Research On Tender Offers Of Listed Company

Tender offer, one of the most important types of acquisition in the worldwide securities market, issues to all the shareholders openly in order to control the target. The vital character of tender offer is that all the shareholders gain the information equally, then the shareholders free to make decisions. So it is thought as normative and complete marketed acquisition method. For the limit of undeveloped capital market, tender offer of China is in initial stages. With "The Act of Listed Companies Acquisition" carried into effect, tender offer developing rapidly has become one of the most important methods in listed companies mergers and acquisition. But research of China only stays in the disclosure of tender offer. This thesis tries to do some theoretical and empirical research on tender offer process in a view of bidder in order to explore the strategy of tender offer which is feasible to the capital market of China.The main contents of this thesis are as follows:Chapter â…  : Introduction. This chapter tells the background and the significance of the study, and defines the fundamental concepts of tender offer, and compares the different types of acquisition. Finally it points out the main research thread, basic content and mostly innovations.Chapter â…¡: A summary of past studies on motives for tender offer. Firstly, it sums up the main theories of the market for corporate control to illustrate the supervision functions of tender offer. And a conclusion can be drawn that the characters of the market for corporate control induce the different types of acquisition, by analyzing the market for corporate control in the world. Then it elaborates the related theories on tender offer, from the view of changes in total returns. Finally, it discusses the effects on bidders or target firms, which is taken by successful or unsuccessful tender offers.Chapter â…¢: Large shareholders launch tender offer. Free-rider problem is common to the publicly held corporations, and tender offer can provide an external and effective control mechanism to improve corporate governance. In the same way, there is a free-rider problem in tender offer process, and researchers believe the existence of large shareholders can overcome this problem. But the state holds the stocks of listed companies in China in the overwhelming majority. This chapter analyzes the possibility of tender offer in the situation of large shareholders obtaining control. By introducing the private benefit, we build up a model of large shareholders maximal value, and draw a conclusion that the costs of tender offer must be smaller than expropriation costs, which is a prerequisite of tender offer. Finally, we extend the research on listedcompanies going private in Hongkong stock market in order to explain the model.Chapter IV: The choice of takeover methods. For takeover resist induces more expensive tender offer costs, firstly this chapter studies the motives and strategy of takeover defense carried by managers of the targets, then builds up a model of the takeover process to ensure the returns of bidders maximal, which decides the choice of takeover methods ---- friendly or hostile.Chapter V : Case studies of tender offer. This chapter analyzes the skills and the strategy of takeover bid and the vital factors which affect success chance of tender offer, then evaluates the process and result of takeover by studying four typical cases.Chapter VI: Research on tender offer in China stock market. This chapter mainly analyzes recent developments and regulations of tender offer in China, effects on listed shareholders in the situation of classified tender offer, then points out some problems of the system and introduces policy suggestions to enhance the system.Chapter VD: Conclusion. This chapter restates the main conclusions of the thesis and points out some questions need to be studied in the future.