourg parliament rejected
that effort.
-Why? Mr. Dolle engaged as primary defense in an integrated
marketing campaign in order to repel Mittal because of its low cost
and great effectiveness.
The CEO developed a campaign of terror to spread the feeling that an
European company was being conquered by an Asian one, with all
the negative implications of such a deal1.
This marketing campaign was based on five main cornerstones:
1. Political support. (vid. Case Study 3.1. 4th paragraph)2. Trade Unions support. (vid. Case Study 3.1. 4th paragraph)3. Lobby in the Luxembourg Parliament to change local laws.
(vid. Case Study 3.1. 5th paragraph)
4. Development of a new strategic plan, more appealing forcurrent shareholders.
5. Reject direct negotiations with Mittal. (vid. Case Study 3.1.9th paragraph)
These actions may be included under those actions oriented to attack
the logic of the bid (Weston et al., 2004).
3.2. Increase in Dividends:-Case Study 3.1. 5th paragraph: In early February, Arcelor doubled
its dividend[].
-Why? The two main reasons are:
1
It is important to highlight:- Potential Job loss (Case Study 3.1. 5th Paragraph)-Lack of a shared strategic vision (Case Study 3.1. 5th Paragraph)
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i) Dolle, at the same time that was satisfying its current
shareholders, was doing the company less attractive of
being acquired because of the cash that was spending to
pay this extraordinary high dividends.
ii) Because of the high grade of satisfaction of the current
shareholders with the current dividend policy of the Board of
Directors, they would not accept the offer of Mittal.
These two reasons are clear and unquestionable. However, they are
also irrational. The fact that the company is offering to the
shareholders such a high dividend, at least they were suffering an
extraordinary shortage of cash, should not influence the decision
they might take regarding the acquisition. This decision should be
base uniquely in the creation of value, and the growth prospect of
Mittal because of the new managers.
3.3. Buy-back shares plan (Self-tender offer):-Case Study 3.1. 5th paragraph: In early February, Arcelor []
announced plans to buy back about $8.75 billion in stock at a
price well above the then current market price for Arcelor Stock.
These actions were taken to motivate Arcelor shareholders not to
tender their shares to Mittal.
-Concept: A self-tender is a defensive measure implemented to
defeat an unsolicited tender offer or at least to obtain a higher
price. The company announces its intentions to repurchase its own
outstanding stocks, or a portion thereof, to prevent the offeror from
acquiring a controlling interest in the company.
-Why? In the case at hand, the self-tender is not enough to prevent
the offeror from acquiring a controlling interest if the shareholders
accept the operation, but it is an useful way of avoiding that most of
shareholders acceptthe Mittals bid, and in the last case, it is a good
movement to increase the price of the bid.
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3.4. Poison Pill. Dofasco :-Case Study 3.1. 7th paragraph: In late 2005,Arcelor outbid German
steel-maker Metallgeschaft to buy Canadian steel-maker Dofascofor $5billion. Mittal was proposing to sell Dofasco to raise money
and avoid North American antitrust concerns. Following
completion of the Dofasco deal in April 2006, Arcelor set up a special
Dutch trust to prevent Mittal from getting access to the asset. The
trust is run by a board of three Arcelor appointees. The trio has
the power to determine if Dofasco can be sold during the next five
years.
-Concept: The expression poison pill comes from the domains of
espionage. This refers to back in the days when agents were
instructed to swallow a cyanide pill instead of being captured or as in
our case overtaken (Zarin & Yan, 2011). In M&A world, poison pill
are often referred to as shareholder rights plan, but in broad
terms, we could say that a poison pill is any type of mechanism
designed to cause inconvenience with the aim of dissuading a
predator company from launching a takeover bid . This
expression has been used by several newspaper regarding the case
at hand (e.g. New York Times (3/11/2006): Poison Pill Is Among the
Reasons Mittal Steel Deal Remains a Multi-Company Tangle)
-Why? As previously explained, Doll in a masterstroke attempted to
block the acquisition by two means:
i) The Dofasco transfer to a Dutch foundation could
potentially block Mittal's takeover of Arcelor because it might
raise antitrust concerns in the United States.
ii) Arcelor acquired Dofasco paying completely in cash, $71
per share, what deprived Mittal of using Arcelors reserves to
finance its own acquisition.
