Merger Arbitrage: Trading in Companies Involved in Pending Mergers/Acquisitions

Trading the securities of companies involved in announced but as-yet incomplete mergers is known as “Merger Arbitrage.”

When a company decides to assume control of a public company, the per-share price that the acquiring company must agree to pay for the target company is typically greater than the prevailing per-share stock price on the public exchange. This price difference is known as the “takeover premium.”

After the takeover terms are announced, the share price of the target company rises, but typically continues to hover somewhat below the price specified in the takeover terms.

Example: Company A agrees to purchase Company B. Prior to the takeover announcement, Company B’s shares trade on the NYSE for $20.00 per share. The deal terms specify that Company A will pay $25.00 in cash per share of company B. Shortly after the deal is announced, it would not be unusual to see Company B’s stock trading at $24.90 – higher than it had been trading, but still a 40 basis point discount versus the agreed upon deal price.

There are two primary reasons for this discount:

  1. While the takeover has been announced, it may never be completed, because of, e.g., regulatory, business, or financing difficulties; and,
  2. The interest cost of holding the target company’s shares.

If the acquiring company is a public company, the takeover deal may also be structured as a “Fixed Ratio” deal, where the acquiring company pays for the target company in a fixed ratio of its shares. Once a fixed-ratio acquisition deal is announced, the stock price of the target company’s shares will become a function of the acquiring company’s stock price.

Example: Company C, whose stock price is $10.00, agrees to acquire Company D, whose stock price is $15.00. The deal terms specify that two shares of Company C will be paid per share of Company D. Shortly after the deal is announced, it would not be unusual to see Company D’s stock trade at $19.90 on the stock exchange, even though two shares of Company C are currently worth $20.00 in cash.

As with a cash deal, the trading price of the target company will typically be at a discount to that implied by the deal ratio because of potential deal roadblocks and interest costs. This spread can also be influenced by differences in dividends received versus dividends owed over the expected life of the deal, and also by difficulties in borrowing the acquirer’s shares. (Sometimes takeovers are structured using floating ratios of stock, or with collars around a floating stock-for-stock ratio. There are also mergers that use combinations of stock and cash that require an election by holders of the target company. Such deals will make the relationship between the acquiring company and target company stock prices much more complicated than for standard, plain vanilla “cash” and “fixed ratio” takeover deals), and require very specific, intricate trading strategies.

For both Cash and Fixed Ratio takeover deals, the discount on the open market price of the target company tends to shrink as the closing date of the deal approaches and the deal progresses through various milestones such as the successful receipt of financing and shareholder and regulatory approval. Typically any discount largely disappears by the day that the takeover is completed.

Standard merger arbitrage trading strategies attempt to capture the spread between the current trading price of an acquired company and the eventual deal price. In the case of a Cash takeover, the standard Merger Arbitrage trade is to buy shares of the target company when the open-market price of the target company’s shares is lower than the deal price, hoping that the deal will successfully close and the target company’s shares will rise to the deal price. In the case of a Fixed Ratio takeover, the standard Merger Arbitrage trade is to buy shares of the target company and simultaneously short shares of the acquiring company when the shares of the target company are trading at a discount to the price specified in the takeover terms, as calculated by the companies’ current stock prices and the deal’s specified ratio. In both cases, the trader hopes that the deal will close, making money as the discount to the deal price decays.

Of course, if a trader believes that the market is too sanguine about a deal’s prospects, he could execute the opposite of the trades described above – shorting shares of the target and potentially buying shares of the acquirer.

As with all trading strategies, Merger Arbitrage strategies contain inherent risk.

The long merger arbitrage strategies described above are designed to profit if a takeover successfully closes; but, if the takeover is delayed or cancelled – or even rumored to be delayed or cancelled – these strategies risk losing money, in some cases more money than the original investment. The short merger arbitrage strategies risk losing money if the deal is completed, with significant loss potential if there is a sweetened offer for the target company.

