Privatization, especially in developing countries, presents international firms with opportunities for market entry and growth, but acquirers have to consider the distinct characteristics of a state owned enterprise (SOE) and the influence of the government as seller and policy maker. This study introduces a model, based on mergers and acquisitions literature and microeconomic theory, that explains the critical relationships among characteristics of the SOE, the government, and the acquirer. Public administration research suggests that the critical characteristics of SOEs are their sources of funding and their mode of social control of the organization, and recent work in privatizing countries emphasizes the influence of the government. The theoretical framework for the model suggested here is derived from research within the field of strategic management on mergers and acquisitions. The paper develops propositions regarding the organizational fit between private firms and those heretofore owned by governments and discusses research and managerial implications.