Technology centrality,bilateral knowledge spillovers and mergers and acquisitions

We construct a search and matching model, which features heterogeneous firms with different management skills and industry-specific knowledge capital, to study individual firms’ behavior in the M&A market. Two firms form a merger if the bilateral knowledge spillovers between them result in a productivity gain, generating a merger surplus larger than the transaction cost. Three key predictions are produced from the model: (i) acquirers with higher technology centrality and management skill exert higher search intensities; (ii) targets with higher technology centrality and lower management skill exert higher search intensities; and (iii) acquirer–target firm pairs with larger bilateral knowledge spillovers generate larger surplus and are more likely to consummate a merger deal. We find strong empirical support for these predictions from merger deals in the U.S. between 1984 and 2020.     

Dynamic efficiencies of the 1997 Boeing‐McDonnell Douglas merger

We evaluate the welfare effects of the 1997 Boeing‐McDonnell Douglas merger in the medium‐sized, wide‐body aircraft industry. We find that the merger led to lower prices. To explain the price drop, we develop a dynamic oligopoly game with learning‐by‐doing. We quantify the welfare effects of the merger by incorporating both increased market power and merger efficiencies from accelerated learning‐by‐doing. Our dynamic analysis indicates that net consumer surplus increased by as much as $5.14 billion, whereas a static model ignoring efficiencies of learning‐by‐doing predicts a $0.92 billion loss.     

Vertical merger,R&D collaboration and innovation

This paper studies the effects of vertical merger and R&D collaboration activities on firms' innovation decisions and stock returns based on a continuous-time real option model under market and technological uncertainties. Our analysis confirms vertical merger's benefit in amplifying the potential gain from innovation through eliminating inefficiencies. We show that vertical merger boosts innovation incentives in two ways: it reduces the optimal innovation threshold when firms suspend the project and increases R&D investment when firms launch the project. If vertical merger is not possible, R&D collaboration can improve firms' innovation levels as an alternative decision, but inefficiencies still exist which implies less pronounced stimulation effects. Both vertical merger and R&D collaboration can reduce firms' risk when conducting innovation project and weaken the positive R&D-returns relation and financial constraints-returns relation, while these effects of vertical merger are stronger than those of R&D collaboration.     

Is the audit services market competitive following Arthur Andersen's collapse?

This study investigates whether audit markets remain competitive in the wake of Arthur Andersen's demise and merger with Ernst & Young to create the Big Four. We conduct the study estimating audit fee models using Australian audit market data from both 2000 and 2003 to determine whether there is any evidence of cartel pricing either before, or subsequent to, the merger. In both years, we find evidence of a Big N price premium when estimating an audit fee model across all clients, and when we estimate the model separately across large and small client market segments. This evidence is consistent with product differentiation by Big N auditors and competitive markets.     

Bank Mergers, Competition, and Liquidity

We model the impact of bank mergers on loan competition, reserve holdings, and aggregate liquidity. A merger changes the distribution of liquidity shocks and creates an internal money market, leading to financial cost efficiencies and more precise estimates of liquidity needs. The merged banks may increase their reserve holdings through an internalization effect or decrease them because of a diversification effect. The merger also affects loan market competition, which in turn modifies the distribution of bank sizes and aggregate liquidity needs. Mergers among large banks tend to increase aggregate liquidity needs and thus the public provision of liquidity through monetary operations of the central bank.     

Loan underpricing and the provision of merger advisory services

This paper investigates the primary and secondary syndicated bank loan market to analyze the effect on pricing when the financial institution commingles syndicated lending with merger advisory services. In particular, we investigate the connection between the acquirer’s choice of financial advisor in a merger and future financing commitments. We find evidence of underpricing of syndicated bank loans in both the primary and secondary market. In the primary market, we show that non-acquisition loans granted by merger advisors to acquiring firms after the merger announcement date are charged a lower all-in-spread relative to acquisition loans if there has been a prior lending relationship. Consistent with this finding, we find that syndicated bank loans for non-acquisition purposes arranged by the acquirer’s advisor after the merger announcement date trade in the secondary market at a significant discount. Since the terms on these non-acquisition loans are not set upon merger announcement, they are most subject to risk shifting and underpricing agency problems. These findings offer evidence consistent with the existence of loss leader and potentially conflicted loans (priced at below-market terms) that are offered by the acquirer’s relationship bank advisor in order to win merger advisory business.     

