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The Pac-Man defense is a defensive business strategy used to stave off a hostile takeover, in which a company that is threatened with a hostile takeover "turns the tables" by attempting to acquire its would-be buyer. The name refers to Pac-Man, a video game in which the protagonist is at first chased around a maze of dots by 4 ghosts. However, after eating a "Power Pellet" dot, he is able to chase and devour the ghosts.^[1] The term (though not the technique) was coined by buyout guru Bruce Wasserstein.^[2]

Examples

United States

When T. Boone Pickens's Mesa Petroleum planned a tender offer for Cities Service in 1981, Freeport-McMoran and Louisiana Land & Exploration agreed to help him. An investment banker working for Cities Service warned Freeport and Louisiana Land in August 1981 that if they did not end their partnership with Pickens, Cities Service would take them over; the threat succeeded. When Pickens found new partners including Southland Corporation, Cities Service announced in May 1982 its own tender offer for Mesa, and also threatened to take over Southland.^[3]

A major example in U.S. corporate history is the attempted hostile takeover of Martin Marietta by Bendix Corporation in 1982. In response, Martin Marietta started buying Bendix stock with the aim of assuming control over the company. Bendix persuaded Allied Corporation to act as a white knight, and the company was sold to Allied the same year.

In 1984, U.S. Securities and Exchange Commission commissioners said that the Pac-Man defense was cause for “serious concern,” but balked at endorsing any federal prohibition against the tactic. The commissioners acknowledged a Pac-Man defense can benefit shareholders under certain circumstances, but emphasized that management, in resorting to this tactic, must bear the burden of proving it is not acting solely out of its desire to stay in office. One concern is that the money spent to gain control of the intruding company, which includes payment for the services of lawyers and other professionals needed to mount that defense, represents substantial funds that could have otherwise been used to improve the company’s business or increase its profits.^[4]

The next Pac-Man defense occurred in 1988, when American Brands, fighting a hostile takeover attempt by E-II Holdings, announced a cash tender offer for E-II.^[5] In 2007, British mining giant Rio Tinto, fighting off an unsolicited $131.57 billion takeover bid from Australian rival BHP Billiton, considered turning the tables on its rival and launching a counterbid for BHP.^[6] In 2009, Cadbury considered trying a Pac-Man defense if no bid emerged to challenge Kraft Foods' hostile offer.^[7]

International

Internationally, perhaps the best-known case was that of Porsche and the Volkswagen Group, in which Porsche, under the leadership of Wendelin Wiedeking, led a hostile takeover of the much-larger Volkswagen Group by slowly acquiring a large stake in Volkswagen, eventually to the point of owning over 75% of the company in 2008 and potentially triggering Germany's "Volkswagen law".^[8] By October 2008, Porsche, who was enjoying record profitability, suddenly ran out of money during the financial crisis of 2007–08 and banks were reluctant to lend any more money to Porsche; in fact, they wanted their loans paid back immediately. Ferdinand Piëch, the chairman of Volkswagen and a board member of Porsche, loaned Porsche enough money to cover their debts, and Volkswagen, which Porsche tried to acquire, became the white knight and Volkswagen effectively took over Porsche. The unique situation had much to do with the historical closeness of the Volkswagen Group to Porsche, and the battle between the Porsche and Piëch families (both descended from Ferdinand Porsche) for control of Porsche, although both families supported the deal.^[9] However, later that year when the two companies announced an official merger, Volkswagen was announced as the surviving partner.^[10]

Bibliography

Big Deal: The Battle for the Control of America's Leading Corporations, Bruce Wasserstein, (1988, ISBN 0-446-67521-0)
Pac-Man Defense http://www.investopedia.com/terms/p/pac-man-defense.asp

References

^ "Origins of the 'Pac-Man' Defense". The New York Times. 23 January 1988. Retrieved 20 November 2010.
^ Wasserstein, Opinion Lex from ft.com
^ Nocera, Joseph (October 1982). ""It's Time To Make a Deal"". Texas Monthly. Retrieved 2024-05-22.
^ Raul J. Palabrica (2010-01-21), Reverse Pac-Man strategy, Philippine Daily Inquirer, archived from the original on 2010-01-25
^ "Origins of the 'Pac-Man' Defense", New York Times, January 23, 1988
^ Singer, Jason (November 16, 2007), "Will Rio Play Pac-Man?", Wall Street Journal
^ Josh Kosman (November 24, 2009), Revenge is Sweet, New York Post
^ "Porsche Gains Nearly 75% of VW, Tightening Grip". Wall Street Journal. October 27, 2008.
^ "Ferdinand Piëch, No-Show at Porsche Meeting, Still Casts Long Shadow". New York Times. May 14, 2015.
^ "Volkswagen and Porsche Close In on Deal to Combine". New York Times. August 13, 2009.

