The effect of mergers and acquisitions on environmental,social and governance performance and market value: Evidence from EU acquirers

This study explores the effect of environmental, social, and governance (ESG) performance on market value and performance in the context of mergers and acquisitions. We examine whether acquisition of targets with better ESG performance can help acquirers to increase their own ESG performance and whether the market values the increased ESG performance positively. Moreover, we explore whether the acquisition of targets with better ESG performance affects the market value of acquirers. For this study, we utilize a sample of 100 European mergers and acquisitions between 2003 and 2017, for which matching data on the ESG performance of both the target and acquiring firms are available. Our results show that the postmerger ESG performance of the acquirer increases following the acquisition of a target that has higher ESG performance than that of the acquirer in the premerger stage, whereas the postmerger market value of the acquirer increases following an increase in the acquirer's postmerger ESG performance in relation to its premerger ESG performance. Finally, we provide partial evidence of a positive relationship between the postmerger market value of the acquirer and the acquisition of a target with higher ESG performance than itself in the premerger stage.     

The strategic choice of payment method in takeovers: The role of environmental,social and governance performance

Payment method choice in takeovers is mainly driven by both asymmetric information between the acquirer and the target and the acquirer's financial capability. In this paper, we examine whether increased transparency and better access to finance induced by environmental, social and governance (ESG) performance are associated with the strategic choice of payment method in takeovers. More specifically, we investigate how the acquirer's and the target's ESG coverage and different levels of ESG performance affect the probability of cash offers in a sample of 836 US takeovers from 1992 to 2014. In examining the target, our results suggest that ESG coverage is positively associated with the probability of cash offers, whereas we find a negative relationship for ESG concerns and no effect for ESG strengths. Upon examining the acquirer, ESG coverage and ESG concerns both increase the probability of cash offers; however, we do not find results supporting our prediction regarding the acquirer's ESG strengths. We infer that ESG coverage and level affect strategic considerations in the choice of the payment method in takeovers because they not only reduce information asymmetry, but also enhance financing capability.     

Financial risk and acquirers' stockholder wealth in mergers and acquisitions

This study examines the relationship between financial risk and acquirer's stockholder wealth in mergers and acquisitions. Under this detailed methodological framework, our results reveal several new findings which were not observed in extant studies: (1) Acquirers as a group have low financial risk when measured with Altman's Z-score or default risk derived from Black-Scholes-Merton framework. (2) Default risk provides a more powerful measure on the acquirer's successful takeover probabilities than the Z-score valuation. (3) The lower default risk the acquirer has, the higher successful takeover probabilities. (4) Takeovers create value for acquirers with higher default risk.     

Valuing technological synergies in mergers

Technological synergy in mergers and acquisitions (M&As) is achieved when there is an increase in value generated by combining the stock of complementary technologies of acquirers and targets, as well as utilizing target’s patents to initiate or defend lawsuits against competitors. Using U.S. patent data, we provide quantitative measures of these two sources of technological synergy. We find that these measures of technological synergy are important considerations of acquiring firms and capital market in valuing target firms’ innovative assets, as the measures are positive determinants of merger premium and total synergy gain. The expected total gains of acquirers’ and targets’ shareholders from technological synergy decrease with the difficulties of post-merger integration as proxied by geographical distance between acquirer and target. Our technological synergy measures are also good predictors of post-merger realized synergy, i.e., increase in patent outputs in the overlapped technology classes and market share.     

Real options signaling game models for dynamic acquisition under information asymmetry

We construct a real options signaling game model to analyze the impact of asymmetric information on the dynamic acquisition decision made by the aggressive acquirer firm and passive target firm in the takeover terms and timing. The target firm is assumed to have partial information on the synergy factor of the acquirer firm in generating the surplus value. Our dynamic acquisition game models are based on the market valuation of the surplus value of the acquirer and target firms, where the restructuring opportunities are modeled as exchange options. We analyze the various forms of equilibrium strategies on the deal and timing of takeover in the acquisition game and provide the mathematical characterization of the pooling and separating strategies adopted by the acquirer firm. We also determine the terms of takeover in the signaling game under varying levels of information asymmetry and synergy.     

Location,Proximity, and M&A Transactions

In this paper, we examine how the geographic location of firms affects acquisition decisions and value creation for acquirers in takeover transactions. We find that firms located in an urban area are more likely to receive a takeover bid and complete a takeover transaction as a target than firms located in rural areas, and takeover deals involving an urban target are associated with higher acquirer announcement returns, after controlling for the proximity between the target and the acquirer. In addition, a target's urban location significantly attenuates the negative effect of a long distance between the target and the acquirer on acquirer returns, a fact that is documented in the existing literature. Our findings reveal a previously underexplored force—firm location—that can affect takeover transactions, in addition to proximity. Our paper suggests that a firm's location plays an important role in facilitating the dissemination of soft information and enhancing information‐based synergies.     