Hot and cold merger markets

We study mergers and acquisition during the period from 1988 to 2005 and examine the impact of merger market intensity, i.e., merger waves, on the means of payment and the returns to target and acquirer shareholders. We use two proxies to measure the intensity of the merger market—the number of mergers in the trailing 12-month period prior to a merger and the total dollar volume of mergers in the trailing 12-month period prior to a merger—and use these measures to define hot and cold merger markets. We find that stock financing is more common after a stock price run-up for the acquiring firm and in hot merger markets. We also find that the acquisition premium is larger in hot merger markets. Returns to acquiring company shareholders are lower for stock financed mergers and are lower when merger markets are intense. Our results are consistent with the predictions of the behavioral theory for merger waves.     

A theory of acquisition markets: mergers versus tender offers, and golden parachutes

We develop a model of the acquisition market in which the acquirerhas a choice between two takeover mechanisms: mergers and tenderoffers. A merger is modeled as a bargaining game between theacquiring and target firms; whereas a tender offer is modeledas an auction in which bidders arrive sequentially an competefor the target. At any stage of the bargaining game the acquiringfirm can stop negotiating and make a tender offer. In equilibrium,there is a unique level of synergy gains below which the acquiringfirm makes only a merger attempt as it expects to lose in thecompetition resulting from a tender offer. For synergy gainsabove this level, tender offers can occur. However, to get tenderoffers, target shareholders must give their managers gold parachutesthat give higher payoffs in tender offers than in mergers.     

Google attention and target price run ups

We explore the increase in the share prices of target firms before their merger announcements. We use a novelty Google search volume to proxy the market expectation hypothesis according to which firms with an abnormal upward change in Google searches are identified as firms with potential merger activity. We find that Google indicators can explain a larger percentage of the price increase in target firms before their mergers than the Financial Times. However even the Google proxy of the market expectation hypothesis can only explain at best 36% of the target price run ups.     

What drives merger waves?

Aggregate merger waves could be due to market timing or to clustering of industry shocks for which mergers facilitate change to the new environment. This study finds that economic, regulatory and technological shocks drive industry merger waves. Whether the shock leads to a wave of mergers, however, depends on whether there is sufficient overall capital liquidity. This macro-level liquidity component causes industry merger waves to cluster in time even if industry shocks do not. Market-timing variables have little explanatory power relative to an economic model including this liquidity component. The contemporaneous peak in divisional acquisitions for cash also suggests an economic motivation for the merger activity.     

Aggregative games and oligopoly theory: short-run and long-run analysis

We compile an IO toolkit for aggregative games with positive and normative comparative statics results for asymmetric oligopoly in the short and long run. We characterize the class of aggregative Bertrand and Cournot oligopoly games, and the subset for which the aggregate is a summary statistic for consumer welfare. We close the model with a monopolistically competitive fringe for long-run analysis. Remarkably, we show strong neutrality properties in the long run across a wide range of market structures. The results elucidate aggregative games as a unifying principle in the literature on merger analysis, privatization, Stackelberg leadership, and cost shocks.     

FT coverage and UK target price run-ups

We focus on the market expectation hypothesis to explain the increase in share prices and trading volume of target firms before their merger announcements that have conventionally been attributed to either insider trading or market expectation. We use Financial Times (FT) coverage as a proxy of merger expectation and search for relevant articles for 783 UK target firms between 1998 and 2010. We identify a total of 1049 rumour articles and find that the FT market expectation proxy explains a small percentage of the target price run-ups. Results are strong during the sample period, even though the magnitude for both returns and trading volume tends to decrease within recent years. There is also a strong contemporaneous relation between abnormal returns and trading volume. Unexplained increases in target prices and trading volume may be attributed to insider trading.     

Understanding merger incentives and outcomes in the US mutual fund industry

This paper examines the incentives of acquirers and targets in the merger market. Using data on acquisitions among mutual fund management companies from 1991 to 2004, I estimate a two-sided matching model of the merger market jointly with equations representing merger outcomes. According to the empirical investigation, although the desire to achieve a sufficient scale to attract investors is a key driver for mergers, some mergers seem to be driven by objectives other than shareholder value maximization. I find that companies that are potentially prone to misaligned incentives between owners and managers are more acquisitive than others, yet have significantly worse post-merger operating performance. I also find that these acquirers, despite their higher willingness to pay for targets, are not any more likely to match with high-quality targets, potentially due to targets’ incentive to avoid bad organizations.     