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3.5. White Knight. Severstahl :-Case Study 3.1. 9th paragraph: In a deal with Russian steel maker
OAO Severstahl, Arcelor agreed to exchange its shares for AlexeiMordashovs 90% stake in Severstahl. The transaction would give
Mr. Mordashov a 32% stake in Arcelor. Arcelor also scheduled a
unusual vote that created very thought conditions for Arcelor
shareholders to prevent the deal with Severstahl from being
completed.
-Concept: when the corporation is the target of an unwanted bid or
the threat of a bid from a potential acquirer, it may seek the aid of
white knight- that is, another company that would be a more
acceptable suitor for the target. The white knight will then make
an offer to buy all or part of the target company on more
favorable terms than those of the original bidder (Gaughan,
2011).
-Why? This was a very aggressive measure of the Arce lors Board of
Director to erode the deal with Mittal. If Arcelor had accepted
Severstahl proposal, they would have created the largest steel
company in the world, removing Mittal from its hegemonic position.
The Severstahl deal was described as a friendly deal, but all in all,
they were giving the control of the company to a Russian magnate to
avoid, at any rate, give the control to Mittal. Shareholders, and the
market in general did not understand this deal, and it was strongly
criticized.
This takeover defense made the offer of Mittal more time consuming
and expensive (Mittal had to 140 millions as termination fee to
Mordashov), but it did not provoke an increase in the last bid of
Mittal, so according to some scholar it could not be considered a
White Knight defense strategy.
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4. ARGUMENTS IN FAVOUR AND AGAINST HOSTILE CORPORATE TAKEOVERS
-Concept:
-In a friendly takeover of control, the targets board and management are
receptive to the idea and recommend shareholder approval . To gain
control, the acquiring company generally must offer a premium to the
current stock price (DePamphilis, 2009).
Friendly takeovers are essentially driven by synergy considerations
(Morck et al., 1998).
-An unfriendly or hostile acquisition occurs when the initial approach is
unsolicited, the acquired company does not have the intention to be
acquired at that time, and the targets management contests the
approach (DePamphilis, 2012).
Hostile takeovers are driven by the discipline of the underperforming
target management(Morck et al., 1998)
-Arguments in favor of Friendly takeovers:
Traditionally it has been said that friendly takeovers are more convenient for the
acquirer than any hostile approach, by the following reasons:
i) Friendly takeovers often are consummated at a lower purchase
price than hostile transactions (DePamphilis, 2012). In the case at hand,
we can ratify this argument. If the board of director had not taken so many
measures, they company could have been acquired with a lower premium
(between 30% and 50%).
ii) The cost associated with a tender offer, such as legal filing fees and
publication costs, make the tender offer a more expensive alternative
than a negotiated deal (Gaughan, 2011). It is true than a tender offer may
generate more costs, but these costs are relatively low in relation with the
expectation of added value.
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iii)A hostile takeover attempt may attract new bidders, who otherwise
may not have been interested in the target (DePamphilis, 2012). This
leads to an increase in the price that is beneficial for the current
shareholders. In the case at hand, we can look at Severstahl to understand
this argument.
iii) Postmerger integration process usually is accomplished more
expeditiously when both parties cooperate fully (DePamphilis, 2012).
This argument is confusing, because it is very common, as in the case
studied, that an initial hostile offer become a friendly one in the last stage of
the negotiation. In this case, there is no real postmerger issue. If the offer
does not become friendly, the management of target will be immediately
fired after the acquisition, therefore postmerger integration should not be
an issue.
-Argument in favor of Hostile takeovers:
i) The friendly approach surrenders the element of surprise
(DePamphilis, 2012). From the buyer perspective, an hostile takeover
surrenders the element of surprise, but this element becomes useless when
there are competitors, or the option of erecting any defense against the bid,
as we have seen in the analyzed case.
ii) Negotiation also raises the likelihood of a leak and spike in the price
of the targets stock as arbs seek to profit form the spread between the
offer price and the targets current stock price. This speculative
increase in the targets share price can add dramatically to the cost of the
transaction (DePamphilis, 2012). In the case at hand, we can clearly
observe this phenomenon and it is a obvious example of hostile bid,
therefore we cannot agree with the conclusion of DePamphilis. What really
raises the likelihood of a leak and spike in the price of the targets stock is
not the negotiation itself, but the leakage of information.
