Types of OPA. It is never required to go
25 September 2009A bid is an offer that makes the prospective buyer to existing shareholders of a company, which are completely free to accept or not. Please continue to accept shares in its power and remain shareholders of the company, regardless of whether the other shareholders the takeover bid go or not. Sometimes in practice no choice but to accept the takeover bid, although not legally binding. The situations that can occur in a takeover bid for 100% of a company are:
1. OPA’s exclusion Exchange: In this case no choice but to accept. Shares on the stock exchange stop at the end of the OPA, which creates several problems when you decide to continue as a shareholder of the company:
* The deposit and custody fees charged by the bank that are deposited shares can go from 5-10 per year normal of 200, 500 or 1,000, depending on the bank and the amount of shares.
* All analysts and banks fail to follow the company, making it almost impossible to get information.
* The only way to sell the shares is contact with someone who wants to buy (by placing an advertisement in the press, cosultando to the company, etc.). And sold through a private contract, possibly resorting to a notary. So, it is almost impossible to sell and it costs far exceed those of a stock. To top it off, the price should be negotiated face to face because there is no official listing (and want to sell as much force does not in negotiation)
* It is possible that the company no longer edit the traditional annual report in which it reports on the progress of the company and the only documentation available is the legally binding, ie the balance sheet and profit and loss account (they are a string numbers incomprehensible to those who are not experts in accounting).
All these difficulties make it better (or less bad) is going to the OPA and forget. Remain as a shareholder is only possible for large investors who have a great knowledge of the company. I remember the case of exclusion on Cortefiel bid. Bestinver was 2-3% of capital and threaten the buyer was the takeover bid launched to boycott if the price rose. I do not remember whether or not the end came, but in such a case might be justified to go. For a small investor is a mistake to stay within a company as well, although you lose money going to the OPA.
2. OPA’s NOT for exclusion: In this case we can distinguish 2 situations:
* A) launches a takeover bid that is made with a majority shareholding (> 95% approximately): If before the close of the acceptance period is expected to be given this situation it is best to go to the takeover (often There may be exceptions). Anyway, as the company continues to be publicly listed, if you have not accepted the takeover bid may sell the shares on the market at any time after completing the takeover bid. Typically, the price at the end of the OPA is similar to the price offered by the OPA (almost always a little lower, but it is very rare to have big drops). In this case we have none of the disadvantages that occur when removing the bag company, except for the loss of interest of the majority of analysts and investors for the company. This causes a reduction in information about the company and the share price to move further along the interests of the shareholder that benefits and macroecómicos data. Typically, the majority shareholder is not interested in a big drop in the price (for accounting issues), but as also unlikely to have many people who want to buy into a situation, it is likely that if we sell we are wasting time, as these companies tend to have below average appreciation of the market (there are exceptions but are just that, exceptions).
* B) launching a takeover bid is not made with a majority shareholding and the company still trading normally: In this situation there is no problem in continuing operations. The liquidity of the stock tends to drop but still more than enough for any investor. Analysts following the company continues normally. There are many companies that have a single shareholder has more than 51% (Acciona, OHL, Banesto, Zardoya Otis, etc). This situation can be prolonged indefinitely and the company may have a higher than average revaluation of the stock exchange without any problems.
