Why do merger premiums vary across industries and over time?

We identify time-varying industry and macroeconomic factors that explain the observed variation in takeover premiums over time. Results support our hypotheses that some industry and economic factors can increase the growth prospects in an industry, which boosts expected synergies and/or demand for the target firm, and therefore increases the merger premiums. Merger premiums are higher when the target's corresponding industry experiences higher growth, has more research and development (a proxy for expected growth), and has less dispersion in performance among firms within the industry. Merger premiums are also positively related to capital liquidity, which can enhance economic growth and competition for target firms, and positively related to volatility in economic growth, which affect merger waves and the demand for target firms over time.     

Merger Premia and National Differences in Accounting for Goodwill

We examine the effects of international accounting diversity on the market for corporate control with particular reference to whether national differences in the treatment of purchased goodwill are associated with differences in premia offered by U.K. as opposed to U.S. acquirers of U.S. targets. We find merger premia associated with U.K. acquisitions to be consistently higher than those for U.S. acquisitions. Moreover, higher premiums offered by U.K. acquirors appear to be associated with not having to amortize goodwill to earnings. The evidence provided here suggests that national differences in accounting impact differentially on managerial behavior.     

Foreign Acquisitions in the United States and the Effect on Shareholder Wealth

The research presented here indicates that foreign acquisitions in the United States in the form of mergers, have resulted in abnormal returns to targets of nearly 22 percent, a figure not much higher than in domestic mergers. Sell-off abnormal returns have averaged nearly three percent, substantially higher than the average 0.7 to 1.66 percent in the domestic case. We find that merger abnormal returns have been substantially higher in our first subperiod (1982–84) than in the second (1985–87). For selloffs, our results are reversed-abnormal returns have been higher in the second subperiod. In cross-sample tests, we find the Japanese paying the highest merger premiums/abnormal returns, while the sell-off abnormal returns are highest when Germans are the buyers. We also find significant differences across industry samples but not across combination type samples. We do not find a significant relationship of these abnormal returns to the firm's accounting and financial variables.     

Acquisition Premiums, Subsequent Workforce Reductions and Post-Acquisition Performance

abstract    This study suggests that paying acquisition premiums leads to workforce reductions in the merged firm, which in turn results in poorer post-acquisition performance. This issue is important to scholars and practising managers given the pervasiveness and importance of knowledge and human capital to competitive advantage. In a sample of 174 major related acquisitions completed in the period 1992–98, results show a positive relationship between the premium paid for an acquisition and subsequent workforce reductions, controlling for a number of alternative explanations. Additionally, workforce reduction mediates the negative relationship between premiums and post-acquisition performance. The results suggest that the effects of workforce reductions following large premiums paid for the acquired firm can be detrimental to the interests of the organization.     

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.     

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.     

The control hypothesis and recurring versus accumulated free cash flow

This paper offers and investigates the hypothesis that managers are motivated to control accumulated free cash flows, as well as to control the recurring component from operations as suggested in Jensen's (1986, 1988) theory on agency behavior and control. Such managers may be willing to sacrifice a portion of the recurring component of free cash flow in the form of additional interest expense, as well as to incur the additional monitoring by capital markets, in exchange for control over a greater level of accumulated free cash flow in the form of cash and equivalents. Partial support for this hypothesis is observed for a sample of acquisition targets possessing poison pill defenses, which enhances the likelihood of the required agency behavior. Target firms are observed to have above-average levels of capital expenditures, cash and equivalents, and debt. When regressed on premiums offered to target shareholders, however, only the target debt level is found to be significant.     

Premiums paid in block transactions

We document the premiums over market price paid in negotiated third-party purchases and negotiated repurchases of blocks of common stock. The blocks range from 1.5% to 44% of outstanding shares and the average premium is approximately 10%. There is no significant difference between the premiums paid by managers in block repurchases and the premiums paid by outsiders in block purchases. Repurchasing managers pay a premium that corresponds to the market value of control associated with the block.     

The impact of financial and economic conditions on aggregate merger activity

A model of aggregate merger activity is developed by integrating the literature on aggregate investment in fixed capital into a microfinance framework. Mergers are viewed as the result of firms capital budgeting processes, and two major categories of explanatory variables emerge: (1) cost of capital and related financial effects, and (2) output effects. Regressions, estimated to explain the number of large mining and manufacturing mergers over the sample period 1956–1978, provide evidence consistent with this view. In addition, the model explains the high level of merger activity during the conglomerate boom of 1967–9.     

Nonprofit mergers: Assessing the motivations and means

As nonprofit organizations seek to remain viable in an increasingly competitive environment, merger is an attractive (albeit complicated) option. This case study of the largest nonprofit association merger in U.S. history, involving three bowling associations, demonstrates the critical role of leadership in consummating a merger. The case illustrates a number of factors necessary to merger success: existence of a catalyst leader and a nucleus of like‐minded individuals who can serve as the impetus for change, sufficient time to accommodate the psychological and practical aspects of merging, opportunities for building social capital among the people involved in the merger, and preservation of cultural remnants that are carried over from the predecessor organizations to the newly merged entity.     

