The Potential Pressure of Pre-Wired Back-End Structures in a Public Offer

In the Dutch takeover debate, it has been argued that minimum acceptance thresholds are set ever lower, that pre-wired back-end structures pressure shareholders to tender their shares, and that this practice reduces takeover premiums. This study tests these claims using mainly offer memoranda for Dutch listed companies from January 2001 to April 2026. It examines how the minimum acceptance threshold has developed since 2001, whether pre-wired structures are associated with higher tender rates, and whether they and the threshold level are associated with the takeover premium. Comparisons involving pre-wired structures focus on offers from 2010 onwards, when these structures first appeared. Descriptive analyses show that the threshold has not steadily declined, is generally higher for offers with a pre-wired structure and has usually remained well below 95%. Bivariate and regression analyses show no significantly higher tender rates for offers with a pre-wired structure. For the takeover premium, the estimated association with a pre-wired structure is negative but imprecise, is not statistically significant in the main analysis and depends on the model and sample used. The threshold level is not robustly associated with the premium either. The assumed pressure thus finds little empirical support, although economically relevant associations cannot be excluded.