National economic disparity and cross-border acquisition resolution

This paper explores the effects of national economic disparity on the completion or abandonment of cross-border acquisitions by combining behavioral perspectives of risky decision making and theories of organizational learning. Using a sample of 2445 cross-border acquisitions announced between 1985 and 2008, we show that an acquisition is less likely to be completed when the acquirer is from a more developed country vis-a-vis the target than when the acquirer is from a less developed country. Furthermore, the higher the economic development level of the acquirer’s country relative to that of the target, the less likely the deal is to be completed. We also find that the time elapsed between the acquisition announcement and completion dates is shorter as the economic development level of the acquirer’s country relative to that of the target is higher.     

Learning by doing: Cross-border mergers and acquisitions

We rely on organizational learning theory and strategic momentum research to examine the international merger and acquisition (M&A) activities of a sample of S&P 500 firms. We hypothesize that the learning associated with a firm's prior acquisition experience increases the likelihood the firm will engage in subsequent international acquisitions. Results from a sample including company-country level data indicate that both prior domestic acquisitions and international acquisitions influence the likelihood of acquisitions in foreign markets by U.S.-based firms. We also find that prior experience with international acquisitions is more predictive of subsequent international acquisitions than prior domestic acquisition experience. Moreover, we find that the acquisition experience within a host country had a stronger influence on subsequent acquisitions within that country than other prior non-host country international acquisition experiences.     

我国并购浪潮假说的实证检验

并购活动呈浪潮式发展在西方发达国家几乎已成典型化事实,回顾我国并购活动发展历程发现,这一典型化事实在我国似乎也是存在的.为了加强对总体并购活动发展态势的了解和掌握,促进我国并购理论的完善和发展,本文对我国并购浪潮假说进行检验.检验结果表明,三状态马尔科夫区制转移模型和我们对并购浪潮的定义能够正确地刻画我国总体并购活动,我国总体并购活动呈浪潮式发展,并购活动具有周期性,而拒绝认为并购活动遵循随机游走过程.     

Bidder's Gain: Evidence from Termination Returns

In most cases, bidder's stock returns around merger announcement convey more information than the synergy created from the acquisition. To overcome the interpretation problem, I study the bidder's return from the perspective of deal termination. Using a hand‐collected dataset on terminated merger proposals, I investigate termination returns in deals canceled for reasons unrelated to the bidder's stand‐alone valuation. I find that bidder's gain varies significantly with the type of target acquired. Further evidence suggests that the liquidity need of private target significantly contributes to the positive gain to the bidder.     

Private Benefits of Managerial Control,Government Ownership,and Acquirer Returns: Evidence from the Chinese State‐Controlled Listed Companies

This article examines how government ownership affects the relationship between private benefits of managerial control, measured as excessive overhead expenses, and profitability of acquirers. A total of 246 merger and acquisition (M&A) events from Chinese state‐controlled listed companies (CSCLCs) between 2001 and 2006 constitutes the analytical sample. Under a low level of government shareholding, private benefits of managerial control positively correlated with acquirer announcement returns. However, there was no relationship between private benefits of managerial control and acquirer announcement returns under a high level of government shareholding. The implications of these findings for scholarship and practice are discussed. Copyright © 2011 ASAC. Published by John Wiley & Sons, Ltd.     

Consequences of Riding Takeover Waves: Australian Evidence

This paper uses Australian data to analyze takeover bid premiums and long‐term abnormal returns for mergers that occur during wave and non‐wave periods. Findings reveal that bid premiums are slightly lower in wave periods, and bidding firms earn normal post‐takeover returns (relative to a portfolio of firms matched on size and survival) if their bids were made in non‐wave periods. However, bidders who announced their takeover bids during wave periods exhibit significant underperformance. For mergers that took place within waves, there is no difference in bid premiums nor is there a difference in the long‐run returns of bidders involved during the first half and second half of the waves. We find that none of prominent theories of merger waves (managerial, misvaluation, and neoclassical) can fully account for Australian takeover waves and their effects. Instead, our results suggest that Banal‐Estanol et al.'s screening theory of merger activity, by combining the misvaluation and neoclassical theories, may provide a better explanation.     

Internationalization process,impact of slack resources,and role of the CEO: The duality of structure and agency in evolution of cross-border acquisition decisions

This paper examines how the internationalization process evolves. We do so by examining the cross-border acquisition (CBA) decisions of multinationals under the contingent impact of slack resources and CEO power and influence. Grounding our arguments in Giddens’ (1984) structuration theory, we identify how and why path-dependencies associated with CBA decisions give way to strategic change, demonstrating the duality of structure and agency in this evolutionary process. Further, we show that organizational slack and CEO overconfidence affect this relationship, albeit in dramatically different ways. Our hypotheses are tested on a large sample of 4812 CBAs of U.S. firms during 2000–2010, across 41 industries and in 44 target countries. The results hold for acquisition trajectories of multinationals in both categories of CBA decisions: majority as well as minority-owned.     

