Types of OPA. It is never mandatory to attend
Feb 8, 2009
A bid is an offer made by the prospective buyer to the current shareholders of a company, which are entirely free to accept or not. If you do not continue to accept the shares in its possession and remain shareholders of the company, whether the remaining shareholders the takeover bid or not go. There are times in practice there is no choice but to accept the bid, although not legally binding. Situations that can occur in a tender offer for 100% of a company are:
1. OPA's exclusion Exchange: In this case there is no choice but to accept. The shares are no longer listed 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 the shares are held can move from the usual 5-10 euros per year to 200, 500 or 1000, 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 to contact someone who wants to buy (by a press advertisement, cosultando to the company, etc.). And sell them through a private contract, perhaps by going to a notary. So, it is almost impossible to sell and the costs are much higher than those of a stock. Capping the price to be negotiated for you because you are not listed (and not wanting to sell as much strength in a given negotiation)
* It is very 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 the best (or least bad) is going to the OPA and forget. Remain as a shareholder is only possible for large investors who have a vast knowledge of the company. I remember the case of exclusion on the OPA Cortefiel. Bestinver was 2-3% of the capital was threatened and the buyer to launch a takeover bid does not go with if the price went up. I do not remember if it came at the end or not, but a case can be justified to go. For a small investor is an error to stay within a company, though money going to lose the bid.
2. OPA's not exclusive: In this case we can distinguish 2 situations:
* A) The launching the takeover bid is made with the majority holding (greater than approximately 95%): If, before the closing date for acceptance is expected to be given this situation it is best to go to bid (almost always there may be exceptions). Anyway, as the company remains listed if you have not accepted the offer can be sold the shares on the market at any time after completing the takeover. Usually at the end of that trading is similar to the bid price offered in the bid (almost always a little lower, but it's very rare that large drops). In this case we do not have none of the disadvantages that occur when you remove the stock, except for the loss of interest in the vast majority of analysts and investors by the company. This makes the reduction of the information about the company and the price moves further along the interests of the majority shareholder that benefits and macroecómicos data. Typically, the majority shareholder who is not interested in a large drop in the price (per accounting issues), but usually not as many people who want to buy in such a situation, it is likely that if we do not sell wasting time, since these companies typically have a below average revaluation of the market (there are exceptions but that, exceptions).
* B) The launching the takeover bid is not made with the majority of the capital and the company usually continues quoting: In this situation there is no problem in continuing operations. The liquidity of the action generally lower 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 appreciation of the stock exchange without any problems.