Analyzing the likelihood and the impact of earnout offers on acquiring company wealth gains in India

The study seeks to assess the likelihood and impact of earnout offers on the acquiring company wealth gains in cross border acquisitions in India. The study highlights two cases where earnouts are preferred choices of the acquirer. Firstly, in those cases where the target company is in hi-tech and services sector employing high level of intangible assets that are difficult to value. Secondly, in those cases where the acquirers are mature and already have some international exposures. The results of the event study indicate that earnout offers create significantly higher wealth gains compared to the cash offers only and not the stock offers.     

Wealth effects on cross-border acquisition firms from emerging economies

Cross-border acquisitions (CBAs), as a corporate expansion strategy, are being espoused by emerging market firms (EMFs) to overcome their competitive disadvantage at the global level. The objective of this paper is to analyse the wealth effects of cross-border acquisition announcement on the acquiring firms from emerging economies during the period of 2001–17. Wealth effects have been measured in terms of short-term change in equity prices (investors' reaction) around the public announcement of 553 and 125 overseas acquisitions by Indian and Chinese listed firms respectively. The investors' reaction to the acquisition of a foreign target has been captured using the event study methodology. Further, a disaggregated analysis has been conducted to gauge the impact of various deal-specific factors, the legal structure of the target firm and the development status of the target country on the wealth creation potential of a cross-border acquisition.Both Indian and Chinese investors have responded favourably to the announcement of international acquisitions as exhibited in significant and positive average abnormal returns of 0.71% and 0.23% respectively on the event day. Further, it is revealing to note that investors in these economies differ widely with regard to their perception pertaining to the method of payment and acquisition strategy. At the same time, the extent of wealth creation is higher when acquired firms are based in developed economies possessing high quality resources and advanced technology along with better institutional and regulatory milieu; Indian as well as Chinese markets have experienced larger abnormal returns on acquiring advanced vis-à-vis developing market firms.     

CEO Attributes,Board Composition,and Acquirer Value Creation: A Canadian Study

We examined CEO attributes, board composition, and ownership structure for their relationship to the share performance of the acquiring company around the acquisition announcement. Based on 273 acquisitions by Canadian firms from 1998 through 2002, we have shown that the levels of CEO and director ownership as well as the level of board independence were positively associated with the short‐term financial performance of the acquirer. Board size was negatively related to value creation. Finally, cash‐based deals and cross‐border transactions were also positively related to increases in shareholder wealth for the acquirer. Copyright © 2011 ASAC. Published by John Wiley & Sons, Ltd.     

中国上市公司并购长期绩效研究

从2000~2004年发生于我国证券市场的208起上市公司并购情况来看,收购公司在并购后1~3年实现显著负的超常收益,即收购方发生了价值损失,遭受了显著的财富损失。同时,国有控股公司的并购绩效好于非国有公司,同城并购表现好于异域并购,多元化并购绩效差于同业并购,优势控股公司表现差于非优势控股公司。此外,与资产收购相比,股权收购的长期绩效表现更好。     

Barbarians at the Gates: State Control of Global Mergers and Acquisitions

Cross‐border mergers and acquisitions are a major and often politicised component of foreign direct investment. Using data on individual transactions between 1970 and 2006, we examine the restrictions countries place on mergers and acquisitions, whether they use these controls to discriminate against foreigners seeking to acquire domestic firms, and what factors may predict the propensity to block foreign entry by this method of direct investment. Drawing partly on the existing literature, we test hypotheses that state intervention can be explained by characteristics of the countries whose firms are targeted by acquirers, including per capita income, democracy, trade exposure, market size, government share of national income and industrial structure. Although democracy, trade exposure and high government expenditure are associated with more stringent merger control laws, none of these attributes cause states to discriminate against cross‐border mergers. Countries with high per capita incomes, large markets and strict merger control laws, do use those regulations to discourage foreign acquirers. A second set of tests, based on observations of individual deals, rather than national aggregates, reveal that governments are particularly averse to foreigners acquiring firms that are bankrupt or in the defence sector. Overall, governments do treat cross‐border mergers and acquisitions differently, and use their merger control laws to discriminate against foreign investors, particularly with respect to certain types of transactions.     