Market reaction to the merger announcements of US banks: A non-parametric X-efficiency framework

This paper investigates the short-term market reaction of nine profit-efficiency, pre-classified merger deals of US banks over the time period from 1992 to 2003. The findings show that mergers combining low efficiency acquirers and targets create significant market returns following the merger event, while mergers combining the least efficient acquirers with moderately efficient targets diminish the acquirer's wealth more than any other type of merger. Furthermore, findings show that acquirers generally lose about 2.5% of their wealth upon the merger announcement while targets experience, on average, significant market returns of 15.5% following the merger announcement.The findings of the cross sectional analysis show that the CARs of acquirers are positively related to their technical efficiency and geographic diversification, while targets' CARs are negatively related to both target size and revenue efficiency.     

Dynamic Competition,Valuation, and Merger Activity

We model the interactions between product market competition and investment valuation within a dynamic oligopoly. To our knowledge, the model is the first continuous‐time corporate finance model in a multiple firm setting with heterogeneous products. The model is tractable and amenable to estimation. We use it to relate current industry characteristics with firm value and financial decisions. Unlike most corporate finance models, it produces predictions regarding parameter magnitudes as well their signs. Estimates of the model's parameters indicate strong linkages between model‐implied and actual values. The paper uses the estimated parameters to predict rivals’ returns near merger announcements.     

The Importance of Industry Links in Merger Waves

We represent the economy as a network of industries connected through customer and supplier trade flows. Using this network topology, we find that stronger product market connections lead to a greater incidence of cross‐industry mergers. Furthermore, mergers propagate in waves across the network through customer‐supplier links. Merger activity transmits to close industries quickly and to distant industries with a delay. Finally, economy‐wide merger waves are driven by merger activity in industries that are centrally located in the product market network. Overall, we show that the network of real economic transactions helps to explain the formation and propagation of merger waves.     

The Market for Mergers and the Boundaries of the Firm

We relate the property rights theory of the firm to empirical regularities in the market for mergers and acquisitions. We first show that high market-to-book acquirers typically do not purchase low market-to-book targets. Instead, mergers pair together firms with similar ratios. We then build a continuous-time model of investment and merger activity combining search, scarcity, and asset complementarity to explain this like buys like result. We test the model by relating like-buys-like to search frictions. Search frictions and assortative matching vary inversely, supporting the model over standard explanations.     

An information-based model of target stock price runup in the market for corporate control

The stock price runup of target firms in the market for corporate control has been anecdotally attributed to inside trading. Moreover, the empirical merger and acquisitions literature documents a time-varying level and duration of the stock price runup of target firms. Using a market microstructure approach, we model stock price runup as a stochastic process that shifts between a random walk without drift and a predictable process dependent on a parsimonious set of state variables. Consistent with the market microstructure literature, predictability in prices can be exploited only by the informed trader. The model is capable of explaining the complex stylized facts observed in stock price runup. It is also consistent with the merger wave literature, as we find that capital liquidity, economic growth, and market valuations drive the complex dynamics of stock price runup.     

Value creation and challenges of an international transaction The DaimlerChrysler merger

Globalization is a buzzword in international finance and economics. On May 6, 1998, in London, Daimler-Benz of Germany signed a merger agreement with Chrysler Corporation of the United States. Using the DaimlerChrysler merger as a case study, this paper focuses on value creation and analysis of various issues in an international transaction. The market responded very favorably to this merger, and we review the potential sources of value creation in the merger as well as outline the steps undertaken to consummate the merger. We also consider an interesting question: Can a company truly be “global”? Differences in corporate culture, compensation policies, ownership structure, and the legal environment pose significant challenges to all mergers but especially international business combinations. Important post-merger events, such as the Standard & Poor's decision not to include DaimlerChrysler in the S&P500 Index and the clash of corporate cultures and compensation schemes, have presented major roadblocks to it becoming a truly global company.     

US, UK and European Stock Market Integration

Abstract:   This paper examines long‐run convergence between US, UK and seven European stock markets. We report evidence to suggest that while real short‐run diversification gains may occur, in general they tend to be short‐lived. However we also find that US and UK markets are relatively less bound to a common trend, which would imply that increased stock market merger activity, and any transition to the European common currency by the UK, may lead to relatively large stock market adjustments as markets adapt to these institutional changes.