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Two-tier and negotiated tender offers: The imprisonment of the free-riding shareholder

Journal of Financial Economics 1987 19(2), 283-310
We measure the differential effects on shareholder wealth and tendering behavior of any-or-all, two-tier and partial tender offers and find no evidence that shareholders are disadvantaged by front-end-loaded corporate takeovers. Shareholders fare as well when the terms of an offer for control are negotiated with target-firm management as when they are not. Most cash tender offers executed between 1981 and 1984 were negotiated, and almost all two-tier offers were negotiated.