This case extends the Takeover! 1997 simulation exercise (UVA-F-1170 through 1173) to include a role for a bank. As with the other roles in the exercise, students form teams to play their assigned roles in the drama of the hostile takeover. The exercise follows the schedule of briefings, negotiations/simulations, and debriefings. In this case (and its sibling, UVA-F-1250), students represent a lender/investment banker, from whom bidders must obtain financing. This exercise simulates a hostile takeover attempt in January 1997.The target is an underperforming conglomerate with two principal business segments: consumer foods and specialty chemicals. The raider company has a history of hostile action, usually profiting from greenmail or the bust-up liquidation of the unfortunate target. Two other bidding parties are present: a white-knight firm that has had amicable relations with the target in the past and considers making a friendly bid for the target, and an LBO firm that has ample equity and lines of credit to finance a buyout. Finally, the instructor has the option of including two banks that can impose some restraint on possible "deal frenzy." The exercise organizes students into teams representing the four companies, who must negotiate an outcome that is most advantageous to their own firms. The parties are motivated to take action because the expiration of the raider’s tender offer will occur soon, at which time, if there is no higher offer outstanding, the arbitrageurs will tender their shares and the raider will seize control. All parties know that the target company’s board of directors is meeting in a few hours in an effort to settle on a course of action. This exercise is ideally suited to (1) exercise students’ valuation and negotiation skills, (2) train students in the unusual dynamics of hostile takeovers, and (3) develop an understanding of some fundamental points of corporate governance, including the responsibilities of a board of directors and the agency problems that can arise when managers’ jobs are threatened. This exercise is an expanded and updated version of the original Takeover! exercise, which was set in 1988. While the valuation problem here is largely the same as in that exercise, much more information has been added regarding the raider, the white knight, and the LBO firm. In addition, the legal and regulatory settings in this exercise reflect important changes in the environment that occurred in the early and mid-1990s.