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452 Part IV: Additional Considerations
the fundamentals of the company, it is expected that the remaining stock will sell for
approximately $40 per share. Thus, the average share of XYZ is worth 55 if the ten­
der offer is completed ( one-half can be sold at 70, and the other half will be worth
40). XYZ stock might sell for $52 or $53 per share until the tender is completed. On
the day after the tender offer expires, XYZ stock will drop immediately to the $40 per
share level.
There are two ways to make money in this situation. One is to buy XYZ at the
current price, say 52, and tender it. The remaining portion would be sold at the lower
price, say 40, when XYZ reopened after the tender expired. This method would yield
a profit of $3 per share if exactly 50% of the shares are accepted at 70 in the tender
offer. In reality, a slightly higher percentage of shares is usually accepted, because a
few people make mistakes and don't tender. Thus, one's average net price tnight be
$56 per share, for a $4 profit from this method. The risk in this situation is that XYZ
opens substantially below 40 after the tender at 70 is completed.
Theoretically, the other way to trade this tender off er might be to sell XYZ short
at 52 and cover it at 40 when it reopens after the tender offer expires. Unfortunately,
this method cannot be effected because there will not be any XYZ stock to borrow in
order to sell it short. All owners will tender the stock rather than loan it to arbi­
trageurs. Arbitrageurs understand this, and they also understand the risk they take if
they try to short stock at the last minute: They might be forced to buy back the stock
for cash, or they may be forced to give the equivalent of $70 per share for half the
stock to the person who bought the stock from them. For some reason, many indi­
vidual investors believe that they can "get away" with this strategy. They short stock,
figuring that their brokerage firm will find some way to borrow it for them.
Unfortunately, this usually costs the customer a lot of money.
The use of calls does not provide a more viable way of attempting to capitalize
on the drop of XYZ from 52 to 40. In-the-money call options on XYZ will normally
be selling at parity just before the tender offer expires. If one sells the call as a sub­
stitute for the short sale, he will probably receive an assignment notice on the day
after the tender offer expires, and therefore find himself with the same problems the
short seller has.
The only safe way to play for this drop is to buy puts on XYZ. These puts will be
very expensive. In fact, with XY"L at 52 before the tender offer expires, if the con­
sensus opinion is that XYZ will trade at 40 after the offer expires, then puts with a 50
strike will sell for at least $10. This large price reflects the expected drop in price of
XYZ. Thus, it is not beneficial to buy these puts as downside speculation unless one
expects the stock to drop farther than to the $40 level. There is, however, an oppor­
tunity for arbitrage by buying XYZ stock and also buying the expensive puts.