Tuesday, February 19, 2008

Hostile Takeover Attempts "I'm Going to Disneyland!"



I think it's a good idea to own stock in the Walt Disney Company if you have children in your household. It teaches them how a corporation is run, how to read the financial statements, how to invest their money, and learn about new movies and rides that are coming out before the general public does. Kids can easily identify with the movies, T.V. and theme parks that are run by Disney.

I remember sitting in the theater when the first Pirates of The Carribean movie came out. When it was over, my oldest son who was eight or nine at the time turned to me and goes, "we are going to make so much money off of this!" Here, I was just thinking about where I could put a tattoo of Captain Jack's name on my body! Anyone who can take a drunk, slightly effeminate pirate with bad teeth and make him that appealing deserves an Acadamy Award!

Growing up my parents kept stock in Disney and we would go to the annual stockholders meeting at the Anaheim Convention Center. This is how I became interested in Corporate Finance and Investments. Children were welcome to stand up and ask questions of the Board of Directors or make suggestions. At the time they would always show a movie that was "in the works" and give shareholders free passes to Disneyland across the road there. They don't do this anymore, I think the shareholder's meeting is in New Mexico this year--I'm sure Alburquerque will be just as much fun as going to Disneyland.

One year at the annual shareholders meeting for the Disney Company, A group of Corporate Raiders had been buying up shares of the company and tried to take it over. The word was that they were going to buy up Disney and then dismantle it, selling off it's various attributes. At that time The Walt Disney Company lacked vision and innovation in it's leadership, especially in it's movie making capacity. It became a target for a hostile takeover attempt.

When a company wants to grow either in a new direction or expand in the same capacity it will look to a another company that has the attributes that are desirable for it's expansion and try to buy it. The buyer can go directly to the management and make an offer or it can bypass the management and make a tender offer to it's shareholders. This becomes a hostile takeover attempt. They will make a statement offering to buy each share of stock for a certain amount of money--usually a great deal more than it's worth. The aquisition company will attempt to buy up as much of the target company's stock as to have a controlling share of the company and take it over.
Can the target company prevent a hostile takeover from occuring? If a company is the target of an aquisition there are measures that they can take to prevent the action.

  • Pac-Man: This is where the targeted company turns around and attacks the company by buying up it's shares in an attempt to take control of the attacking company.

  • The White knight: At the request of the company being targeted for takeover another company can come in and buy up shares at a higher value than the aquisition company coming to the rescue of the target company.

  • Poison Pill: The target can issue stock to it's investors (except the aquiring firm) at a discount so that there are more shares that are out there for the aquiring firm to have to purchase making the buyout more expensive.

  • Golden Parachute: This is a provision where the aquiring firm will have to pay the management of the target company large sums of money if a takeover happens.

  • Suicide Pill: The target company will ruin the company rather than let it be bought out.

At the end of the day The Bass Brother from Texas came in to Disney and bought a controling interest saving Disney from a hostile takeover. The new management team of Micheal Eisner, Jeffery Katzenberg, and Frank Wells was introduced. Over the following years the company was revitalized with the new leadership and vision.









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