External links

Preventive anti-takeover defenses: evidence from the French market for corporate control

[NYTDefense-1] "Origins of the 'Pac-Man' Defense". The New York Times. 23 January 1988. Retrieved 20 November 2010.

[2] Wasserstein, Opinion Lex from ft.com

[nocera198210-3] Nocera, Joseph (October 1982). ""It's Time To Make a Deal"". Texas Monthly. Retrieved 2024-05-22.

[4] Raul J. Palabrica (2010-01-21), Reverse Pac-Man strategy, Philippine Daily Inquirer, archived from the original on 2010-01-25

[5] "Origins of the 'Pac-Man' Defense", New York Times, January 23, 1988

[6] Singer, Jason (November 16, 2007), "Will Rio Play Pac-Man?", Wall Street Journal

[7] Josh Kosman (November 24, 2009), Revenge is Sweet, New York Post

[8] "Porsche Gains Nearly 75% of VW, Tightening Grip". Wall Street Journal. October 27, 2008.

[9] "Ferdinand Piëch, No-Show at Porsche Meeting, Still Casts Long Shadow". New York Times. May 14, 2015.

[10] "Volkswagen and Porsche Close In on Deal to Combine". New York Times. August 13, 2009.

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+{{short description|Tactic to counteract a hostile takeover}}
-The '''Pac-Man defense''' is a defensive option to stave off a [[takeover|hostile takeover]] in which a company that is threatened with a hostile takeover "turns the tables" by attempting to acquire its would-be buyer.
+The '''Pac-Man defense''' is a defensive [[Strategic management|business strategy]] used to stave off a [[takeover|hostile takeover]], in which a company that is threatened with a hostile takeover "turns the tables" by attempting to acquire its would-be buyer. The name refers to ''[[Pac-Man]]'', a video game in which the protagonist is at first chased around a maze of dots by 4 ghosts.  However, after eating a "[[Power-up#First instances|Power Pellet]]" dot, he is able to chase and devour the [[Ghosts (Pac-Man)|ghosts]].<ref name="NYTDefense">{{cite news|title=Origins of the 'Pac-Man' Defense|url=https://www.nytimes.com/1988/01/23/business/origins-of-the-pac-man-defense.html|work=The New York Times|access-date=20 November 2010|date=23 January 1988}}</ref>  The term (though not the technique) was coined by buyout guru [[Bruce Wasserstein]].<ref>[https://www.ft.com/content/f8c122f6-b965-11de-abac-00144feab49a Wasserstein, Opinion Lex] from ft.com</ref>
+== Examples ==
-A major example in U.S. corporate history is the attempted hostile takeover of [[Martin Marietta]] by [[Bendix Corporation]] in 1982. In response, Martin Marietta started buying Bendix stock with the aim of assuming control over the company. Bendix persuaded [[Allied Corporation]] to act as a "[[White knight (business)|white knight]]," and the company was sold to Allied the same year. The incident was labeled a "Pac-Man defense" in retrospect.
+=== United States ===
-In 1984, [[Securities Exchange Commission]] commissioners said that the Pac-Man defense was cause for “serious concern,” but balked at endorsing any federal prohibition against the tactic. The commissioners acknowledged a Pac-Man defense can benefit shareholders under certain circumstances, but emphasized that management, in resorting to this tactic, must bear the burden of proving it isn’t acting solely out of its desire to stay in office. One concern is that the money spent to gain control of the intruding company, which includes payment for the services of lawyers and other professionals needed to mount that defense, represents substantial funds that could have otherwise been used to improve the company’s business or increase its profits.<ref>{{citation|url=http://business.inquirer.net/money/columns/view/20100121-248644/Reverse-Pac-Man-strategy|title=Reverse Pac-Man strategy|author=Raul J. Palabrica|publisher=Philippine Daily Inquirer|date=2010-01-21}}</ref>
