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Table 2: Summary Statistics by Transaction Form

Mean (median)

All Transactions (n=121)

Tender Offers (n=35)

Statutory Mergers (n=84)

Target characteristics Delaware incorporation

58.7%

71.4%*

53.6%*

Controlling shareholder Controller pre-announcement stake Founder or family group Experienced outside counsel?

65.0% (65.8%) 42.1% 29.8%

71.2%*** (72.8%) 31.4%* 48.5%***

62.4%*** (63.1%) 47.6%* 21.5%***

Deal characteristics Transaction value ($MM) Stock consideration

$327.8 ($17.0) 20.7%

$493.7 ($25.5) 25.7%

$254.4 ($14.8) 17.9%

Offer conditions Non-waivable majority-of-the-minority or 90% tender condition Back-end guarantee at deal price

56.4%

81.8%***

43.3%***

97.0%

97.0%

N/A

Outcomes Tendered into front-end tender offer (%) Success rate Days between initiation and close

74.5% (78.6%) 80.2 173.6 (159.0)

74.5% (78.6%) 82.9% 119.2*** (103.0)

N/A 78.8% 195.6*** (182.0)

Premiums First offer over average price: 30 days prior 60 days prior Increase over average price: 30 days prior 60 days prior Final deal price over average price (successful deals only): 30 days prior 60 days prior

27.0% (16.6%) 25.7% (17.5%)

18.1%** (11.2%) 16.5%** (10.7%)

31.2%** (24.7%) 30.1%** (24.4%)

19.8% (13.5%) 19.2% (13.6%)

9.5%*** (7.1%) 9.3%*** (6.9%)

24.6%*** (14.9%) 24.7%*** (14.9%)

44.8% (32.1%) 44.0% (34.4%)

29.2%*** (26.4%) 27.1%*** (23.0%)

52.1%*** (35.3%) 51.9%*** (42.7%)

This table reports summary statistics on all freeze-out transactions announced between June 19, 2001, when the Delaware Chancery Court issued its opinion in Siliconix, and April 30, 2005 (n=121). Two reverse stock splits (Moyco Technologies and Semele Group Inc.) are categorized as statutory mergers for reasons described in the text. Two freeze-outs (Kontron Mobile and Ticketmaster) are included in the overall statistics but are not categorized as either tender offers or mergers, for reasons described in the text. One freeze-out (SAZTEC International) is excluded from the premium calculations for reasons described in the text; the differences reported in this table become statistically stronger when SAZTEC is included. * = statistically significant difference between means at 90% confidence; ** = statistically significant at 95% confidence; *** = statistically significant at 99% confidence.

Panel A: All Targets

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