KPMG in Poland conducted a study of tender offers for the sale of shares of companies listed on the Warsaw Stock Exchange from January 1, 2020, to December 31, 2024. Recent years have brought a significant decline in the number of takeover bids – for the first time in years, 2024 saw no tender offers aimed at gaining control over companies. Based on analysis of data from successful tender offers that resulted in gaining control over companies, KPMG Poland estimated the control premium level at 17.1% for the 2020-2024 period.
Key report highlights
What is a control premium and how is it calculated
A control premium is an additional premium above the fair value of equity interests that an investor is willing to pay to acquire a controlling stake in a company. In other words, the control premium quantifies the set of privileges an investor gains when becoming a majority shareholder.
A controlling stake in a company enables making decisions regarding the sale of the business, appointing and dismissing board members and setting rules for their remuneration, managing company assets, declaring dividends, and influencing the strategic direction of the organization.
KPMG in Poland estimates the level of premium related to gaining control over a company based on studying the tender offers market in Poland over a 5-year period. The analysis is based on successful tender offers for companies listed on the Warsaw Stock Exchange that resulted in acquiring more than 50% of shares.
„The observed increase in the level of premiums in Poland, despite the absence of takeover bids in 2024, raises the question of how much higher this premium could be if such bids were to occur. Current year 2025 has not yet brought any new bids to confirm this hypothesis. It will be interesting to see what the coming months bring.”
Analysis results
KPMG analyzed 113 tender offers for entities listed on the WSE, of which 103 were successful - meaning the bidder managed to purchase at least some shares covered by the offer. Of the 103 successful tender offers for public company shares, 29 led to acquiring a majority stake. The control premium was estimated at 17.1% as the arithmetic average of the following calculations:
- The median premium resulting from the difference between the price paid following the tender offer and the share price one day before the announcement was 6.5%.
- Similarly, the median premium over the tender price relative to the share price one month before the offer date was 17.1%.
- Regarding the price from 2 months before the tender date, investors had to pay a premium of 16.8%.
- For the price from 3 months prior, the median premium was 28.0%.
„The current edition presents a compelling comparison of takeover bid premiums across major capital markets, including the US, UK, EU, and Asia, segmented into developed and emerging economies. Premiums are highest in the US and Asia (37% and 32%, respectively), followed closely by the UK and developed EU markets (29% and 28%). In Poland, premiums on the Warsaw Stock Exchange (WSE) were only slightly above those in emerging markets, yet nearly 10 percentage points below Western European levels. Although the WSE has lost its emerging market status, there remains significant potential to enhance value for minority shareholders in takeover scenarios. Many investors still view Polish equities as attractively priced compared to US and Asian shares considering valuation multiples. However, the absence of takeover bids in 2024 may reflect limited investor appetite, influenced by share price dynamics, macroeconomic conditions, and geopolitical factors.”
Control premium in historical perspective
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