Why do people buy stocks at higher price in merger?
"Without any highly credible anticipation of a company being a target of a pending takeover, its common stock will normally trade at what can be considered non-control or ""passive market"" prices, i.e. prices that passive securities investors pay or receive for each share of stock. When there is talk or suggestion of a publicly traded company's being an acquisition target, it begins to trade at ""control market"" prices, i.e. prices that an investor or group of them is expected to pay in order to control the company.  In most cases control requires a would-be control shareholder to own half a company's total votes (not necessarily stock) plus one additional vote and to pay a greater price than passive market prices to non-control investors (and sometimes to other control investors). The difference between these two market prices is termed a ""control premium.""  The appropriateness and value of this premium has been upheld in case law, with some conflicting opinions, in Delaware Chancery Court (see the reference below; LinkedIn Corp. is incorporated in the state), most other US states' courts and those of many countries with active stock markets. The amount of premium is largely determined by investment bankers who, in addition to applying other valuation approaches, review most recently available similar transactions for premiums paid and advise (formally in an ""opinion letter"") their clients what range of prices to pay or accept. In addition to increasing the likelihood of being outbid by a third-party, failure to pay an adequate premium is often grounds for class action lawsuits that may take years to resolve with great uncertainty for most parties involved. For a recent example and more details see this media opinion and overview about Dell Inc. being taken private in 2013, the lawsuits that transaction prompted and the court's ruling in 2016 in favor of passive shareholder plaintiffs.  Though it has more to do with determining fair valuation than specifically premiums, the case illustrates instruments and means used by some courts to protect non-control, passive shareholders. ========== REFERENCE As a reference, in a 2005 note written by a major US-based international corporate law firm, it noted with respect to Delaware courts, which adjudicate most major shareholder conflicts as the state has a disproportionate share of large companies in its domicile, that control premiums may not necessarily be paid to minority shareholders if the acquirer gains control of a company that continues to have minority shareholders, i.e. not a full acquisition: Delaware case law is clear that the value of a dissenting [target company's]   stockholder’s shares is not to be reduced to impose a minority   discount reflecting the lack of the stockholders’ control over the   corporation. Indeed, this appears to be the rationale for valuing the   target corporation as a whole and allocating a proportionate share of   that value to the shares of [a] dissenting stockholder [exercising his appraisal rights in seeking to challenge the value the target company's board of directors placed on his shares]. At the same   time, Delaware courts have suggested, without explanation, that the   value of the corporation as a whole, and as a going concern, should   not include a control premium of the type that might be realized in a   sale of the corporation." There are kind of two answers here: the practical reason an acquirer has to pay more for shares than their current trading price and the economic justification for the increase in price. Why must the acquirer must pay a premium as a practical matter?  Everyone has a different valuation of a company.  The current trading price is the lowest price that any holder of the stock is willing to sell a little bit of stock for and the highest that anyone is willing to buy a little bit for. However, Microsoft needs to buy a controlling share.  To do this on the open market they would need to buy all the shares from people who's personal valuation is low, and then a bunch from people whose valuation is higher and so on.  The act of buying that much stock would push the price up by buying all the shares from people who are really willing to sell.  Moreover, as they buy more and more, the remaining people increase their personal valuation so the price would really shoot up.  Acquirers avoid this situation by offering to buy a ton of stock at a substantially higher, single price. Why is Linkedin suddenly worth more than it was yesterday? Microsoft is expecting to be able to use its own infrastructure and tools to make more money with Linkedin than Linkedin would have before.  In other words, they believe that the Linkedin division of Microsoft after the merger will be worth more than Linkedin alone was before the merger.  This synergistic idea is the theoretical foundation for mergers in general and the main reason people use to argue for a higher price. You could also argue that by expressing an interest in Linkedin, Microsoft may be telling us something it knows about Linkedin's value that maybe we didn't realize before because we aren't as smart and informed as the people on Microsoft's board.  But since it's Microsoft that's doing the buying in this case, I'm going to go out on a limb and say this is not the main effect.  Given Microsoft's history, the idea that they buy expensive things because they have money to burn is more compelling than the idea that they have an insight into a company's value that we don't. Microsoft wants to buy a majority in the stock. To accomplish that, they have to offer a good price, so the current share owners are willing to sell. Just because the CEO of LinkedIN agreed to the deal doesn't really mean much, only that he is willing to sell his shares at that price. If he does not own 50%, he basically cannot complete the deal; other willing sellers are needed. If Microsoft could buy 50+% of the shares for the current market price, they would have just done that, without any negotiations. That is called a hostile take-over.