This communication is provided for information purposes only and is not intended as a recommendation or a solicitation to buy or sell securities. Trading in shares of companies involved in announced mergers is inherently risky. You should make yourself aware of the terms and risks of the proposed transaction before making any trading decision. Customers are solely responsible for their own trading decisions.

Information regarding mandatory corporate actions which result in fractional shares

If your account has been approved for trading fractions and a US corporate action issues fractional shares, the fractional shares will remain in your account. However, if your account does not have permissions to trade in fractions or the corporate action is issuing non-US shares or non-eligible US shares the fractional shares will be liquidated. The processing of the liquidation will typically be done within one day of the processing of the action.

Please be aware that IBKR holds all positions in street name. As such, corporate actions which may include a round up privilege whereby a broker may request that each holder of a fractional position be rounded up will not be supported by IBKR. All such actions which result in a fractional share will be liquidated as cash. The resulting cash will be the equivalent to the value of the resulting fractional shares.

Overview of the OneChicago NoDiv Contract

The OneChicago NoDiv single stock futures contract (OCX.NoDivRisk) differs from the Exchange's traditional single stock futures contract by virtue of its handling of ordinary distributions (e.g., dividends, capital gains, etc.).  Whereas the traditional contract is not adjusted for such ordinary distributions (the discounted expectations are reflected in the price), the NoDiv contract is intended to remove the risk of dividend expectations through a price adjustment made by the clearinghouse. The adjustment is made on the morning of the ex-date to ensure that the effect of the distribution is removed from the daily mark-to-market or cash variation pay/collect.

For example, assume a NoDiv contract which closes at $50.00 on the business day prior the ex-date at which stockholders of a $1.00 dividend are to be determined. On the ex-date OCC will adjust that prior day's final settlement price from $50.00 downward by the amount of the dividend to $49.00. The effect of this adjustment will be to ensure that the dividend has no impact upon the cash variation pay/collect as of ex-date close (i.e., short position holder does not receive the $1.00 variation collect and the long holder incur the $1.00 payment).


ADR Conversion Process

An American Depository Receipt (ADR) is a physical certificate evidencing ownership of American Depository Shares (ADS). An ADS is a US dollar denominated form of equity ownership in a non-US company. The ADS represents the foreign shares of the company held on deposit by a custodian bank in the company's home country and carries the corporate and economic rights of the foreign shares, subject to the terms specified on the ADR certificate.

Holders of the underlying ordinary shares may request to convert these shares into an ADR. Similarly, holders of an ADR may request to convert to the underlying ordinary shares.

IB will offer this conversion for the shares listed here.

 

Submitting Shares for Conversion

In order to request a conversion, either underlying to ADR or ADR to underlying, account holders may utilize IB's Voluntary Election Tool. To access the tool an account holder may

  1. Log in to Account Management
  2. Click the Support section on the left hand side. 
  3. Select Corporate Action Manager from the Support section.
  4. Select the Conversions tab from the table of corporate action types.
  5. From the table, locate the security you wish to act upon and select Allocate from the far right of the table
  6.  

     6. Once selected, a new screen will launch which will provide information on the terms of the conversion offer. Once you    have reviewed the terms, you may submit an election.

 

      

Please note: Fees will be assessed for an ADR conversion request. While the overview description will provide an estimate of the fees, the final amount the account will be charged is dependent on the processing fee assessed by the agent at the time of the action and therefore the estimate is subject to change.

 

Frequently Asked Questions

 

Is there a minimum value required for conversion?

IBKR does not require a minimum value of ADRs or underlying shares to proceed with a conversion.

I do not see my ADR/common shares in the list of positions available for conversion.

In the event the security is not listed within the table, customers may submit an Inquiry Ticket. Within the ticket, please indicate the security you wish to convert and the number of shares. Upon receipt, IBKR will review the request and provide information on whether the action will be made available.

When can I expect my new shares after I submit my conversion request?

Once the elected shares are settled in the account, a request will be forwarded to the processing agent. While many requests will be completed within 1 to 2 business days, as the processing is dependent third party agents in various regions this is an estimate only and a given conversion may take additional time. Upon receipt of the new shares, the position will be allocated to the account.

