Transaction Comps - Types of Public M&A Transactions
- 01:34
Understand the difference between tender offer and scheme of arrangement.
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There are two types of public M&A transactions. A public offer and a scheme of arrangements A tender offer is a hostile bid for a publicly quoted company Because of the hostile nature, there are strict rules for the process and information flow One of these is that once you get to 30% holding, you have to make a bid to the other 70% of shareholders If you do manage to convince 90% of shareholders, then the other 10% can be squeezed out Thus there's a 90% squeeze out threshold Because of this 90% squeeze out being quite so high, the tender offer provides strong protection for minority shareholders And therefore it's a lot of work for bidders to get to this level A tender offer is lead by the bidder and they directly approach the target shareholders, going around the targets management A scheme of arrangement is slightly different This is a bid for a public company through the courts Now this is actually done, by the target company's board towards the target shareholders So this is a friendly takeover, this is where a bidder takes on the target's board They both agree that it should go ahead and we now want to try and convince the target shareholders It's very common in Europe and some Asian counties but still seen in African counties and Australia as well The squeeze out threshold here is much lower, it's at 75% Thus there's less protection for minority shareholders and it's easier for bidders to squeeze out the remaining 25%