Search for yield and business cycles

In the ultra-low interest rate environment after the financial crisis, it has been often pointed out that the “search for yield” behavior of financial institutions might have been intensifying interest rate decreases. One hypothesis to explain search for yield is that banks try to buy longer-term bonds even when they recognize negative term premiums in long-term rates because they myopically care about current portfolio income, not just expected holding-period returns. I study the potential impacts of this behavior on U.S. business cycles and long-term bond’s ex-post term premiums. I find that in an economy in which banks are exposed to the value-at-risk constraint, the existence of these myopic banks provides realistic moments of ex-post term premiums. In addition, their existence could generate higher output persistence under a productivity shock compared to an economy without them. This is because the difference between a myopic long-term bond pricing and a realized deposit rate path affects banks’ net worth. I study policy implications, too. In response to changes in the strength of banks’ capital regulation, the existence of myopic banks amplifies business cycles. Regarding monetary policy, it is necessary to consider ex-post term premiums, because ex-post term premiums tend to move in the same direction as the short-term interest rate and amplify business cycles in that direction when myopic banks exist.     

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.     

Backward Integration by a Dominant Firm

This paper studies the welfare consequences of a vertical merger that raises rivals' costs when downstream competition is a la Cournot between firms with constant asymmetric marginal costs. The main result is that such a vertical merger can nevertheless improve welfare if it involves a downstream firm whose cost is low enough. This is because by raising the input price paid by the nonmerging firms the merger shifts production away from those relatively inefficient producers in favor of the more efficient firm. Yet, there is a trade-off between the gain in productive efficiency and the loss in consumers' surplus caused by the higher downstream price that follows a higher input price. It is also shown, through an example, that this result extends to price competition with differentiated products.     

并购中的业绩承诺条款与股价崩盘风险

本文以2008—2016年有业绩承诺的A股上市公司为样本,研究了并购中业绩补偿承诺条款的设置与兑现对并购业绩的影响,以及并购业绩未达预期产生的经济后果。研究发现,设定高增长率的业绩目标对并购业绩完成具有负面作用,采用股份补偿、非累计补偿、减值测试补偿以及双向业绩对赌对并购业绩实现具有积极作用。在承诺兑现过程中,承诺后期业绩目标压力更大,业绩完成率更低。在业绩承诺完成的经济后果方面,本文发现,未完成业绩承诺的并购相对于完成承诺的并购具有更高的股价崩盘风险,进行盈余管理的并购相对于未进行盈余管理的并购具有更高的股价崩盘风险。     

Multi‐dimensional signaling with fixed‐price repurchase offers

This study presents a signaling model of fixed‐price repurchase offers which shows that the proportion repurchased and the premium paid in excess of the stock's full‐information value signal both earnings and risk. The model yields four novel implications: high risk firms repurchase smaller proportions at greater premiums, earnings held constant; and high earnings firms make offers for larger proportions at higher prices, but lower premiums, risk held constant. Empirical tests support the implications, even in the presence of alternatives, e.g., free cash flow, optimal leverage, and shareholder heterogeneity. Copyright © 1999 John Wiley & Sons, Ltd.     

Merger Cycles: A Frequency Domain Approach*

Using frequency domain techniques, a cycle of 6‐year duration at the aggregate level and coherent sectoral cycles of average 5‐year duration are found in UK merger activity between 1969 and 2005. It is shown that business and capital market cycles jointly are causal for the merger cycle but the capital market cycle alone is not, suggesting that merger cycles may reflect disequilibria and/or market mis‐valuation. Although the possibility of disequilibrium or strong behavioural influences will complicate social evaluation, no reason is found to advise against the current UK policy stance upon mergers.     

Is economic efficiency the driving force behind mergers?

Some economists routinely argue against government regulation that limits the number of mergers and acquisitions. They believe that, as a matter of empirical fact, almost all mergers enhance economic efficiency. The possibility that some mergers do not create wealth but merely redistribute it is ignored. We study all companies delisted from the New York Stock Exchange for reason of merger since 1926. We find that economic efficiency cannot easily explain merger waves. Contrary to the disciplinary hypothesis, acquisition targets are not, in large majority, poor stock market performers. We also report evidence consistent with stock market undervaluation as a merger motive.     

Evidence of liquidity constraints found in theme park ticket auctions

Data from Internet auctions of unused tickets to Walt Disney World are used to establish the presence and financial impact of liquidity constraints for consumers, even when those consumers are confronted with a very short time horizon and a substantial potential monetary saving. Bidding for tickets is found to be consistent with the microeconomic consumer theory of risk and liquidity. The presence of liquidity premiums and premiums paid for variety in entertainment are separately established. The authors wish to thank an anonymous referee for very helpful comments and would like to acknowledge Michael Toma, Andy Weinbach, and conference participants of the Academy of Economics and Finance.     

Takeover deterrents and cross partial ownership: The case of golden shares

We analyse takeovers in an industry with bilateral capital‐linked firms in cross partial ownership (CPO). Before merger, CPO reduces the profitability of involved firms, confirming the “outsider effect.” However, the impact of CPO upon merger profitability is two‐sided in a Cournot setting. CPO, by cointegrating profits, increases output collusion leading to anticompetitive effects with facilitated mergers in most cases. Nonetheless, a protective threshold exists for which CPO arrangements can reduce the incentives for hostile takeovers. This has potentially significant regulatory implications. An illustrative example showcases the potential relevance of CPO as a defence against hostile takeovers across different industries.     

Investment banks advising takeover targets

Should takeover target firms hire top-tier investment bank advisors? For a sample of mergers and acquisitions between publicly traded U.S. acquirers and targets, in deals in which targets hire top-tier banks, targets earn higher premiums and abnormal returns; the probability of stock payment is lower, especially when bidder stock is potentially overvalued; acquirers, however, do not necessarily earn lower abnormal returns, and combined returns are higher. Controlling for self-selection does not erode, but, in some cases even strengthens the results. The evidence suggests that top-tier investment banks advising targets benefit shareholders of client firms by making better deals, instead of simply bargaining against the acquirers. The findings shed light on the role of advisor incentives when linking advisor quality and shareholder wealth.