PAC MAN Defense

Pac-man Defense strategy is adopted by the targeted companies to safe themselves from the hostile takeovers where the targeted companies try to purchase the shares of the acquiring company by using its liquid assets, which makes the acquirer company see the risk of being taken over by the targeted company, and hence the former cease the plan to take over the latter.

• The Pac-Man Defense strategy saves targeted companies from hostile takeovers.
• In this strategy, the target company buys sufficient shares to acquire the company at a premium price, so purchasing enough shares to develop the company's shares may threaten the acquiring company's control.
• It is a costly strategy as it costs heavily to the target company. Borrowing cash, selling assets to arrange funds and buyback of the outstanding shares are the different approaches to setting the funds for utilizing the strategy.

PAC Man Defense is a strategy to prevent Hostile Takeover from saving one company to buy out another company without the target company’s will.

For example,

1. Suppose there are two companies, Company A (Target Company) and Company B (Acquirer Company), where company B wants to take over Company A, and for this, Company B makes an offer to Company A to buy Company A at a particular.
2. This price offered by Company B can be overvalued or undervalued for Company A.
3. Whatever value Company B suggests, Company A does not want to sell out its company at this stage. But Company B wants to take over Company A at any cost due to its future value or market.
4. So, Company B uses Hostile Takeover strategies to acquire Company A. But Company A uses different strategies to prevent this. Sometimes Company A can make a counteroffer to buy Company B.

Have you ever played the famous PAC Man game shown in the below image?

source: freepacman.org

I am sure everyone has played this.

•  In this game, the player has several enemies chasing him to kill. But there are so many power pallets that the player has to eat to eat all other enemies.
• In the same way, in the PAC MAN Defense strategy, the target company makes a counteroffer to acquire the acquirer company or sometimes may buy shares of the acquirer company at a premium price from the open market, which gives threat to the acquirer company of being taken over by the target company.
• In a Hostile takeover situation, the acquirer company may start buying large no. of shares of the targeted company to gain control.
• At the same time, to save from a Hostile takeover, the targeted company also starts buying back its shares at a premium price from the acquirer company and even the shares of the acquirer company.
• The target company uses this strategy to make a Hostile Takeover very difficult for the acquiring company. We can say PAC MAN Defense is a Hostile Takeover attempt of a Hostile Takeover attempt.

It is an expensive strategy as it costs a lot more to Target Company.

• As in this strategy, the target company has to buy enough shares to acquire the company, and that also at a premium price. The target company should have enough funds available with it to buy enough shares of acquiring the company to make a threat to the acquiring company's control of its firm.
• In practice, a big firm wants to buy small firms from the same industry or related industries to make a monopoly. So, in that case, the big firm makes an offer to small firms to buy their companies, sometimes it becomes successful, but sometimes small firms don't want to sell their companies.
• If that small firm wants to compete by using the PAC MAN defense strategy, it should have enough capital/finance in the bank. Sometimes they may have enough funds to use this strategy, but sometimes they have to arrange funds if they want to use it.

So, at that time, those firms start to arrange funds to use Hostile Takeover against a Hostile takeover attempt.

There are various ways to arrange the funds for using this Strategy; some of them are mentioned below:

#1 - Borrowing Cash

It is the easiest and the best way to arrange funds against the Hostile Takeover attempt. The company can lend money from traditional lenders, Banks, issuing new bonds and additional stocks. By issuing more shares, it can help in two ways: 1st, they can arrange cash for buying shares of the acquiring firm, and second, the acquiring firm has to buy more shares of the targeted firm to make it more than 50% shareholding as outstanding shares have been increased.

#2 - Sell Assets and Stocks to Arrange Funds

As we know, in the PAC MAN defense strategy, the target company needs enormous funds to prevent a hostile takeover, so sometimes the target company may have to sell its assets if the company doesn’t want to increase more debt burden in its book. The company can sell assets that will not be useful shortly. The challenge is to prevent a hostile takeover by the acquirer company, so selling its non-useful assets would be a great idea compared to borrowing cash from a third party.

#3 - Buyback of its Outstanding Shares

The targeted company can use this method also against a hostile takeover situation. The company may buy its outstanding shares from the open market, which will make the non-availability of shares for the acquirer company in the open market. By buyback of shares from the open market, the share price will also increase, so the acquirer company has to pay more to buy shares of the targeted company in the open market.

1. PAC MAN's Defense strategy is used against the Hostile Takeover situation by the targeted company.
2. It is a strategy in which the target company attempts to take control of the acquirer company before the acquirer company takes control of it.
3. This strategy is an extremely expensive strategy that might increase debt for the targeted company. The company has to sell its assets to arrange funds to succeed in this strategy.
4. It is extremely aggressive and rarely uses a defensive strategy.
5. Sometimes this strategy is also used in situations when the board and management are in favor of acquisition by other companies. Still, they disagree about which company they should sell to.

This article has been a guide to Pac Man Defense Strategy in M&A. Here, we discuss how Pac Man Defense works and how you can use this strategy to prevent a hostile takeover. You may learn more about M&A from the following articles –

• Killer Bees Defense Strategy
• White Knight Definition
• Greenshoe Option
• Divesting