This is the accepted version of the paper.This version of the publication may differ from the final published version. Abstract This paper investigates the e¤ect of potential competition on takeovers which we model as a bargaining game with alternating o¤ers where calling an auction represents an outside option for each bidder at each stage of the game. The model aims to answer three main questions: who wins the takeover? when? and how?
PermanentOur results are able to explain why the takeover premium resulting from a negotiated deal is not signi…cantly di¤erent from that resulting from an auction, and why tender o¤ers are rarely observed in reality. Furthermore, the model allows us to draw conclusions on how other dimensions of the takeover process, such as termination fees, target resistance and tender o¤er costs, a¤ect its dynamics and outcome.