Termination fees, in the event a planned merger or acquisition fails to consummate, is a fascinating topic that’s long been heavily litigated in Delaware courts where 52% of publicly held corporations are incorporated. Sometimes they are used to offset the time and resources involved in negotiations, and even add credibility to merger offers, and other times, they are used by corporations that put themselves up for sale to lure in an initial acquirer if it looks like an auction involving other bidders will soon follow.
The reason why I have yet to discuss break-up fees is because they almost never affect the medium-term thesis, yet alone the long-term thesis, for buying stock in a company.
Remember that Allergan-Pfizer merger that got abandoned a few weeks ago? The break-up fee in the merger agreement called for Pfizer to pay Allergan $400 million if the deal didn’t go through.
That’s nice, but … Read the rest of this article!