creeping acquisition definition

This provision might specify that if a single entity or person acquires a company stake of 15% or more, the company will implement a share issuance. At that time, all other shareholders become eligible to acquire additional shares for a large discount or for free. An acquiring company may pursue an opportunistic takeover, where it believes the target is well priced.

• The strategy of a creeping takeover is to gradually acquire shares of the target through the open market, with the goal of gaining a controlling interest.
• A creeping tender offer is the gradual accumulation of a target company’s shares, with the intent of acquiring control over the company or obtaining a significant voting block within it.
• Adam received his master’s in economics from The New School for Social Research and his Ph.D. from the University of Wisconsin-Madison in sociology.
• Creeping takeovers may also involve activists who increasingly buy shares of a company with the intent of creating value through management changes.
• In Canada, the law has a business justifications defence for abuse of dominance, meaning that a company can pursue serial acquisitions that harm competition if it claims they are improving efficiency.

In mergers and acquisitions, a creeping takeover is when a company openly purchases shares of another company over a period of time with the intention of acquiring a controlling interest. As such, to avoid having to submit a tender offer to the target company’s shareholders and file any paperwork with the SEC, the acquirer will purchase the shares of the target slowly over time. A creeping tender offer is the gradual accumulation of a target company’s shares, with the intent of acquiring control over the company or obtaining a significant voting block within it. A creeping tender offer is conducted through the purchase of shares on the open market, rather than through a formal tender offer.

Pros And Cons of Creeping Takeovers

This took place between 2005 and 2008, wherein Porsche started to buy shares of Volkswagen from the open market slowly. First, the company holding the shares can still pressure the target company to buy back the equity at a higher price. This may work as; even if the acquiring company does not have the majority, they will still own a large enough block of shares to have some degree of influence. The acquirer must comply with the securities laws and regulations and disclose its interest in the target company when it exceeds certain thresholds. Canada can look to the U.K., which has taken a sectoral approach to regulating serial acquisitions in the grocery sector. Requires large grocery retailers to notify its Office of Fair Trading of any acquisition of another grocery store with 1,000 square metres or more of retail space.

With these takeovers, the acquiring company usually increases its market share, achieves economies of scale, reduces costs, and increases profits through synergies. One of the most popular examples of such a takeover is the Volkswagen-Porsche attempt where Porsche was gradually buying Volkswagen shares on the open market to gain control of the business. This went on for a while until Porsche had a decent block of shares of Volkswagen, finally publicly revealing that it was trying to take control of Volkswagen. The 2008 financial crisis, however, prevented the takeover attempt, and Porsche couldn’t successfully acquire the Volkswagen Group.

What are friendly and creeping takeovers?

The computation of the prices as per the above stated regulation will lead to a wide gap between the pricing at the beginning of the twenty-six week period and the current price when the company raises funds. In contrast, a hostile takeover is when a company is acquired by another entity against the former’s wishes. A creeping takeover is named as such because it is done gradually, effectively gaining control of the company against its will.

A creeping takeover also, known as a creeping tender offer, is a hostile takeover strategy in which the acquirer gradually purchases the target company’s shares. This process is done on the open market with the ultimate aim of gaining a controlling interest in the target company. We find that a rights issue often follows a year in which the promoter has realized a loss of shareholdings. During this time of stock market crises, the stock prices of many companies have dropped sharply from their respective all-time high values recorded 6 months back.

By discouraging a motivated buyer from buying more company stock, a poison pill is likely to leave a share price lower than it would be otherwise, at least in the short run. Courts have ruled that poison pills are a legitimate defense against such attempts to circumvent a company board’s prerogatives. While takeovers are still commonplace, hostile takeovers are not as common as they used to be because of tools like poison pills. Reverse takeovers provide a way for a private company to go public without having to take on the risk or added expense of going through an initial public offering (IPO).

If the takeover attempt is unsuccessful, the company originally attempting the takeover is stuck with a large block of shares of the target company. These shares essentially become useless, as the firm did not succeed in gaining control of the target company. This type of takeover is often preferred due to how cheap it is compared to other methods.

Whether the relaxation in open offer is actually encouraging when read with the pricing norms under ICDR Regulations?

European legislation should provide an optional regime whereby companies can select effective arrangements to thwart or limit creeping acquisitions. Any acquisition of further shares or voting rights creeping acquisition meaning beyond 5% shall require the acquirer to make an open offer. Further, for the purpose of creeping acquisition, SEBI considers gross acquisitions only notwithstanding any intermittent fall.