Premium,merger fees and the choice of investment banks: A simultaneous analysis

We analyze 635 US M&A transactions from 1985 to 2004. In contrast with prior research, we distinguish between the target and acquirer fees, and examine their independent effects on the level of the merger premium. The study provides evidence of a positive (negative) association between target (acquirer) fees and the level of the premium. It indicates that the reputation of investment banks affects the level of merger fees, but does not affect the level of the premium. The findings confirm the conflict of interests between target and acquirer firms where the investment banks’ efforts are positively related to shareholders’ interest. The study also finds that when acquirers pay higher fees than target firms, they pay lower premiums. The findings also imply that for the small proportion of mergers (13%) resulting in relatively large value gains for buying firms, an acquirer might be willing to pay large advisory fees even though this may result in a higher premium.     

共享审计可以提高并购绩效吗？——来自中国A股上市公司的经验证据

以2004—2016年我国A股上市公司的并购事件为样本，研究并购双方共享审计师对并购绩效的影响，并考察了信息不对称程度对两者之间关系的调节作用。结果表明并购双方共享审计师能显著提高并购方及目标方的并购绩效；对于信息不对称程度更大的跨行业、跨地域并购事件，共享审计对并购绩效的正向影响更为显著。进一步检验发现共享审计可以显著降低并购双方之间的信息不对称程度，进而导致较低的并购溢价。     

融资约束与企业并购——来自中国上市公司的经验证据

利用2010—2018年中国沪深A股上市公司的并购数据，采用Logistic回归和双重差分估计法研究融资约束对企业并购的事前选择效应及并购对目标方融资约束的事后处理效应。研究结果表明：（1）在融资能力方面具有优势的企业更有可能成为潜在的收购方，且其更偏好于收购融资约束程度与自身存在差异（高于自身）的中等规模企业；（2）并购后，目标方的融资约束程度总体上显著降低，但不同成长能力和所有权性质的企业存在异质性，对于非国有企业和成长能力较高的企业，并购带来的融资约束缓解效应更显著。研究结论表明，通过缓解目标方融资约束获得协同效应是企业并购的重要驱动力。     

Acquirer Characteristics and Method of Payment: Evidence from Chinese Mergers and Acquisitions

This study examines the effects of acquirer characteristics on method of payment of Chinese acquirers on the basis of a sample of 1370 mergers and acquisitions that occurred between 1998 and 2008. Using both buy and hold abnormal returns and calendar time abnormal returns approaches, we find that Chinese acquirers experience pre‐acquisition abnormal returns ranging from 14.29% to 121% over the period of 12–36 months prior to the acquisition relative to three different portfolio benchmarks. In the pre‐bid period, acquisitions financed by shares outperform acquisitions financed by cash. However, in the post‐acquisition period, we document no significant difference between cash‐financed and equity‐financed acquisitions. The study also finds that acquirer market value, Tobin's Q, state ownership and leverage have significant effects on the method of payment. Copyright © 2013 John Wiley & Sons, Ltd.     

Analyst following,financial constraint,and audit opinion shopping: From the perspective of earning management

This study examines the relationships among analyst following, financial constraint, and audit opinion shopping from the perspective of earnings management, taking a sample of Chinese A-share firms from 2008 to 2018. We find that analyst following alleviates firm's accrued earnings management activities which restrain opinion shopping behaviors; on the other hand, it prompts real earnings management activities that encourage firm's effort to audit opinion shopping. Earnings management has a mediation effect on the positive association between analyst following and audit opinion shopping. Corporate financial constraint amplifies the positive effect of analyst following on opinion shopping.     

Procedural justice and identification with the acquirer: the moderating effects of job continuity,organisational identity strength and organisational similarity

This study examined factors influencing whether acquired employees identify with their acquirer and the complex role that the different types of continuity play in moderating relationships between procedural justice and post‐acquisition identification. Data were obtained (n = 156) from a three‐country sample of employees working for a recently acquired multinational. Multiple regressions showed that expected job continuity moderated the relationship between acquirer procedural justice and post‐acquisition identification. Analysis examined combinations of two organisational identity‐related continuity forms (organisational similarity and acquirer organisational identity); results showed complex interactional effects of organisational similarity and acquirer organisational identity on the relationship between justice and identification with the acquirer.     

Uncertainty and synergy: Towards a formal model of corporate strategy

In this paper an attempt is made to integrate the twin concepts of synergy and environmental uncertainty in a unifying framework for the analysis of corporate strategy in the large corporation. Environmental uncertainty and synergy considerations are considered to be the fundamental determinants in strategy formulation, the firm's strategy reflecting a choice between potential synergistic gains and increased vulnerability to environmental threats. A formal model of corporate strategy is developed explaining strategic behaviour as a function of opportunities for synergistic gains and level of environmental uncertainty. The empirical relevance of the model is demonstrated by utilizing data from four major studies of corporate strategy in the USA, the UK, France and West Germany.     

