What is 'Merger Arbitrage'

Merger arbitrage, often considered a hedge fund strategy, involves simultaneously purchasing and selling the stocks of two merging companies to create "riskless" profits. A merger arbitrageur reviews the probability of a merger not closing on time or at all. Because of uncertainty, the stock price of the target company typically sells at a price below the acquisition price.  The arbitrageur purchases the stock before the acquisition with an expectation of making a profit when the merger or acquisition is complete.

BREAKING DOWN 'Merger Arbitrage'

Merger arbitrage, also known as risk arbitrage, is a subset of event-driven investing or trading, which involves exploiting market inefficiencies before or after a merger or acquisition. A regular portfolio manager often focuses on the profitability of the merged entity. In contrast, merger arbitrageurs focus on the probability of the deal being approved and how long it will take to finalize the deal. Since there is a probability the deal may not be approved, merger arbitrage carries some risk.

Merger Arbitrage Mechanics

There are two main types of corporate mergers: cash and stock mergers. In a cash merger, the acquiring company purchases the target company's shares for cash, while a stock-for-stock merger involves the exchange of the acquiring company's stock for the target company's stock. When a corporation announces its intent to acquire another corporation, the acquiring company's stock price typically declines, while the target company's stock price generally rises. To secure the shares of the target company, the acquiring firm must offer more than what the current shares are worth.  The acquiring firm's stock price declines because of market speculation about the target firm or the price offered for the target firm. However, the target company's stock price typically remains below the announced acquisition price, which is reflective of the deal's uncertainty. In an all-cash merger, investors generally take a long position in the target firm.

In a stock-for-stock merger, a merger arbitrageur typically buys shares of the target company's stock while shorting shares of the acquiring company's stock. Therefore, if the deal is completed and the target company’s stock is converted into the acquiring company’s stock, the merger arbitrageur could use the converted stock to cover the short position. A merger arbitrageur could also replicate this strategy using options, such as purchasing shares of the target company's stock while purchasing put options on the acquiring company's stock.

If a merger arbitrageur expects a merger deal to break, the arbitrageur may short shares of the target company's stock. If a merger deal breaks, the target company's share price typically falls to its share price prior to the announcement of the deal. Mergers may break due to a multitude of reasons, such as regulations, financial instability, or unfavorable tax implications.

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