Hostile Takeovers

A hostile takeover is a bid launched without target-board support, typically via a hostile tender offer, a proxy fight to change the board, or both. Hostile processes often create wider, more volatile spreads because outcomes depend on shareholder alignment, defence measures, regulatory scrutiny and the bidder’s financing and resolve -not just fundamentals.

What we do in hostile and contested M&A

Manalo Advisors provides independent research on hostile takeovers and contested M&A for hedge funds and institutional investors. We translate bid dynamics, defence tactics and legal process into probabilities, timelines and price impacts you can trade—across the US (Williams Act/SEC), UK (Takeover Code/Panel) and other major jurisdictions.

We assess vulnerabilities, a given offer’s strategic attractiveness, any valuation weaknesses and anticipated attack and defense mechanisms employed by the parties, including proxy fights, poison pills and white knights, among others. We assess whether a hostile bid can succeed, at what price, and on what timetable. That includes:

  • Bid and defence mapping: initial terms, likely sweeteners, white-knight risk, poison pill (US), staggered boards, litigation posture, and settlement paths.
  • Shareholder register analysis: top holders, crossover arb interest, activists, long-only signals, governance sensitivities, and passives’ likely stance.
  • Process and mechanics: Schedule TO/13D (US), Rule 2.4/2.7/2.8 and put-up-or-shut-up (UK), mandatory bids, acceptance thresholds, squeeze-out mechanics, appraisal or dissent rights where relevant.
  • Regulatory overlay: antitrust/merger control, FDI/CFIUS, sectoral approvals—and how timing interacts with outside dates.

We convert these factors into scenario odds (win as structured, re-cut, superior bid, board-backed alternative, litigate/abandon) and the break-price implications for both target and acquirer.

Our approach

  • Document-first: offer documents, merger/takeover terms, defence measures, litigation and Panel/SEC records.
  • Governance evidence: registers, activist posture, proxy-advisor influence and precedent outcomes.
  • Valuation & path: sweeteners, rival bids, board changes and timeline-dependent spread analysis.
  • Quant tools: proprietary break-price model and probability trees tied to catalysts.

If you are a qualified investor and would like to know more on our expertise in hostile takeovers, please get in touch.


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