Corporate mergers are often fraught with uncertainty… But two things are virtual locks: The companies will get sued by shareholders unhappy with some aspect of the deal, and eventually they will settle with the offended parties without significant changes to the transaction.
Shareholders challenged 94% of U.S. public-company deals last year, up from 44% in 2007… The vast majority of these cases settle…with no bump in the deal price. Instead, companies agree to disclose more details and pay shareholders' attorneys' fees, which averaged $500,000 last year…
…Out of more than 380 challenged deals since 2011, only four—about 1%—yielded more money for shareholders in court…
* Adjusted for cash/debt on acquired company’s balance sheet.
‡ Relative to “unaffected” share price in cases where a buyout offer or auction was made public; excludes contingent values unless otherwise specified.
® Reverse merger with private or non-US company.
s Premium excludes contingent fees and is calculated from 12/13/13 close, the day before ENDP offer.
t For 42% of company not already owned.
u Includes $1.7B assumption of debt; premium relative to 3/27/12 close, when Bloomberg reported BMY bid. AZN pays BMY $3.4B to put AMLN’s portfolio into 50/50 JV.
v Excluding CVR of $4-14/sh; premium relative to 7/22/10 close.
w For 44% of DNA not already owned.
x Price includes entire deal in three stages; 17% premium is the blended avg price of NVS’ purchases ($164) relative to ACL’s market price 4/4/08 immediately prior to announcement of first stage of deal.
y Includes $0.45/sh of contingent payments.
z Liquidated by Deerfield following failed merger with Archemix.