Specifically, the enterprise's anti-takeover strategy is as follows: If the target company knows before hostile takeover, the operator can take some active management preventive measures, mainly including:
(1) Amend the Articles of Association to resist hostile takeovers from outside. This includes stipulating that directors should be re-elected by stages, that major decisions should be agreed by more equity representatives, and that directors' qualifications should be restricted, thus making it more difficult for the acquirer to control the company.
(2) Circulating shareholding and stabilizing the ownership structure. In order to prevent the listed company's equity from being too dispersed, the company can adopt the form of cross-shareholding equity distribution. That is, affiliated companies, closely related companies hold part of each other's shares. Once one of the companies is acquired, it is easy to form a "chain ship" effect between the holding companies, thus greatly enhancing the strength of the anti-acquirer. However, its disadvantage is that mutual shareholding often costs more money, thus affecting the company's cash flow.
(3) The white knight bid up the company's share price. The so-called "white knight" refers to the role of "hero to save the United States" who is usually closely related to the target company and comes forward at a critical moment. In the face of hostile takeover offer, White Knight is willing to support higher price to buy shares of the target company, which will inevitably lead to higher purchase price. Finally, either the hostile acquirer admits the acquisition failure and withdraws from the competition; Either you have to pay a higher purchase price to achieve your goal. The role of the white knight is to force the acquirer to increase the acquisition capital and acquisition cost, thus automatically dispelling the idea of acquisition.
(4) parkman defense. That is, the acquired party takes the attack as the defense, launches an attack on the acquirer, acquires the other party's shares, and turns passivity into initiative. However, this kind of attack is very risky, and the anti-acquirer itself needs to have strong financial strength and external financing ability. At the same time, the acquirer should also have the conditions to be acquired in terms of financial status, shareholding structure and stock market price.
(5) Poison pill strategy. Poison pill refers to the regulations made by the target company on the acquisition, which is extremely unfavorable to its control and even takes actions that seriously harm itself, just like a dose of "poison". If the purchaser wants to buy, he must promise to swallow the poison pill. The typical practice of poison pill strategy is to place a right to the shareholders or well-connected customers of the company, that is, to issue creditor's rights with warrants. When the company is threatened, bondholders can buy a certain number of new shares sold at preferential prices. In this way, the total number of shares has increased and the acquisition cost has increased. At the same time, the acquirer is discriminatorily excluded from the subscription scope of new shares, effectively diluting the shares owned by the attacker. This is also a strategy of anti-takeover of listed companies, specifically:
(1) Share repurchase. That is, the defense method to change the capital structure by repurchasing the shares issued by the company on a large scale. Once a large number of shares are repurchased, the number of shares circulating outside the company decreases and the stock price generally rises. If the target company offers to buy back its shares at a price higher than the buyer's bid, the buyer will also have to raise the purchase price, which will make its acquisition more difficult. China's "Company Law" stipulates: "A company may not buy its shares, except that it cancels its shares or merges with other companies holding its shares in order to reduce capital." Obviously, China still has the conditions to buy back shares.
(2) Employee stock ownership plan. That is, the company encourages employees to hold shares in the company, and employees will not easily sell their shares in the company for their own work and future. If the employee holds a large amount of shares, then the defense line of the target company will be stronger.
In a word, the anti-takeover strategies of enterprises are various. It is worth noting that when the target company formulates its own anti-takeover plan, it must pay attention to the attitude of local laws towards this plan and perform legal procedures and steps. Because the securities laws of various countries stipulate that when arranging anti-takeover measures, the management of the target company must fully protect the legitimate rights and interests of shareholders (especially small and medium shareholders) from infringement, and must not sacrifice the interests of shareholders because of the private interests of directors and managers.