Saturday Night Special

What Is a Saturday Night Special?

A Saturday Night Special is a now obsolete takeover strategy that involved a company attempting to acquire another one by making a sudden public tender offer, usually over the weekend. The offer was only open for a short interval, typically a few days, pressurizing shareholders to make a quick decision and leaving management with little time to mount an adequate defense and weigh up its options.

Understanding a Saturday Night Special

A tender offer is a public solicitation to all shareholders requesting that they sell their shares at a specific price — usually at a premium to their current market value. If enough shareholders accept the proposal, the takeover is complete and the acquirer assumes control of the target.

The Saturday Night Special merger and acquisition (M&A) technique was popular and somewhat prosperous in the 1970s when only a minimum of seven calendar days needed to pass between the time that a tender was publicly announced and its deadline. That limited timeframe enabled the acquirer to catch the target company off guard, particularly when the offer was lodged over the weekend: a period when markets are closed and interested parties are off doing other things.

In short, a Saturday Night Special effectively reduced the time for a response, putting the target in an awkward, vulnerable position and potentially making them easier prey for the acquiring company.

What Led to the Saturday Night Special Decline?

The Saturday Night Special was effective when the Williams Act accepted a minimum of seven days as a reasonable deadline to respond to a tender offer. When the time period was later extended to 20 days—following complaints that managers and shareholders were being forced to make critical decisions under unreasonable time pressure—and a rule was implemented demanding acquisitions of 5% or more of equity to be disclosed to the Securities and Exchange Commission (SEC), the quick strike, stealthy Saturday Night Special method was rendered useless.

Special Considerations

Over the years, it has become increasingly difficult for acquirers to swoop in quickly for their target and take them by surprise. Other than regulatory changes, advancements in information technology also helped erode the effectiveness of the Saturday Night Special strategy.

A hallmark of financial markets today is the rapid exchange of information. In the present climate, corporate takeover targets are often well ahead of potential unwanted advances.

In an interesting reversal of the rationale behind a Saturday Night Special play, takeover attempts today are usually well-publicized. By using the media, internet, and many other options unavailable in the 60s and 70s, potential acquirers regularly use PR to sway public perceptions in their favor.