446 Part IV: Additional Considerations Example: XYZ, which is selling for $50 per share, offers to buy out LMN and is offer­ ing to swap one share of its (XYZ's) stock for every two shares of LMN. This would mean that LMN should be worth $25 per share if the acquisition goes through as pro­ posed. On the day the takeover is proposed, LMN stock would probably rise to about $22 per share. It would not trade all the way up to 25 until the takeover was approved by the shareholders of LMN stock. The arbitrageur who feels that this takeover will be approved can take action. He would sell short XYZ and, for every share that he is short, he would buy 2 shares of LMN stock. If the merger goes through, he will prof­ it. The reason that he shorts XYZ as well as buying LMN is to protect himself in case the market price of XYZ drops before the acquisition is approved. In essence, he has sold XYZ and also bought the equivalent of XYZ (two shares of LMN will be equal to one share of XYZ if the takeover goes through). This, then, is clearly an arbitrage. However, it is a risk arbitrage because, if the stockholders of LMN reject the offer, he will surely lose money. His profit potential is equal to the remaining differential between the current market price of LMN (22) and the takeover price (25). If the proposed acquisition goes through, the differential disappears, and the arbitrageur has his profit. The greatest risk in a merger is that it is canceled. If that happens, stock being acquired (LMN) will fall in price, returning to its pre-takeover levels. In addition, the acquiring stock (XYZ) will probably rise. Thus, the risk arbitrageur can lose money on both sides of his trade. If either or both of the stocks involved in the proposed takeover have options, the arbitrageur may be able to work options into his strategy. In merger situations, since large moves can occur in both stocks ( they move in concert), option purchases are the preferable option strategy. If the acquiring com­ pany (XYZ) has in-the-money puts, then the purchase of those puts may be used instead of selling XYZ short. The advantage is that if XYZ rallies dramatically during the time it takes for the merger to take effect, then the arbitrageur's profits will be increased. Example: As above, assume that XYZ is at 50 and is acquiring LMN in a 2-for-l stock deal. LMN is at 22. Suppose that XYZ rallies to 60 by the time the deal closes. This would pull LMN up to a price of 30. If one had been short 100 XYZ at 50 and long 200 LMN at 22, then his profit would be $600 - a $1,600 gain on the 200 long LMN minus a $1,000 loss on the XYZ short sale. Compare that result to a similar strategy substituting a long put for the short XYZ stock. Assume that he buys 200 LMN as before, but now buys an XYZ put. If one could buy an XYZ July 55 put with little time premium, say at 5½ points, then he would have nearly the same dollars of profit if the merger should go through with XYZ below 55.