Courts have upheld poison pills as a legitimate defense by corporate boards, which are not obligated to accept any offer they do not deem to be in the company’s long-term interest. The Australian Government released its discussion paper on ‘Creeping Acquisitions – The Way Forward’ on 6 May 2009. The paper proposes adding a new limb to the merger test in section 50 of the Trade Practices Act that will prohibit corporations that have a substantial degree of power in a market making acquisitions that ‘enhance’ their market power. This article outlines the proposals in the latest discussion paper and the potential implications for businesses if those proposals are adopted. The 50% is thus important benchmark businesses need to consider while going for creeping takeovers.

In a takeover, the company making the bid is the acquirer and the company it wishes to take control of is called the target. However, as made clear in this case, there is no guarantee of a successful acquisition. Furthermore, the takeover attempt led to a liquidity crisis for Porsche, as they were left with a large block of shares with no way to gain control and complete the acquisition. Thus, a creeping takeover avoids the regulations of a tender offer, saving the investor time and money. This approach can mean that the failure of an acquisition bid will leave the acquirer with a large block of stock that it will presumably have to liquidate at some point in the future, possibly at a loss.

What is a Creeping Tender Offer?

Mega-mergers such as the controversial Rogers-Shaw deal or Canadian Pacific’s acquisition of Kansas City Southern Railway have caused a public outcry and pushback from regulators as concentration increases in Canada. This basically doubles the number of outstanding shares—or come close to doubling it—and cuts that party’s stake in half, averting the takeover. However, there may be restrictions on what an issuer may do with bonds so purchased.

However, it may still be possible to apply pressure on the target company to force the repurchase of the shares at a sufficiently high price to avoid a loss, or even generate a profit. The new option will consider the weighted average price of equity shares preceding 12 weeks instead of the preceding 26 weeks and therefore reflect the accurate price during the pandemic period. This may prove to be the solution to above crises,making fundraising through preferential issue easier for the corporates and simultaneously encouraging the promoters as well to infuse funds.

To help the Competition Bureau better identify rollups, we could draw inspiration from the U.K.’s system by setting specific merger notification rules for those sectors where rollup strategies are common. Private equity funds are known to use these “rollup” strategies, often pursuing disaggregated industries and consolidating them for “efficiencies” and economies of scale. But another often-untold reason is to aggregate market power, which givens these companies the ability to charge consumers more for products and services, and to extract lower prices from suppliers.

As a result, many small deals may lead to significant concentration within an industry without triggering an automatic review by regulators, although the bureau does have the power to review any merger or acquisition. Companies with poison pill defenses have tended to garner higher takeover premiums than those without them. Industrial gasses supplier Airgas, which deployed a poison pill to resist a hostile takeover by rival Air Products and Chemicals Inc. (APD) in a landmark legal battle, sold four years later to Air Liquide for more than twice as much as Air Products offered.

Why Use A Creeping Takeover Strategy

We find that promoters use rights issues that do not have specific objectives for purposes of realizing an increase in their shareholdings. “Poison pill” is a colloquial term for a defense strategy used by the directors of a public company to prevent activist investors, competitors, or other would-be acquirers from taking control of the company by buying up large amounts of its stock. If it wants to get a controlling stake, it would want to cross the 50% threshold and gain a majority. In some countries, however, certain regulations govern this process and require that companies offer a formal bid upon acquiring a certain percentage of equity.

The first advantage is that the acquirer does not have to acquire a substantial number of the target’s shares by submitting a tender offer. In the United States, some companies intentionally acquire small blocks of shares of a target company specifically to circumvent the requirements of the Williams Act. Take, for example, Park Lawn Corporation (PLC), the second-largest publicly traded funeral, cremation and cemetery provider in North America, and the fastest-growing company in the industry. Since 2013, PLC has grown from six locations to more than 304 across Canada and the U.S., as of November 2022. This occurred through a high volume of small acquisitions, most of which were too small to have been reported to the Competition Bureau or to U.S. regulators at the Federal Trade Commission.

Schnatter filed suit over some of the poison pill’s provisions, settling it the following year along with other litigation against the company. Poison pills can also shield underperforming board members from shareholder efforts to replace them. The good news on that score is that replacing a company board in a proxy contest can make a poison pill go away, if the new board so chooses.