+When [[T. Boone Pickens]]'s [[Mesa Petroleum]] planned a [[tender offer]] for [[Cities Service]] in 1981, [[Freeport-McMoran]] and [[Louisiana Land & Exploration]] agreed to help him. An investment banker working for Cities Service warned Freeport and Louisiana Land in August 1981 that if they did not end their partnership with Pickens, Cities Service would take them over; the threat succeeded. When Pickens found new partners including [[Southland Corporation]], Cities Service announced in May 1982 its own tender offer for Mesa, and also threatened to take over Southland.<ref name="nocera198210">{{Cite magazine |last=Nocera |first=Joseph |date=October 1982 |title="It's Time To Make a Deal" |url=https://www.texasmonthly.com/news-politics/its-time-to-make-a-deal/ |access-date=2024-05-22 |magazine=Texas Monthly |language=en}}</ref>
+A major example in U.S. corporate history is the attempted hostile takeover of [[Martin Marietta]] by [[Bendix Corporation]] in 1982. In response, Martin Marietta started buying Bendix stock with the aim of assuming control over the company. Bendix persuaded [[Allied Corporation]] to act as a [[White knight (business)|white knight]], and the company was sold to Allied the same year.
-The next Pac-Man defense to occur was in 1988, when [[American Brands]] Inc., fighting a hostile takeover attempt by  [[Samsonite#Milestones|E-II Holdings]] Inc., announced a cash tender offer for E-II.<ref>{{citation|title=Origins of the 'Pac-Man' Defense|url=http://www.nytimes.com/1988/01/23/business/origins-of-the-pac-man-defense.html?pagewanted=1|date=January 23, 1988 | work=The New York Times}}</ref> In 2007, British mining giant [[Rio Tinto Group|Rio Tinto]] PLC, fighting off an unsolicited $131.57 billion takeover bid from Australian rival [[BHP Billiton]] PLC, considered turning the tables on its rival and launching a counterbid for BHP.<ref>{{citation|url=http://online.wsj.com/article/SB119515005104594432.html|title=Will Rio Play Pac-Man?|date=November 16, 2007 | work=The Wall Street Journal | first=Jason | last=Singer}}</ref> In 2009, [[Cadbury plc]] considered trying a Pac-Man defense if no bid emerged to challenge [[Kraft Foods]]' hostile offer.<ref>{{citation|url=http://www.nypost.com/p/news/business/revenge_is_sweet_inO3NA2nIo1lvK6gZdV9HI|title=Revenge is Sweet|author=Josh Kosman|date=November 24, 2009|publisher=New York Post}}</ref>
+In 1984, [[U.S. Securities and Exchange Commission]] commissioners said that the Pac-Man defense was cause for “serious concern,” but balked at endorsing any federal prohibition against the tactic. The commissioners acknowledged a Pac-Man defense can benefit shareholders under certain circumstances, but emphasized that management, in resorting to this tactic, must bear the burden of proving it is not acting solely out of its desire to stay in office. One concern is that the money spent to gain control of the intruding company, which includes payment for the services of lawyers and other professionals needed to mount that defense, represents substantial funds that could have otherwise been used to improve the company’s business or increase its profits.<ref>{{citation|url=http://business.inquirer.net/money/columns/view/20100121-248644/Reverse-Pac-Man-strategy|title=Reverse Pac-Man strategy|author=Raul J. Palabrica|publisher=[[Philippine Daily Inquirer]]|date=2010-01-21|url-status=dead|archive-url=https://web.archive.org/web/20100125162645/http://business.inquirer.net/money/columns/view/20100121-248644/Reverse-Pac-Man-strategy|archive-date=2010-01-25}}</ref>
-The name refers to the star of a video game [[Pac-Man]], in which the hero is at first chased around a maze of dots by 4 ghosts.  However, after eating a "Power Pellet" dot, he is able to chase and devour said [[Pac-Man#Ghosts|ghosts]].<ref name="NYTDefense">{{cite news|title=Origins of the 'Pac-Man' Defense|url=http://www.nytimes.com/1988/01/23/business/origins-of-the-pac-man-defense.html|publisher=The New York Times|accessdate=20 November 2010|date=23 January 1988}}</ref>  The term (though not the technique) was coined by buyout guru [[Bruce Wasserstein]].{{citation needed|date=November 2010}}
