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Scorched Earth Policy

Actions taken to make the target company unattractive to potential acquirers

What is a Scorched Earth Policy?

In finance, a scorched earth policy is a tactic that a company can use to prevent a hostile takeover. Essentially what happens is a company targeted for takeover does everything it can reasonably do to make itself unattractive, so the potential acquirer is less likely to want to follow through with the takeover attempt.

 

Scorched Earth Policy

 

Scorched Earth Policy Tactics

In order to make itself less attractive, a targeted company may do a number of things, including:

  1. Liquidating or terminating significantly valuable assets and securities
  2. Making plans to repay debts as soon as the hostile takeover is completed (meaning the acquiring company would then be forced to pay out the balance of the debt = losing profit)
  3. Trying to “scorch” the acquirer as well by using another poison pill strategy, the flip-over strategy, which enables shareholders of the target company to purchase discounted shares of the acquiring company if the takeover is successful. The move will dilute the value of the acquiring company’s outstanding shares.

 

Origin of the Scorched Earth Policy

The term “scorched earth” started as a military term. During times of war, troops would destroy valuable goods – crops, buildings, routes in and out of towns – in order to make them unusable by enemy troops.

The downside to the scorched tactic is that the items and infrastructure that were destroyed could also no longer be used by the troops who destroyed them. Ultimately, it was deemed a tactical move that would succeed in the end.

 

Issues with the Scorched Earth Policy

In finance, a similar result occurs. When a company deliberately takes action to make itself less attractive, the goal is to prevent any takeover attempt. In the event that the policy works, the targeted company achieves its desired result. There are two major problems that may arise from implementing the scorched earth policy, including:

  1. The acquirer may still see underlying value in the targeted company and follow through with the takeover anyway, assuming it can restore the target company to its former value once it’s in a position of ownership.
  2. If the takeover attempt falls through, the targeted company sabotages itself by making it a shell of its former value and reducing its earning potential. Many companies targeted for a hostile takeover that implement the scorched earth tactic may successfully prevent the takeover attempt, but find they aren’t able to recover to their former state. Some may eventually be forced into bankruptcy and liquidation.

 

Final Word

The scorched earth policy is, at its core, a final effort by a company to stop a hostile takeover. Other anti-takeover strategies are often better options because they don’t sabotage the value and potential of the targeted company.

For a few companies, the scorched earth policy can be successful, and the company recovers after the takeover bid fails. For the rest, however, the takeover is either not stopped or the self-sabotage ruins the company in the process of stopping the takeover.

 

More Resources

CFI is the official provider of the Financial Modeling and Valuation Analyst (FMVA)™ certification program, designed to transform anyone into a world-class financial analyst.

To keep learning and developing your knowledge of financial analysis, we highly recommend the additional resources below:

  • Golden Parachute
  • Greenmail
  • Poison Put
  • Shark Repellent

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