What will happen once I submit my election?

Once the election has been submitted, a request will be forwarded to the processing agent. The shares submitted for conversion will be moved to a contra-symbol in the account which is non-marginable and non-tradeable. The shares will remain in this location until the conversion has been completed. Account holders should review their accounts to ensure the account will remain in margin compliance during the processing.

How will I know the fee associated with the conversion?

Initially the estimated fee per share will be provided in the description of the conversion. Account holders will be responsible for calculating the fee themselves based on this information. All conversions will be charged an IB commission of USD 500 plus a pass thru of external costs.

I have negotiated a rate with the ADR issuer for conversion. How can I ensure that this is the fee I am charged?

In the event an account holder has negotiated a specific rate, please supply the details of the rate as well as a contact name and phone number within an Inquiry Ticket. IB will review the details and once confirmed, ensure that the applicable fee is deducted from the account.

Can I convert unsettled shares?

No. Only settled shares may be submitted to the processing agent for conversion.

Dividend withholding procedures for foreign stocks traded in Japan

Foreign stocks listed for trading in Japan which issue dividends will have the cash dividend allocation subject to an increased withholding tax rate. The tax will vary based on the domicile of the stock issuing the dividend; however in general the withholding rate will be the highest withholding rate applicable and will not incorporate a reduction based on prevailing tax treaties.

This treatment is due to the tax reporting status of Interactive Brokers's clearing agent. As our clearing agent is unable to process the relevant tax declaration documentation which would allow for the application of tax withholding at a reduced rate, shareholders will be subject to the highest rate.

In order to avoid the application of the tax withholding on the dividends of foreign stocks, positions in such dividend paying stocks should be closed prior to the ex-dividend date.

We recommend that customers consult with their tax advisor for assistance in determining the eligibility, if any, for a tax credit on this withholding.

A list of foreign stocks and their applicable rates is provided below. Please be aware that the below is for informational purposes only and may not include all stocks which may be subject to the higher withholding rates.

Stock Code Stock Name DividendTax Rate
1773 YTL Corporation Berhad 25%
3827 Japaninvest Group plc N/A
4589 Acucela Inc 30%
4850 The Dow Chemical Company 30%
4875 MediciNavalnc 30%
5412 POSCO 22%
8634 JPMorgan Chase & Co 30%
8648 Bank of America Corporation 30%
8685 American International Group Inc 30%
8686 Aflac Incorporated 30%
8710 Citigroup Inc 30%
9399 Xinhua Finance Limited N/A

 

 

Information Regarding IB's Corporate Action Notification Process

IB receives information regarding announced and effective mandatory and voluntary corporate actions from a number of external sources. IB employs the following steps when notifying customers:

Determine the type of corporate action - each action is consumed by our systems and will be determined to be either a mandatory event (those issues where no action is required from a shareholder) or a voluntary event (those actions where a shareholder may elect from a series of options).

Determine the method of notification based on the corporate action type

  • Mandatory events - IB will send a general notification to any account holding a position in the stock, CFD, option or future in an effort to alert customers to upcoming mandatory events. Such mandatory events include stock split, acquisitions and stock and cash dividends.
  • Voluntary events - IB will review the terms of the offer with the depository or processing agent. Once the terms have been confirmed, IB will make the offer available through the corporate action election tool available through Account Management (click here for additional information on using the Voluntary CA Election tool). At the time IB opens the election offer, a notification ticket will be sent to eligible shareholders. Customers may submit their election directly through Account Management once the election period has commenced. Note that CFD holders are not eligible to make elections for voluntary events. IB will determine corresponding adjustments for CFD holders based on its corporate action guidelines.

Note: The creation of the election overview may take additional time due to the manual processing involved.

Information Regarding Class Action Litigation

Interactive Brokers offers eligible clients the ability to enroll in the Securities Class Action Recovery Service. This is an automated service that removes the administrative burden of participating in a securities class action lawsuit. Information regarding this service including eligibility and enrollment procedures is available here.