The pre-acquisition evaluation of target firms and cross border acquisition performance

The paper investigates the impact of the pre-acquisition evaluation of target firms on the performance of cross border acquisitions using data from a sample of acquisitions made by UK firms. The findings provide reasonable support for organizational learning theory, suggesting that the more the acquiring firm learns about the target firm then the better will be the acquisition performance. Specifically, we find support for the hypothesis that thorough evaluation of the strategic and cultural fit positively influences cross border acquisition success. Further, the analysis reveals that detailed evaluation of the target firm's employee and business capability improves acquisition performance. The managerial implications of the findings and directions for future research are also discussed.     

Gains from equity carve-outs and subsequent events

This study examines why the stock price of a parent company reacts positively to the announcement of a carve-out. The study also focuses on the gains associated with the combinations of carve-outs and each of four subsequent events: M&A activity, secondary offerings, spin-offs, and reacquisitions. The study finds that these secondary events are useful in evaluating the potential market reactions to carve-out announcements. By analyzing 201 carve-outs conducted by nonfinancial firms in the U.S., this study finds that the stock market reacts favorably toward the stock of a parent company when the parent-subsidiary relationship is preserved after a carve-out. However, this reaction changes when secondary events occur. To be precise, the market does not have a significantly positive reaction to the parent company's stock when the announcement concerns only M&A. These results indicate that the stock market expects secondary events when companies announce carve-outs and that it evaluates the combination of events upon the announcement of the carve-outs. In addition, this study finds that the market expects M&A as a secondary event.     

Political Connections,Government Intervention and Acquirer Performance in Cross‐border Mergers and Acquisitions: an Empirical Analysis Based on Chinese Acquirers

The extant literature suggests that the political connections enjoyed by Chinese acquiring firms have both positive and negative effects on their performance in cross‐border mergers and acquisitions (CBMA). We employed firm‐level data on Chinese acquirers from 2001 to 2012, demonstrating that the effect of political connections on mergers and acquisitions performance is determined by external government intervention. Holding the level of political connections constant, the greater the degree of government intervention is, the worse the acquirer's performance in cross‐border mergers and acquisitions will be. We also demonstrated that political connections affect acquirer performance in cross‐border mergers and acquisitions through the channel of preferential access to bank financing, and the acquiring firms' high cash holdings, which are encouraged by the ease of bank financing, have a negative effect on acquirer CBMA performance. Using the Blinder‐Oaxaca decomposition, we investigated changes in the Chinese acquirers' performance following changes in the external policy environment in 2008 and the effect of political connections and other factors on this change.     

Cross‐border M&As by Chinese firms: An analysis of strategic motives and performance

This article considers the strategic motivation and performance of Chinese cross‐border mergerand‐ acquisition (M&A) activities of 27 deals that took place in the Shanghai and Shenzhen stock markets in 2000–2004. The study finds that cross‐border M&As formation by Chinese firms are primarily motivated by market development (that is, increasing market share) to enable faster entry into new markets, promote diversification, and obtain foreign advanced technology and other resources. In terms of wealth creation, the study finds that cross‐border M&As create value for Chinese acquiring firms. © 2008 Wiley Periodicals, Inc.     

What determines performance of cross‐border M&As by Chinese companies? An absorptive capacity perspective

Chinese companies are increasingly using cross‐border merger and acquisitions (M&As) as a vehicle to source knowledge or strategic assets, so as to enhance their competitive advantage. However, a critical question is: Can strategic assets be effectively acquired by Chinese firms, thereby leading to superior firm performance? This article addresses this fundamental question from an absorptive capacity perspective. This approach concentrates on how an acquiring firm's absorptive capacity influences its ability to identify, assimilate, integrate, and apply external new knowledge into commercial use. By comparatively examining two high‐profile international M&A deals completed by leading Chinese firms Lenovo and TCL, we argue that the performance of Chinese companies' overseas acquisitions is substantially affected by the acquiring firm's absorptive capacity at multiple dimensions, thus drawing strategic implications for multinationals in other emerging markets. © 2010 Wiley Periodicals, Inc.     

