Tuesday, July 3, 2012
Types of OPA. It is never restricted to using
A bid is an offer made by the prospective buyer to existing shareholders of a company, which are completely free to accept or not. If you do not agree to continue with the actions in their power and remain shareholders of the company, regardless of whether the other shareholders go or not to bid. Sometimes in practice no choice but to accept the bid, although not legally binding. The situations may arise in a takeover bid for 100% of a company are:
OPA's exclusion Exchange: In this case no choice but to accept. The shares cease trading on stock 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 in which are deposited the shares can be transferred from the usual 5-10 per year to 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 to contact someone who wants to buy (by placing an advertisement in the press, cosultando to the company, etc..) And sell them through a private contract, perhaps going to a notary. In other words, it is almost impossible to sell and it costs far exceed those of a stock exchange transaction. To top it off, the price should be negotiated face to face because there is no official listing (and want to sell as no one gives much strength in negotiation)
It is quite 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 legally binding, ie the balance sheet and profit and loss account (they are a string of 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 great knowledge of the company. I remember the case of delisting offer on Cortefiel. Bestinver had 2-3% of capital and threats to the buyer was launched by the OPA to stay away if prices rose. I do not remember if the end came or not, but in such a case might be justified to go. For a small investor is a mistake to stay within a company, so even if you lose money going to the OPA.
OPA's not exclusion: In this case we can distinguish two situations:
a) The OPA throwing is done with a majority stake (over 95% approximately): If before closing the acceptance period is expected to go to give this situation the best is to visit the OPA (almost always may be exceptions). However, as the company remains publicly traded, if the bid is accepted you can sell the shares on the market at any time after completing the takeover. Typically, the quote at the end of the OPA is similar to the price offered in the tender offer (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 stock company, except the loss of interest of the vast majority of analysts and investors by the company. This causes a reduction in information about the company and the share price move more following shareholder interests that benefits and macroecómicos data. Typically, the majority shareholder is not interested in a large drop in the price (for accounting issues), but as there is usually not many people who want to buy in such a situation, it is likely that if we do not sell wasting time as these companies tend to have below average appreciation of the market (there are exceptions but they are just that, exceptions).
b) throwing the OPA is not done with most of the capital and the company still trading normally: In this situation there is no problem in continuing with the actions. The liquidity of the stock tends to drop but is 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 an above average appreciation of the stock market without any problem.
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