"Note that we do not comment on specific stocks here, and have no place doing so. If your question is only about that specific stock then it is off topic. I have not tried to answer that part below. The key to valuation is predicting the net present value of all of a company's cash flows; i.e. of their future profits and losses. Through a number of methods to long to explain here investment banks and hedge funds work out what they expect the company's cash flows to be and trade so that these future profits, losses etc. are priced into the stock price. Since future cash flows, profits or whatever you want to call them are priced in, the price of a stock shouldn't move at all on an earnings statement. This begs the question ""why do some stock prices move violently when they announce earnings?"" The models that the institutional investors use are not perfect and cannot take into account everything. An unexpected craze for a product or a supply chain agreement breaking down on not being as good as it seems will not be factored into this pricing and so the price will move based on the degree to which expectation is missed or exceeded. Since penny socks are speculative their value is based far more on the long term expected cash flows and less on the short run cash flows. This goes a long way to explaining why some of the highest market capitalisation penny stocks are those making consistent losses. This means that they can be far less susceptible to price movements after an earnings announcement even if it is well out of the consensus range. Higher (potential) future value comes with the higher risks of penny stocks which discounts current value. In the end if people's expectation of the company's performance reflects reality then the profitability is priced in and there will be no price movement. If the actuality is outside of the expected range then there will be a price movement." If this is a one to one share exchange with added cash to make up the difference in value, you're getting 1 share of XYZ plus $19.20 in cash for each share of ABC.   They calculated the per share price they're offering ($36) and subtracted the value of XYZ share at the time of the offer ($16.80) to get the cash part ($19.20).   The value of XYZ after is subject to investor reaction.  Nobody can accurately predict stock values.  If you see the price dropping, owners of XYZ are selling because they feel that they no longer wish to own XYZ.  If XYZ is rising, investors feel like the merger is a positive move and they are buying (or the company is buying back shares). Bottom line is the cash is a sure thing, the stock is not.  You called it a merger, but it's actually a takeover.  My advice is to evaluate both stocks, see if you wish to continue owning XYZ, and determine whether you'd rather sell ABC or take the offer.  The value of ABC afterwards, if you decline the offer, is something that I cannot advise you on. "The value of a stock ultimately is related to the valuation of a corporation.  As part of the valuation, you can estimate the cash flows (discounted to present time) of the expected cash flows from owning a share.  This stock value is the so-called ""fundamental"" value of a stock.  What you are really asking is, how is the stock's market price and the fundamental value related?  And by asking this, you have implicitly assumed they are not the same.   The reason that the fundamental value and market price can diverge is that simply, most shareholders will not continue holding the stock for the lifespan of a company (indeed some companies have been around for centuries).  This means that without dividends or buybacks or liquidations or mergers/acquisitions, a typical shareholder cannot reasonably expect to recoup their share of the company's equity. In this case, the chief price driver is the aggregate expectation of buyers and sellers in the marketplace, not fundamental evaluation of the company's balance sheet.   Now obviously some expectations are based on fundamentals and expert opinions can differ, but even when all the experts agree roughly on the numbers, it may be that the market price is quite a ways away from their estimates.  An interesting example is given in this survey of behavioral finance.  It concerns Palm, a wholly-owned subsidiary of 3Com.  When Palm went public, its shares went for such a high price, they were significantly higher than 3Com's shares.  This mispricing persisted for several weeks. Note that this facet of pricing is often given short shrift in standard explanations of the stock market.  It seems despite decades of academic research (and Nobel prizes being handed out to behavioral economists), the knowledge has been slow to trickle down to laymen, although any observant person will realize something is amiss with the standard explanations.   For example, before 2012, the last time Apple paid out dividends was 1995.  Are we really to believe that people were pumping up Apple's stock price from 1995 to 2012 because they were waiting for dividends, or hoping for a merger or liquidation?  It doesn't seem plausible to me, especially since after Apple announced dividends that year, Apple stock ended up taking a deep dive, despite Wall Street analysts stating the company was doing better than ever.  