Dos and don'ts for Chinese companies investing in the United States: Lessons from Huawei and Haier

The implementation of the Chinese government's “Go Global” policy in 2000 has led to an unprecedented surge in Chinese outward foreign direct investment (OFDI). While Asia remains a favorite destination, the 2008–09 global financial crisis has presented opportunities for Chinese companies interested in cross‐border mergers and acquisitions in the United States. Chinese companies are keen on the United States because of access to the world's largest market and technology. However, Chinese companies have had to deal with difficulties ranging from regulatory hurdles and cultural differences. Given that the majority of OFDI is still carried out by state‐owned enterprises (SOEs), the primary obstacle for Chinese investors at the federal level is the Committee of Foreign Investment to the United States. This has proven to be an insurmountable obstacle so far for Chinese telecom company Huawei. However, the US investment environment is not all gloom and doom for Chinese companies. There are success stories too like Haier, which has managed to overcome cultural differences. This article aims to do a comparative study of Huawei and Haier and highlight the lessons the companies offer for Chinese companies interested in investing in the United States. © 2011 Wiley Periodicals, Inc.     

The hidden value: Key to successful acquisition

Many of the major acquisitions dissipate the wealth of the acquiring stockholders because the buy-out premium over market value cannot be recovered. The typical company screening process is less likely to find the “hidden value” that justifies the acquisition premium than is a vision-driven approach or even outright opportunism.     

外资并购和国内并购财富效应的比较研究

本文以49起外资并购中国上市公司的事件和52起国内并购事件为样本,运用事件研究法对外资并购和国内并购的财富效应进行了比较研究。研究结果表明:从总体上看,外资并购公司股东获得的累积超额收益要大于国内并购公司股东获得的累积超额收益,尤其在并购公告前后的几个短期累积区间内,外资并购的累积超额收益(CAR)要显著高于国内并购。     

Sovereign wealth funds investment effects on target firms' competitors

We investigate the impact of sovereign wealth funds acquisitions (SWFs) on the performance of target firms' competitors. We find a positive and significant impact of SWFs acquisitions on target firms' competitors. This means that market participants anticipate value creation in the targets competitors, due to likely expected restructuring activities. Further analysis shows that relatively large rivals, low leveraged rivals, rivals with highly correlated returns with those of their corresponding targets, rivals in less competitive industries show higher abnormal returns upon the acquisition announcement. Our results question the rationality of protectionism as legal barriers to sovereign wealth funds cross-border investments.     

Effects of Mergers and Acquisitions on Shareholder Wealth: Event Study for Latin American Airlines

This study analyzes the effect of changes in corporate control on the way shareholders benefit from the announcements of selling and buying airlines, thus contributing to the literature on mergers and acquisitions (M&As) in emerging markets. Using a methodology of event study, including GARCH and OLS models, we find evidence that some selling companies obtain abnormal returns that are statistically significant after the announcement of the M&A. However, when the merger is not strategic, the companies present statistically significant negative abnormal returns. The results are not conclusive when analyzing the effect on the value of the buying companies.     

Option Nature of Company Acquisitions Motivated by Competence Acquisition

The small business establishment is increasingly regarded as growth option creation. It is generally believed that a country will prosper if a sufficient number of small, technology-based companies are established to provide options for the development of new industries. Despite the general belief, empirical evidence concerning the conception of "small businesses as growth options" is yet non- existent. This paper tries to fill this gap by examining empirically the option nature of collaboration and acquisitions through an analysis of 111 small, technology-based company acquisitions. As a result, somewhat contrary to the earlier research, collaborative arrangements were not found to be used as options to acquire small, technology-based companies. Acquisitions, on the other hand, were used as options to enter a new technology or business area. The option nature of acquisitions was related to technology-based variables, such as the lower levels of maturity of the acquired competencies, possibilities to patent the acquired competencies, and the research and development intensity of the acquiring company. Growth option upside realization was found to be linked to market and cooperation-related variables: the relatedness of the acquiring and the acquired company, proactive sales motive of the seller, and favorable industry trend. The finding concerning the performance of the acquisition of related technological competencies would seem to be connected to imperfect markets of new technological competencies possessed by the acquired small businesses.     

