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Table 5: Transaction Form

This table reports regression estimates on the association between the controller’s choice of transactional form (tender offer or statutory merger) and target, controller, and deal characteristics. The dependent variable in all models is TENDER, set to 1 if the freeze-out is structured as a tender offer and 0 otherwise. Two freeze-outs (Kontron Mobile and Ticketmaster) are excluded from the analysis for reasons described in the text. * = statistically significant at 90% confidence; ** = statistically significant at 95% confidence; *** = statistically significant at 99% confidence. All models are run as probit regressions and include a constant term (not reported). Standard errors are adjusted for clustering by controller’s outside counsel.

0.09 (0.09)

0.09 (0.09)

-0.28 (0.46)

-0.24 (0.44)

Model # Î

Deal Characteristics Log(transaction value) Stock consideration?

Panel A: All Targets

#1

#2

0.07 (0.08)

0.07 (0.08)

-0.14 (0.42)

-0.13 (0.42)

#3

#4

Target Shareholder Profile Percent held by controller Percent held by institutions Number of large-block holders

0.04 (0.01)*** 0.02 (0.63) -0.09 (0.15)

0.04 (0.01)***

0.04 (0.01)***

0.03 (0.01)***

Target & Controller Characteristics Delaware target? Controller is family group?

0.25 (0.31) 0.25 (0.37)

0.23 (0.30) 0.22 (0.35)

0.21 (0.31) 0.26 (0.38)

0.19 (0.31) 0.23 (0.38)

Controller’s Outside Counsel: Log(deal experience) Experienced? Experienced? * Pre-deal stake

0.13 (0.09)

0.12 (0.09)

0.71 (0.34)**

0.01 (0.00)**

Log(days since Siliconix)

-0.22 (0.16)

-0.23 (0.15)

-0.24 (0.15)

-0.23 (0.15)

Number of observations Pseudo R-sq

112 15.9%

112 15.6%

112 17.3%

112 17.6%

51

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