Passage of the Canada Income Tax Act of 1971 permitted Canadian corporations to issue two classes of equity, one paying ordinary cash income and the other paying capital gains income. The shares are known as "interconvertible" because each share is freely convertible one-for-one into a share of the other type. Premiums paid for cash shares are consistent with the relative value of the dividends paid and with the taxation of certain investor groups. However, large premiums for some cash shares are evidence that the shares have been mispriced with respect to the conversion option.

This paper presents a model of bidding strategies in takeovers in which initially uninformed bidders must incur costs to learn their valuations of a target. In the case the the bidders' valuations are independent, the first bidder may make a pre-emptive bid, well above the market price of the shares-he does so o deter the second bidder from investigating. In the case that the bidders' valuations are common, the first bidder may bid low to conceal favourable information. I also investigate the relation between the price at which the target is taken over and he cost of investigation of the second bidder.