Godfather Offer: What It Is, How It Works, Example

What Is a Godfather Offer?

A Godfather offer is an irrefutable takeover bid made to a target company by an acquirer. Typically, the offer is priced at an extremely generous premium compared with the target's prevailing share price, making it difficult for the board of directors to reject the bid without angering shareholders and being accused of breaching their fiduciary duty.

A Godfather offer is named after the Francis Ford Coppola movie of the same title. More specifically, the name refers to the film's famous line, "I'm gonna make him an offer he can't refuse." This line has gone on to become one of the most celebrated quotations in cinema.

How a Godfather Offer Works

In essence, the idea of a Godfather offer isn't so much an offer as a sly, yet heavy-handed demand: do as I say, or else.

Of course, the acquiring company isn't insinuating it will kill somebody if it doesn't get its way, like Marlon Brando's character Don Corleone did in the movie. However, it is being aggressive and putting a targeted company that doesn't want to be purchased in an awkward, vulnerable position.

When a tender offer is made publicly inviting shareholders to sell their shares at a very favorable price, the target's board of directors might have trouble voicing its resistance. Put it this way: If the board doesn't want to sell and snubs the bid, shareholders may initiate lawsuits or other forms of revolt against the target company for not performing its fiduciary duty of looking out for shareholders' interests.

A Godfather offer is even harder for the target company's board to reject when its stock price has been flat or declining for an extended period of time. In such scenarios, it is even more likely that long-time investors would jump at the opportunity to cash out at an elevated price.

Example of a Godfather Offer

Company A is a promising, up-and-coming developer of new, niche technologies. Its solutions could revolutionize how the world operates, leading some larger companies to sniff around and inquire about taking it over.

Company A's board of directors privately rebuffs all proposals, claiming it has no interest in selling and handing over all its potential to another firm. That strategy helps to keep the predators at bay for a few months until one of them turns hostile.

Company C, an industry juggernaut with significant financial resources, eventually gets tired of Company A's reluctance and responds by tabling a generous Godfather offer directly to shareholders. A bid of $70 per share is lodged, representing a 75% premium on Company A's current market price.

Company A's board is livid and maintains it doesn't want to sell at any cost, while the shareholders it is elected to represent voice support for the deal and refuse to take no for an answer. Suddenly, things turn messy. Disgruntled shareholders engage in a proxy fight, joining forces in an attempt to seize control and get the takeover approved. They also threaten to sue the board for failing to act in their best interests.