This study examines shareholder wealth effects in tender offers and attempts to explain abnormal return variations of bidding and target firms at announcement of takeovers using the free cash flow hypothesis of Jensen. On average, bidders with large free cash flows pay higher premia (apparently more than fair market value) to targets than do other bidders with no free cash flows. Thereby, these bidders experience negative wealth effects on announcement of tender offers. Cross-sectional regression analysis suggests that for the subsample of takeover bids where bidders have large free cash flows, the increase in the debt ratio resulting from takeover has a significant positive wealth effect for bidding firm shareholders, while it has no effect in other subsamples. The evidence is consistent with the free cash flow hypothesis.