For those clients not eligible to enroll in the Securities Class Action Recovery Service or for those securities not covered by the service, please be aware that due to the nature of Interactive Brokers' business model and our efforts to keep customer costs low, IB cannot monitor, on behalf of our clients, the status of class actions or other lawsuits against the thousands of corporations whose securities are traded by our clients or provide information to customers. Generally, if a class action lawsuit is successful or if there is a settlement, shareholders should receive a claim notice from the class action administrator. Any questions pertaining to class action lawsuits should be directed to the law firms representing the plaintiff(s).

General Information on Information Provided

Please know that notifications of upcoming and effective corporate actions are delivered as a courtesy in an effort to provide information which we believe may be of note to our customers. All information is supplied on a best-efforts basis and as such, IB cannot guarantee the timeliness nor accuracy of the information. At times, terms of an offer may change without new information being provided to customers. It is the customer's responsibility to ensure they have reviewed all corporate action terms with an external party, such as company websites or news releases, prior to making any trading decision.

 

 

Dividend withholding procedures for entities issuing dual-sourced income

U.S. persons holding securities issued by entities that are domiciled outside of the U.S., but which invest within the U.S. should pay particular attention to IB's tax withholding obligation in the event of a distribution by the issuer. These entities, which may include Canadian unit trusts, REITS, limited partnerships or other common shares, often distribute dividends and/or interest based on both the U.S. and non-U.S. sourced income. While U.S. persons reporting a valid taxpayer ID number on their Form W-9 are generally exempt from backup withholding on U.S. sourced income, the nature of the custodial arrangement for these particular securities is such that U.S persons may be subject to a withholding tax calculated at a fixed rate of 30% on that portion of the distribution associated with the US-sourced income. This is in addition to any withholding required to be applied to the non-U.S. sourced portion of the distribution as required by the relevant foreign taxing body.

It's important to note that these taxes will be withheld by the depository prior to remittance of the distribution to IB and the subsequent credit of the net distribution to the accounts of any U.S. persons. Accordingly, IB has no ability to reverse or reclaim the withholding on behalf of its clients. In addition, as IB does not remit the withholdings to the tax authority, we do not report such withholdings to either the tax authority or clients on their year-end tax forms.

As IB does not provide tax advice or guidance, we recommend that you consult with your tax advisor for assistance in determining the eligibility, if any, for a tax credit on this withholding.

Below lists securities where this type of withholding has been applied previously. This list is for informational purposes only and may not include all securities.

Symbol Security Name
CHE.UN Chemtrade Logistics Income Fund
CSH.UN Chartwell Seniors Housing Real Estate Investment Trust
DR.UN Medical Facilities Corp
EXE.UN Extendicare real Estate Investment Trust
FCE.UN Fort Chicago Energy Partnerships LP
HR.UN H&R Real Estate Investment Trust
NFI.UN New Flyer Industries Inc
UFS Domtar Corp
UVI Unilens Vision Inc

 

Information Regarding IB's Handling of Short Positions in Subscription Rights

In the event an account is short the target security the day prior to the effective date of a subscription rights offering, the account will be allocated a short position in the subscription right security at a rate determined by the terms of the offer.

In the event the subscription rights are not listed for trading

Customers who are short the subscription rights may be held liable in the event the long holder submits a request to subscribe to the rights offer. Customers should be aware of the potential liability to the account based on all or a portion of the short rights position being subscribed to plus any over-subscription allocation. Customers should monitor their accounts in order to ensure they will be able to properly deliver any required shares if they are held liable.

IB will not know the liability for a given account until shortly after the close of the subscription rights offer.

In the event the subscription rights are listed for trading

Customers who are short the subscription rights may attempt to close their position by submitting an order through IB's Trader Workstation or IB's WebTrader. In the event a customer is unable to close the position through the placement of an order, the customer may contact the IB Trade Desk by telephone in order to request a closing transaction be placed on their behalf.