Do innovative emerging market cross-border acquirers create more shareholder value? Evidence from India

This study attempts to investigate the role of absorptive capacity of emerging market firms in creating shareholder value from developed market acquisitions. It analyzes the cumulative abnormal return of cross border acquisitions of listed Indian firms in Europe focusing on acquirers’ research intensity. The study discovers a U-shaped relationship between research intensity of Indian acquirers and their cumulative abnormal return following acquisitions in Europe. As such, firms with no research capacity can benefit from the acquisition by accessing advanced targets, although firms with extensive research capacity outperform any of their Indian competitors as these firms have the absorptive capacity to not only exploit but also explore the knowledge base of the acquired target. Furthermore, we found a positive effect of the acquisition of a high-tech target company, regardless of the absorptive capacity of the acquirer. We also found that business group membership has a positive impact on shareholder value, although horizontal acquisitions as compared to vertical and unrelated deals have a significantly negative impact for these companies. This result is again linked to the more explorative nature of vertical and unrelated acquisitions in comparison with horizontal deals that are more based on the exploitation of existing resources and capabilities.     

Merger Impacts on Investor Expectations: An Event Study for Australia

In previous work, little evidence of share‐price response to Australian price‐fixing investigations was found. However, these investigations often involve a small part of a company’s operations and antitrust penalties have tended to be relatively small; in fact, some weak support was found for a greater response by investors when penalties were expected to be more significant. Mergers, on the other hand, clearly represent a much more significant event, and we would anticipate a clearer share‐price response both to announced mergers and to associated antitrust challenges. While such studies have been done in other countries (primarily for the US), we know of no prior research of this sort for Australia. In this paper we focus on a sample of about 50 mergers and acquisitions involving Australian companies from 1996 to 2003, examining the impact on share prices of the announcement of these mergers both on the firms involved and on rival firms. For those which were challenged by the Australian antitrust enforcers, we also consider the impact of the announcement of such a challenge.     

The motives and performance of cross-border acquirers from emerging economies: Comparison between Chinese and Indian firms

During the recent decade, the world has witnessed the rapid growth of MNEs from emerging economies. Their increasing participation in cross-border mergers and acquisitions has raised great attention in the extant literature. This study evaluates the value creation from these cross-border transactions from two representative emerging countries, namely China and India, and determines factors that result in the different performance of these international acquisition activities. Cross-border acquisitions conducted by these countries’ companies indeed lead to significant shareholder wealth creation. Furthermore, Indian shareholders are more likely to benefit from deals in small cultural distance countries, while Chinese investors gain from the cross-border expansion of manufacturing companies. Location also affects the performance of cross-border acquisitions, with acquisitions into developed countries generating higher returns to shareholders. Our sample consists of 203 Indian and 63 Chinese cross-border deals over the period 2000–2010 and our results hold after controlling for various deal-level and firm-level characteristics.     

Business group affiliation and post-acquisition performance: An extended resource-based view

Prior research on post-acquisition performance suggests positive, negative, or no wealth creation for the acquiring firms. Grounding our arguments on the extended resource-based view, the current article proposes that business group–affiliated firms leverage their affiliation advantages to attain superior long-term acquisition performance, relative to standalone firms, especially in emerging economies such as India. Additionally, we hypothesize that both within-group heterogeneity, manifested as prior group experience, group diversification, and intra-group variation in the form of horizontal ties through boards of directors, also affect the long-term post-acquisition performance of affiliated firms. The findings, obtained with a buy-and-hold abnormal returns method applied to a sample of 468 majority stake mergers and acquisitions, both domestic and cross-border, by Indian firms during 2005–2013, provide robust support for the theoretical arguments.