Not Quite Easy to Win MOFCOM's Nod——On MOFCOM Conditionally Clearing Proposed Acquisition of Sanyo by Panasonic

On October 30,2009,Ministry of Commerce of the PRC("MOFCOM"),a ministry directly under the State Council of China in charge of merger control,issued an announcement to clear the acquisition of Sanyo by Panasonic subject to conditions.     

Recent SEC prosecution and insider trading on forthcoming merger announcements

While trading on nonpublic information is illegal, the enforcement of this law has been elusive, particularly in the area of trading in advance of merger announcements. We examine the impact of insider trading on daily stock price changes for firms identified by the SEC in the Antoniu-Newman insider trading case. Using residual analysis, the abnormal returns occuring prior to the announcement are calculated and compared with a sample of 188 typical merger candidates not identified in the Antoniu-Newman case to determine whether or not there was an unusually large market reaction prior to the forthcoming merger announcement on the subset of merger candidates involved in the court procedure.     

Credibility of corporate announcements and market reaction: evidence from Canadian share repurchase programs

Do market participants evaluate the credibility of a firm's share repurchase announcement based on the firm's share repurchase history? Using a sample of 1,507 share repurchase programs for firms listed on the Toronto Stock Exchange from 1994 to 2005, we find that 69% of firms fail to acquire the target number of shares specified at announcement and many firms fail to repurchase any shares. We develop credibility indices and find a positive relationship between current announcement abnormal returns and completion credibility of previous announcements. We conclude that the market prices completion credibility of past share repurchase announcements in reacting to current repurchase announcements. Copyright © 2010 ASAC. Published by John Wiley & Sons, Ltd.     

Horizontal Agreements and R&D Complementarities: Merger versus RJV

We study the decision of two firms within an oligopoly concerning whether to enter into a horizontal agreement to exploit complementarities between their R&D activities and if so, whether to merge or form a research joint venture (RJV). In contrast to horizontal merger and motivated by real-world evidence, we incorporate a probability that an RJV contract will fail to enforce R&D sharing. We find that a horizontal agreement always arises in equilibrium, which is consistent with empirical findings that R&D complementarities between firms positively influence the formation of horizontal agreements. The insiders’ merger/RJV choice involves a trade-off: While merger offers certainty that R&D complementarities will be exploited, it leads to a profit-reducing reaction by outsiders on the product market, where competition is Cournot. Greater contract enforceability (quality) and R&D investment costs both favour RJV. Interestingly, the insiders may choose to merge even when RJV contracts are always enforceable, and they may opt to form an RJV even when the likelihood of enforceability is negligible. We also explore the welfare implications of the firms’ merger/RJV choice.     

中国企业跨国并购交易完成率决定因素分析

本文通过对2000~2015年期间804起中国企业宣告的跨国并购交易作为样本研究发现,并购目标的选择会影响中国企业跨国并购交易完成的可能性。从宏观层面来看,东道国/地区的制度质量与跨国并购交易成功的可能性正相关。从目标方企业特征来看,作为目标企业,如果是私人目标会增加跨国并购交易完成的可能性。从交易特征来看,如果收购采用现金支付方式会减少中国企业跨国并购交易完成的可能性。     

Board participation,toeholds and the cross-border effect

Research shows that the bid announcement return (BAR) of the acquiring firm is lower for cross-border than domestic acquisition announcements. The current lack of economically based explanations for this effect, labeled the cross-border effect by Moeller and Schlingemann (2005), motivates our study. We use unique hand-collected corporate governance data to study how the relationships between acquiring and target firms prior to a bid announcement affect the cross-border effect. Our tests show that non-operating associations between the acquiring and target firms, in the form of board participation and toeholds, have a positive effect on the BAR. The cross-border effect disappears when we control for board participation and toeholds. Thus, we suggest that the cross-border effect is at least partly a consequence of information asymmetries and the adverse selection problem that they generate.     

Economic Freedom and Cross‐Border Acquisitions from Emerging Markets into Developed Economies

Extending the home base perspective by considering investors' parent countries, this study examines the effect of economic freedom (EF) on emerging‐market enterprises' (EMEs) overseas acquisition completion in developed countries. Using a large data set of 5,174 cross‐border acquisition deals from ten major emerging markets (EMs) during 1985–2011, we find that (1) the probability of deal completion is positively associated with the levels of EF of the acquirers' countries, the acquirers' parent and the target; (2) the EF of the countries of acquirers' parents has a substitutive effect on that of the acquirers' countries; (3) the difference of EF between the targets' countries and the countries of acquirers' parents negatively influences deal completion; and (4) the difference of EF between the targets' countries and the acquirers' countries negatively influences deal completion. These findings have important theoretical implications for international business scholars, as well as practical implications for managers and for policymakers of EMEs that are active in foreign direct investment. © 2016 Wiley Periodicals, Inc.     