IB will set a close out deadline for the subscription rights offer. This close out date will typically, though not definitively, be set as follows:

(External processing deadline) - (Settlement period of the market  + 1) business days

For example:

For a subscription rights offering with an external processing deadline of Thursday in the United States the close out date would typically be:

Thursday - (3 business days + 1) = the prior Friday

IB will attempt, on a best efforts basis, to close out any remaining short positions on the close out date (standard commission rates apply). IB does not guarantee the date, time, price, or ability to execute such a closing trade. In the event IB is unable to close out the remaining short positions, customers will be responsible for any associated liability in the event the long holder requests to subscribe to the rights offer.

Once IB executes a closing trade for the remaining short positions, a notification will be sent to the account holder indicating that a close out has been processed. IB will post the closing transaction to the account as soon as practical. IB may not be held liable in the event the notification is not delivered in a timely fashion. In the event a customer elects to close out a short rights position after the IB close out date without first confirming with IB regarding the status of the close out, such action may result in the account being long the rights position.

 

Information Regarding Restrictions on Voluntary Corporate Actions

A voluntary corporate action may have restrictions associated with it in terms of those shareholders considered eligible, either for notification or participation in a voluntary offer. Such restrictions may include, but are not limited to the following:

Residency restrictions - such a restriction, as set out in the voluntary offer documentation, will either include or exclude residents of specified countries from participating in an offer. The details of any residency restriction will be outlined in the offer documentation and may be verified with the company's Investor Relation department.

Citizenship restrictions - similar to residency restriction; however the restriction is based on the country of citizenship rather than the current residency of the account holder.

Qualified Investor restriction - a company may open an offer only to Qualified investors. This type of restriction will be outlined in the offer details and may be verified with the company's Investor Relation department. IB will not verify qualified investor status prior to the submission of instructions to the depository or agent. Customers are responsible for confirming they are eligible to participate in the offer should this restriction be in place.

Notification restriction - In certain instances, Interactive Brokers LLC may be restricted from providing notification of the complete offer details. In such a case, customers will be responsible for researching upcoming voluntary corporate actions through a third party. Any election to such an offer must be submitted to IB by creating a ticket in IB's Account Management Message Center. Instructions submitted in this manner are handled on a best-efforts basis.

Australian rights restrictions: IB does not support rounding up of fractional entitlements. For the purposes of calculating a client's rights entitlement to participate in rights issues, IB will round down fractional entitlements to, if less than 1, zero, and if greater than 1, the nearest whole number. For example, in a 1:10 rights issue, if a client holds less than 10 shares of the issuer, then when IB determines a client's rights entitlement it will round down to zero; if a client hods between 10 and 19, IB will round down to 1.  To participate in a rights issue, elections must be submitted via the Account Management election tool.

In the event an account is unable to view the full details of a corporate action, but believes the offer should be open to the account please contact IB by creating a ticket through IB's Account Management Message Center. Therein, please detail the offer and the reason the account should be considered eligible and IB will investigate the issue.

How IB Determines Eligible Positions or Eligible Value for Voluntary Corporate Actions

The total number of shares eligible for a voluntary corporate action election is based on the following criteria

If the ex-date (effective date) is in the future the eligible position will be either

  • The current position in the account, includes unsettled trades
  • Zero, in the event the account is ineligible for participation in the voluntary corporate action

If the ex-date (effective date) is in the past the eligible position will be either

  • The position as of 20:20 ET the evening prior to the effective date, in the event the offer did not have associated rights which were listed for trading
  • The current position in the account in the event the offer had associated rights which were listed for trading

 

For Stock Purchase Plan (SPP) actions only, the corporate action election tool will reflect the maximum allowable stock value which a participant may purchase. This value is dependent on the terms of the offer.

 

In the event a customer sees a zero position and believes they should be eligible to participate in the voluntary corporate action, please contact IB through one of the below methods:

  1. Create a ticket through IB's Message Center detailing the reason you believe the restriction should not be applied to the account. Please select Account Services as the ticket topic to ensure proper handling
  2. Contact IB by telephone in the event the deadline for submitting shares is less than 24 hours in the future
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