Dictionary

Bear hug

“An unsolicited offer to buy a listed company, made publicly or directly to its board at a substantial premium to the share price. It pressures the board because shareholders may favour the offer, but does not guarantee that the acquisition will happen.”

Why a bear hug matters to a first-time founder

In mergers and acquisitions, a bear hug puts pressure on a target company’s board because rejecting a generous public or board-level offer may be difficult to justify to shareholders. It is typically unsolicited and priced above the current market value. Directors must still assess value, certainty, conditions and stakeholder duties under applicable law.

Examples of bear hugs

A buyer privately approaches the board of a UK-listed company trading at £8 per share, then announces an unsolicited £11 cash offer after the board refuses talks. The 37.5% premium attracts shareholder attention, but the board examines financing, regulatory approval and whether the offer undervalues the company’s future prospects.

Common misunderstanding

A bear hug does not guarantee an acquisition, and a generous price does not oblige the board to accept. It describes a high-premium unsolicited takeover approach designed to be hard for a board to ignore. It may precede a friendly negotiation or a hostile bid, but shareholders, regulators and other conditions can still prevent completion.

When to use it

Use the term when analysing an unsolicited acquisition proposal made directly to a board or publicly at a substantial premium. If your company receives one, preserve confidentiality where required, manage conflicts and obtain specialist legal and financial advice immediately. Do not describe ordinary acquisition interest or every premium offer as a bear hug.