-Conclusion:
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As we may appreciate from the traditional above-mentioned arguments, when
discussing pros and cons of both approach we are defending biased pros a cons. In
order to reach a rational conclusion, it is necessary to go beyond the dichotomy
purchaser-seller, and understand the concept creation of value in general terms,
the value that current shareholders receive, plus the value created by the new
management. M&A is not about splitting the baby, but making bigger the
baby, in other words, creation of added value .
Once said that, In the long-term there is a clear evidence of superior value
creation in hostile over friendly acquisition (Sudarsanam & Mahate, 2006)
what mean that in average the value obtained by synergies is lower than the
unlock value obtained by restructuring the company and firing a poor board
of directors.
In the analyzed case, we may observe the positive features of a friendly takeover
(based on synergies) and also those of hostile bids (based on the unlock value). In
a nutshell, this is a paradigmatic example of a deal that creates added value
and makes absolutely sense, notwithstanding the statements of Dolle during
the negotiation attacking the internal logic of the bid.
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5. CRITIQUE OF THE BEHAVIOUR OF ARCELOR S BOARD OF DIRECTOR
As a general principle, because of the duty of loyalty to the corporations
shareholders, the board of directors of the target corporation has to adoptdefensive measures to defeat a takeover attempt that is contrary to the best
interests of the corporation and its shareholders (2006, Reed and Nesvold).
The problem comes with the interpretation of the abstract concept best interests
of the corporation and its shareholders.
Sometimes, the own short-term and speculative interests of some shareholders
(e.g. venture capital) are different to the interests of the long-term shareholders,
also known as strategic investors (nearer to what could be called the best interest
of the corporation itself).
There are two main theories, which attempt to explain the analyzed situation: The
management entrenchment hypothesis and the shareholder interest
hypothesis. The former proposes that managers of a corporation seek to maintain
their position through the use of active and preventive corporate defenses. The
latter defends that stockholder wealth rises when management takes action to
prevent changes in control (Gaughan, 2011).
In the case at hand, it seems that Arcelors board of directors, in first instance, was
protecting its own interests (management entrenchment hypothesis). However,
because of all its measures, they got Mittal to pay a 93% premium over market
price when the deal began. So, the result was unquestionably in favor of the
interest of the shareholders (shareholder interest hypothesis).
At last, but not least, it is important to highlight that Arcelors Board of
Director could have done more to avoid this acquisition, not once the offer
was launched, but previously (e.g. shark repellents and poison pills).
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Mergers and Acquisitions (FN 311) Jess Saracho Aguirre (Int. Student)
6. LIST OF REFERENCES
DePamphilis, D., 2012. Mergers, Acquisitions and Other Restructuring
Activities. Academic Press, San Diego.
Gaughan, P., 2011. Mergers, Acquisitions and Corporate Restructurings. John
Wiley & Sons Ltd, New Jersey.
Morck, R. M., Shleifer, A., Vishny, R.W., 1988. Characteristics of targets of
hostile and friendly takeovers in Alan J. Auerbach, ed., Corporate Takeovers:
Causes and Consequences, National Bureau of Economic Research, Chicago.
Reed Lajoux, A., Nesvold, H. P., 2006. The Art of M&A Structuring. Techniques
for Mitigating Financial, Tax, and Legal Risk. McGraw-Hill, New York.
Sudarsanam, S., Mahate, A. A., 2006. Are Friendly Acquisitions Too Bad for
Shareholders and Managers? Long-Term Value Creation and Top
Management Turnover in Hostile and Friendly Acquirers. British Journal of
Management, London.
Zarin, S., Yang, E., 2011. Mergers and Acquisitions: Hostile takeovers and
defense strategies against them. International Business, University of
Gothenburg.
Weston, J.F., Mitchell, M.L., Mulherin J.H., 2004. Takeovers, Restructuring, andCorporate Governance. Pearson Prentice Hall, New Jersey.