The Hostile Bid

What this pack runs.

A hostile bid is an offer for the whole company that the board did not invite and has said no to, made or threatened over the board's head. Refusing it is normal and frequently right. What makes it a decision rather than a reflex is what the rejection asserts: that the company is worth more per share on its own plan than the number on the table, which is a claim with two numbers in it, the plan's value and the defense's cost, and the rejection letter almost never contains either. The room compares the bid to last month's share price and argues about the premium; eighteen percent was thin for Unilever and sixty-two percent was refused by Yahoo, which is the whole reason the premium is not the test. This pack turns the claim into arithmetic. What the company is worth per share on its own plan, discounted from the plan's year and with the dividends received while waiting, less the bid, less what defending costs once and a year, is what refusing is worth. Because the plan's value is linear in how much of it arrives, the whole decision reduces to one figure: the break-even shortfall, how far the plan can fall short before the bid was the better price, read beside how far the company's last three plans actually fell short. A defense priced per share over the plan's years is the half of the decision no one computes, and in three of the nine sourced cases its price is stated in dollars: about $4 billion of debt, $328 million in cash, and 40 percent of the company. It stops on two halts: the board has no per-share number of its own with a year and a signature, and no one has priced the defense.

The casebooks these cases come from.

The pack reads nine sourced decisions through the framework. They are drawn from these casebooks, each one a set of verified records on a single decision type.

A verified record has passed a mechanical claim-versus-source check, a second model's read, and human approval. The count is what exists today, not a target.