Board size and acquisition outcome: The moderating role of home country formal institutional development

The effect of acquirer's board size on the outcome of an acquisition (i.e., whether an announced deal gets abandoned or completed) was examined on the basis of a sample of 775 cross-border acquisitions. The study took into consideration the moderating effect of formal institutional development of the home country. Results showed that board size was negatively associated with the likelihood of deal abandonment and that this relationship was weaker for home countries where formal institutional development was high. The study contributes to the literature on group decision-making theory, institutional view of corporate governance, and acquisition outcome.     

The ‘winner's curse’ hypothesis and corporate takeovers

The winner's curse hypothesis states that, in any bidding situation, a party which unknowingly overestimates the value of a given object tends to bid higher than its competitors and is, therefore, more likely to win it. In a takeover the magnitude of the winner's curse is defined as the difference between the bid premium of the winning bidder and the maximum offerable premium conditional on the capital market's estimate of expected takeover gains. The magnitude of the winner's curse is predicted to increase with (1) increase in the divergence of opinion amongst acquirers with respect to the size of takeover gains, (2) increase in the degree of competition for control of the target firm and (3) increase in the pre-acquisition profitability of the winning bidder. The empirical results provide support for the winner's course hypothesis.     

Marketing firm performance: When does marketing lead to financial gains?

The research investigated whether economic context and prior financial reinforcement/punishment moderate the effectiveness of marketing behavior in generating gains for the firm. An experiment with a longitudinal design was conducted using 1,759 companies from 2000 to 2017. The results demonstrate that marketing is effective in gaining market share when the country's economy is growing. In contrast, it increases return on assets and Tobin's Q when the country's economy is in recession, this increase being maximized when the company was financially reinforced. The study helps explain the circumstances in which marketing activities boost firms' financial gains.     

Determinants of premiums in acquisition transactions

This paper presents a framework to identify the determinants of acquisition premiums so as to explain their cross-section variability. Observed premiums are predicted to be positively related to (1) the magnitude of the acquiring firm's estimate of acquisition gains and (2) the acquired firm's relative bargaining strength. Increased acquisition gains are argued to result from two sources—underpricing and undermanagement. The variables representing these sources are constructed from pre-acquisition data. A gains variable based on the post-acquisition stock-price reactions of the acquiring and acquired firm is also constructed. It is argued that acquired-firm bargaining strength is enhanced by an increase in the degree of competition in the acquisitions market and by the inclusion of anti-takeover amendments in the acquired firm's corporate charter. The predictions are tested on a sample of 77 completed cash-for-stock and stock-for-stock acquisitions over the time period 1975–80. The empirical results provide strong support for the predicted effects of the determinants of (2) and mixed support for the determinants of (1). This is the first study to document the predicted effects of anti-takeover amendments on observed premiums.     

What do bank acquirers value in non-public bank mergers and acquisitions?

This study investigates what target, market, and acquirer characteristics influence book value multiples in 288 non-public bank acquisitions from 2001 Q3 to 2005 Q4. Multiples rise with acquirer size and capital ratios. Targets with high proportions of industry-adjusted core and large deposits have higher multiples. When using target variables relative to acquirers, multiples rise with higher proportions of core and large deposits, larger average bank size in the market, and relative growth in assets, loans, and deposits as well as market growth. In contrast to prior findings for public targets, acquirers do not pay premiums for target accounting performance.     

Determinants of the method of payment in mergers and acquisitions

We empirically investigate the determinants of the payment form in mergers and acquisitions and introduce new variables on the target and acquirer investment characteristics to evaluate whether the concerns of target and acquirer shareholders are taken into account. Our sample encompasses mergers between publicly listed US companies from 1985 to 2004. Similarly we also consider the determinants of announcement returns using the same set of variables. We establish the relevance of a previously unreported variable for the determination of the payment form, the correlation of returns between target and acquirer, besides the more established determinants hostile takeovers, and defence mechanisms; weak evidence is found for the significance of budget constraints and no evidence for asymmetric information or tax considerations being a relevant factor. We do not find that announcement returns are explained by the variables considered.     

中国上市企业并购的财务协同效应研究——聚焦于放大和紧缩

企业的并购是影响企业价值的重要经济活动,尤其是上市企业更是如此.研究以2006年发生的80起并购案例作为考察对象,首先通过计算差量来获取并购前一年、并购当年、并购后三年共计五年的财务时间序列数据;并采用差值分析方法分别对同业并购和混业并购所获得的财务协同效应进行比较,在通过有效性检验和主成分分析对财务协同效应的影响因素的基础上构建了主成分综合模型.研究得到的结论是:短期来看,我国上市企业并购的的财务协同存在着一种放大效应,但长期则显现出了财务协同的紧缩效应;长期看来同业并购资本使用效率上的放大效应更加能明显地持续下去;在偿债能力的放大效应上,短期内混业并购要优于同业并购,但在后期同业并购仍然要好于混业并购.所以我国企业在采取并购时,应该充分考虑自己的战略和并购目标,如果公司期望通过并购来提高自身的资本使用效率,采取混业并购战略更能达到这个目的;如果希望通过并购来进行业务的整合和扩张,那么企业应该采用同业并购的战略.