Mimetic isomorphism and its effect on merger and acquisition activities in Taiwanese financial industries

This paper adopts an institutional theory and explores the impact of institutional pressures on mimetic isomorphism in merger and acquisition (M&A) activities. It uses 117 M&A announcements and adopts a logistic regression model to construct a probability model for mimetic isomorphism. This study finds that a firm's own M&A experiences and the frequency of M&A deals are positively correlated with the likelihood that a firm will complete its M&A deal. This paper also utilizes an event study methodology to estimate the excess return around M&A announcements as a proxy for the M&A performance and adopts the OLS regression model to analyse the relation between the imitation and M&A performances. There is a positive relation between the frequency of M&A activities and M&A performances, and a negative relation between a firm's own M&A experiences and M&A performances.     

Small firms and the merger mania

Empirical research has found an average or even superior performance of small firms. This seems to be at variance with the secular concentration process and the recurrent merger waves. This paper tries to integrate size and merger research. Higher profitability of small firms is explained by their incentive structure and shorter decision lags but also by lower wages and higher individual risk (premia). Their faster growth in the eighties was, in addition, fostered by diversification of demand, miniaturization of technology, and a need for flexibility under uncertainty. The merger wave on the other hand does not necessarily prove that large firms are superior. Managers and shareholders may be seduced by stockmarket optimism, a sizeable industry of banks, agents and lawyers have their own interests in mergers, mergers may be important in declining markets and for the acquisition of technology. On average, mergers do not improve efficiency, profits or internal growth. Small and large firms serve different purposes. Performance depends on the market, incentives and technology. The establishment, growth and closure of small firms as well as mergers are attempts to find the optimal organization for utility maximization in a world of severe uncertainty and diverse needs.     

Idiosyncratic volatility and mergers and acquisitions in emerging markets

Given the recent findings in the literature that idiosyncratic volatility reflects stock price informativeness, we analyze the impact of idiosyncratic volatility on many acquisition parameters. We find that idiosyncratic volatility is positively related to acquisition premium; the relationship is more significant in deals that occurred in information-poor economies where acquirers have difficulty gathering information about the targets. These deals typically involve bidders from emerging markets and those that have less experience in the target country. Idiosyncratic volatility is also positively related to acquisition completion rate, the likelihood of the bidder acquiring majority control, but is negatively related to takeover probability.     

Bidders’ gains and family control of private target firms

This paper examines the announcement returns of bidders acquiring private firms owned by families versus the returns of bidders acquiring non-family controlled private firms. The sample consists of 391 acquisitions of private targets in seven continental European countries for the period 1997–2008. We find evidence that bidder's cumulative announcement returns (CARs) are lower when they acquire family controlled targets compared to non-family controlled targets. We show that this result holds regardless of whether the deal is paid with shares or cash and whether or not the bidding firm is also privately owned. Moreover, the result is independent of the size of the acquisition relative to the size of the acquiring firm. Our findings are consistent with the notion that the bidder has to pay a higher price in order to convince the family owners to sell in return for giving up private benefits.     

Exploring the link between management communication and emotions in mergers and acquisitions

News on merger and acquisition (M&A) activities frequently dominate the popular business press. While the announcement of an M&A usually elicits enthusiasm in the business community, it also results in increased levels of uncertainty, stress, and anxiety for employees. Based on a qualitative analysis of four international M&A cases, this paper integrates emotions and communication during mergers and acquisitions in a conceptual framework. We argue that management communication and information flows during all stages of an M&A process represent affective events, which in a cognitive appraisal process trigger positive and negative emotions. These in turn may influence employee attitudes, behaviour, and performance, and ultimately also M&A success. Copyright © 2016 ASAC. Published by John Wiley & Sons, Ltd.     

Determinants of cross-border M&As in Latin America

This article analyzes the determinants of cross-border M&As in the Latin American region during the period 1998-2004. Using a unique dataset of 868 Mergers and Acquisitions (M&A) events, the study focuses attention on the effect of macroeconomic and investor protection conditions in the countries where the companies reside over the likelihood of these companies participating in a cross-border M&A transaction. The study considers the effect of company-specific variables in the likelihood of going cross-border. Univariate analysis and logistic regressions strongly support the idea that better economic and business-friendly conditions in the countries where the target operates, increase the likelihood of cross-border merger. Results show that not only is the business environment in the target country important but also in the bidder country. Lower levels of property rights protection in the acquirer country negatively affect the likelihood of a cross-border deal. Finally, the likelihood of a cross-border merger increases when the target faces higher cost of funding than the acquirer's.