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The term is often used broadly to include a range of defenses, including issuing both additional debt to make the target less attractive and stock options to employees that vest upon a merger.

A hostile takeover can be a difficult and lengthy process and attempts often end up unsuccessful. In , for example, billionaire activist investor Carl Icahn attempted three separate bids to acquire household goods giant, Clorox, which rejected each one and introduced a new shareholder rights plan in its defense.

Genzyme produced drugs for the treatment of rare genetic disorders and Sanofi-Aventis saw the company as a means to expand into a niche industry and broaden its product offering.

After friendly takeover offers were unsuccessful as Genzyme rebuffed Sanofi-Aventis's advances, Sanofi-Aventis went directly to the shareholders, paid a premium for the shares, added in contingent value rights , and ended up acquiring Genzyme.

Federal Reserve Bank of St. Accessed Nov. The Clorox Company. Investing Essentials. Investopedia uses cookies to provide you with a great user experience.

By using Investopedia, you accept our. Your Money. Personal Finance. Your Practice. Popular Courses. What Is a Hostile Takeover?

Key Takeaways A hostile takeover is when an acquiring company attempts to takeover a target company against the wishes of the target company's management.

To defend itself against the acquirer, a target company can also deploy a variety of strategies. Some of the more colorfully named tactics are the Pac-Man defense, the crown-jewel defense, or the golden parachute.

Here are three examples of some of the biggest hostile takeovers of all-time and the strategies used by companies to gain the upper hand.

The United Kingdom's business secretary, Lord Mandelson, said the government would oppose any offer that did not grant the famed British confectioner the respect it was due.

Eventually, Cadbury relented and in March the two companies finalized the takeover. Of major concern was the lack of transparency in Kraft's offer and what its intentions were for Cadbury post-purchase.

The takeover quickly turned hostile as both sides traded lawsuits and accusations. InBev filed to have Anheuser-Busch's entire board of directors fired as part of a proxy battle to gain control of the company.

One reason for an acquiring company to target another company in a hostile takeover is to use the acquisition to obtain valuable technology or research.

This strategy can help jumpstart the acquiring company's ability to enter new markets. At the time, Genzyme had developed several drugs to treat rare genetic disorders.

The biotech also had several more drugs in its research and development pipeline. Sanofi-Aventis was eager to expand its presence in what it believed was a lucrative niche and saw Genzyme as a prime takeover target.

After approaching Genzyme's management several times with a friendly takeover proposal and being rebuffed, Sanofi-Aventis decided to increase pressure by embarking on a hostile takeover.

Sanofi-Aventis Chief Executive Officer, Chris Viehbacher, began courting Genzyme's major shareholders directly, meeting with them privately to gather support for the acquisition.

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Sanofi-Aventis Chief Executive Officer, Chris Viehbacher, began courting Genzyme's major shareholders directly, meeting with them privately to gather support for the acquisition.

The company sweetened the deal by offering shareholders contingent value rights. The New York Times. The Guardian. LA Times. Investing Essentials.

Investopedia uses cookies to provide you with a great user experience. By using Investopedia, you accept our. Your Money. Personal Finance.

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Related Articles. Friendly Takeover. Partner Links. Related Terms Hostile Takeover A hostile takeover is the acquisition of one company by another without approval from the target company's management.

Employees may be more likely to vote with management, which is why this can be a successful defense.

In a crown jewel defense, a provision of the company's bylaws requires the sale of the most valuable assets if there is a hostile takeover, thereby making it less attractive as a takeover opportunity.

The buyer who triggered the defense, usually the acquiring company, is excluded from the discount. The term is often used broadly to include a range of defenses, including issuing both additional debt to make the target less attractive and stock options to employees that vest upon a merger.

A hostile takeover can be a difficult and lengthy process and attempts often end up unsuccessful. In , for example, billionaire activist investor Carl Icahn attempted three separate bids to acquire household goods giant, Clorox, which rejected each one and introduced a new shareholder rights plan in its defense.

Genzyme produced drugs for the treatment of rare genetic disorders and Sanofi-Aventis saw the company as a means to expand into a niche industry and broaden its product offering.

After friendly takeover offers were unsuccessful as Genzyme rebuffed Sanofi-Aventis's advances, Sanofi-Aventis went directly to the shareholders, paid a premium for the shares, added in contingent value rights , and ended up acquiring Genzyme.

Federal Reserve Bank of St. Accessed Nov. The Clorox Company. Investing Essentials. Investopedia uses cookies to provide you with a great user experience.

By using Investopedia, you accept our. Your Money. Personal Finance. Your Practice. Popular Courses. What Is a Hostile Takeover?

Key Takeaways A hostile takeover is when an acquiring company attempts to takeover a target company against the wishes of the target company's management.

An acquiring company can achieve a hostile takeover by going directly to the target company's shareholders or fighting to replace its management. A tender offer and a proxy fight are two methods in achieving a hostile takeover.

Target companies can use certain defenses, such as the poison pill or a golden parachute, to ward off hostile takeovers. Article Sources.

Investopedia requires writers to use primary sources to support their work.

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