+The next Pac-Man defense occurred in 1988, when [[Fortune Brands (1969–2011)|American Brands]], fighting a hostile takeover attempt by [[Samsonite#Milestones|E-II Holdings]], announced a cash tender offer for E-II.<ref>{{citation|title=Origins of the 'Pac-Man' Defense|url=https://www.nytimes.com/1988/01/23/business/origins-of-the-pac-man-defense.html?pagewanted=1|date=January 23, 1988 | work=[[New York Times]]}}</ref> In 2007, British mining giant [[Rio Tinto (corporation)|Rio Tinto]], fighting off an unsolicited $131.57 billion takeover bid from Australian rival [[BHP|BHP Billiton]], considered turning the tables on its rival and launching a counterbid for BHP.<ref>{{citation|url=https://www.wsj.com/articles/SB119515005104594432|title=Will Rio Play Pac-Man?|date=November 16, 2007 | work=[[Wall Street Journal]] | first=Jason | last=Singer}}</ref> In 2009, [[Cadbury]] considered trying a Pac-Man defense if no bid emerged to challenge [[Kraft Foods]]' hostile offer.<ref>{{citation|url=http://www.nypost.com/p/news/business/revenge_is_sweet_inO3NA2nIo1lvK6gZdV9HI|title=Revenge is Sweet|author=Josh Kosman|date=November 24, 2009|publisher=[[New York Post]]}}</ref>
-Internationally, perhaps the best-known case was that of [[Porsche]] and the [[Volkswagen Group]], in which Porsche slowly acquired stake in the much larger Volkswagen Group, eventually to the point of owning over 50% of the company in 2009. However, later that year  when the two companies announced an official merger, it was announced that Volkswagen would be the surviving partner.
+=== International ===
+Internationally, perhaps the best-known case was that of [[Porsche]] and the [[Volkswagen Group]], in which Porsche, under the leadership of [[Wendelin Wiedeking]], led a hostile takeover of the much-larger Volkswagen Group by slowly acquiring a large stake in Volkswagen, eventually to the point of owning over 75% of the company in 2008 and potentially triggering Germany's "[[Volkswagen Act|Volkswagen law]]".<ref>{{cite news |title=Porsche Gains Nearly 75% of VW, Tightening Grip |work=[[Wall Street Journal]] |date=October 27, 2008 |url=https://www.wsj.com/articles/SB122506315406770367 }}</ref> By October 2008, Porsche, who was enjoying record profitability, suddenly ran out of money during the [[financial crisis of 2007–08]] and banks were reluctant to lend any more money to Porsche; in fact, they wanted their loans paid back immediately. [[Ferdinand Piëch]], the chairman of Volkswagen and a board member of Porsche, loaned Porsche enough money to cover their debts, and Volkswagen, which Porsche tried to acquire, became the white knight and Volkswagen effectively took over Porsche. The unique situation had much to do with the historical closeness of the Volkswagen Group to Porsche, and the battle between the Porsche and Piëch families (both descended from Ferdinand Porsche) for control of Porsche, although both families supported the deal.<ref>{{cite news |title=Ferdinand Piëch, No-Show at Porsche Meeting, Still Casts Long Shadow |work=New York Times |date=May 14, 2015 |url=https://www.nytimes.com/2015/05/14/business/international/at-porsche-annual-meeting-ferdinand-piech-is-notably-absent.html}}</ref> However, later that year when the two companies announced an official merger, Volkswagen was announced as the surviving partner.<ref>{{cite news |title=Volkswagen and Porsche Close In on Deal to Combine |work=New York Times |date=August 13, 2009 |url=https://www.nytimes.com/2009/08/14/business/global/14porsche.html }}</ref>
 == Bibliography ==
-* ''Big Deal: The Battle for the Control of America's Leading Corporations'', Bruce Wasserstein, (1988, ISBN 0-446-67521-0)
+* ''Big Deal: The Battle for the Control of America's Leading Corporations'', Bruce Wasserstein, (1988, {{ISBN|0-446-67521-0}})
-* "Pac-Man Defense" http://www.investopedia.com/terms/p/pac-man-defense.asp
+* ''Pac-Man Defense'' http://www.investopedia.com/terms/p/pac-man-defense.asp
-==References==
+== References ==
 {{reflist}}
-==External links==
+== External links==
-*''[http://www.efmaefm.org/efma2006/papers/881619_full.pdf Preventive anti-takeover defenses: evidence from the French market for corporate control]''
+*''[https://web.archive.org/web/20060927113238/http://www.efmaefm.org/efma2006/papers/881619_full.pdf Preventive anti-takeover defenses: evidence from the French market for corporate control]''
+{{Pac-Man series}}
 {{DEFAULTSORT:Pac-Man Defense}}
 [[Category:Business terms]]
 [[Category:Mergers and acquisitions]]
+[[Category:Pac-Man]]
+[[Category:Bendix Corporation]]
+[[Category:Takeover defense]]
-{{Business-term-stub}}
-[[ja:パックマン・ディフェンス]]