That the stock price reflects expectations of the future cash flows from the stock is a thinly-disguised form of the Efficient Market Hypothesis (EMH), and there's a lot of evidence contrary to the EMH (see references in the previously-linked survey).  If you believe what happened in Apple's case was just a rational re-evaluation of Apple stock, then I think you must be a hard-core EMH advocate. Basically (and this is elaborated at length in the survey above), fundamentals and market pricing can become decoupled.  This is because there are frictions in the marketplace making it difficult for people to take advantage of the mispricing.  In some cases, this can go on for extended periods of time, possibly even years.  Part of the friction is caused by strong beliefs by market participants which can often shift pressure to supply or demand.  Two  popular sayings on Wall Street are, ""It doesn't matter if you're right.  You have to be right at the right time.""  and ""It doesn't matter if you're right, if the market disagrees with you.""  They suggest that you can make the right decision with where to put your money, but being ""right"" isn't what drives prices.  The market does what it does, and it's subject to the whims of its participants." "If they return to their earlier prices Assuming I don't make too many poor choices That's your problem right there: you have no guarantee that stocks, will in fact return to their earlier prices rather than go down some more after the time you buy them. Your strategy only looks good and easy  in hindsight when you know the exact point in time when stocks stopped going down and started going up. But to implement it, you need to predict that time, and that's impossible. I would adopt a guideline of ""sell when you've made X%, even if it looks like it might go higher."" Congratulations, you've come up with the concept of technical analysis. Now go and read the hundreds of books that have been written about it, then think about why the people who wrote them waste time doing so rather than getting rich by using that knowledge." The market maker will always compare the highest bid and the lowest ask. A trade will happen if the highest bid is at least as high as the lowest ask. Adding one share (or a million shares) at a higher asking price, here: $210 instead of $200, will not have any effect at all. Nobody will buy the share.  Adding a bid for one share (or a million shares) at a higher bid price will trigger a sale. If you bid $210 for one share, you will pay $210 for one of the shares that were offered at $200. If you have $210 million in cash and add a bid for 1,000,000 AAPL at $210, you will pay $210 for all shares with an ask of $200.00, then $200.01, then $200.02 until you either bought all shares with an ask up to $210, or until you bought a million shares.  With AAPL, you probably bid the price up to $201 with a million shares, so you made lots of people very happy while losing about 10 million dollars. So let's say this is a much smaller company.  You have driven the share price up to $210, but there is nobody else bidding above $200. So nobody is going to buy your shares. Until some people think there is something going on and enter higher bids, but then some people will take advantage of this and ask lower than your $210. And there will be more people trying to make cash by selling their shares at a good price than people tricked into bidding over $200, so it is most likely that you lose out.  (This completely ignores legality; attempting to do this would be market manipulation and in many countries illegal. I don't know if losing money in the process would protect you from criminal charges). people buy stocks because there is more to Return on Investment than whether dividends are issued or not. Some people want ownership and the ability to influence decisions by using the rights associated with their class of stock. Another reason would be to park capital in a place that would grow faster than the rate of inflation. these are only a few of many reasons why people would buy stock. Stock markets are supposed to be about investment and providing capital to companies for operations and research.  High frequency trading is only about gaming the market and nothing else.  Arguments that this provides more capital or liquidity don't make any sense because the speed of trading is such that listed companies cannot take advantage and only high frequency traders are served. The price for securities is negotiable.  You totally have a right to make a lower offer when buying or ask for a higher price when selling.    Securities don't trade at a fixed price, the price goes up and down throughout the day based on the price offers made by buyers and sellers and where they find agreement. If a stock last traded for $10, someone can put out an offer to buy the stock at $9.50, if they find someone who wants to sell and will accept that price, then a deal is made. unless something is falling rapidly in price however, an offer that far below the last price is not terribly likely to be accepted. Now if you want to be assured of making a sale or purchase, you generally trade 'at the market' and for small time players that is very much encouraged as it makes it easier for everyone.