The Effects of the Method of Payment and the Type of Offer on Target Returns in Mergers and Tender Offers

This paper re-examines the effects of the method of payment and type of offer on target abnormal returns around the takeover announcement, controlling for the target firm's institutional ownership. Previous studies suggest the difference in announcement-period target returns between cash offers and stock exchange offers can be explained by the difference in capital gains tax liabilities of the target shareholders and/or the difference in the information effect of the method of payment. The empirical results indicate no relation between bid premiums (or target abnormal returns) and institutional ownership of the target firm in cash offers and a systematic difference in target returns between mergers and tender offers even after controlling for the method of payment. These results are inconsistent with both the tax hypothesis and the information effect hypothesis. The evidence suggests the likelihood of future competition might be higher in tender offers than in mergers.     

Excess Returns to R&D-Intensive Firms

Recent studies indicate that both current R&D investment levels and current or recent changes in R&D investment are positively associated with subsequent excess (risk-adjusted) stock returns. The tentative explanation offered for these results is that shares of R&D-intensive firms are mispriced because investors fail to see through earnings distortions caused by conservative accounting for R&D costs. However, an alternative explanation is that conventional controls for risk do not completely capture the riskiness of R&D-intensive firms, causing measured excess returns for these firms to be biased upward. This study provides evidence useful for distinguishing between the mispricing and risk explanations for R&D-related excess returns. Overall, our empirical results suggest that the positive association between R&D investment levels and excess returns is more likely to result from failure to control adequately for risk than from mispricing. On the other hand, our results do not rule out the possibility of a second source of excess returns that are due to mispricing and that are associated with changes in the level of R&D investment.     

The Choice of Payment Method in European Mergers and Acquisitions

We study merger and acquisition (M&A) payment choices of European bidders for publicly and privately held targets in the 1997–2000 period. Europe is an ideal venue for studying the importance of corporate governance in making M&A payment choices, given the large number of closely held firms and the wide range of capital markets, institutional settings, laws, and regulations. The tradeoff between corporate governance concerns and debt financing constraints is found to have a large bearing on the bidder's payment choice. Consistent with earlier evidence, we find that several deal and target characteristics significantly affect the method of payment choice.     

Stock Returns in Mergers and Acquisitions

This paper develops a real options framework to analyze the behavior of stock returns in mergers and acquisitions. In this framework, the timing and terms of takeovers are endogenous and result from value-maximizing decisions. The implications of the model for abnormal announcement returns are consistent with the available empirical evidence. In addition, the model generates new predictions regarding the dynamics of firm-level betas for the period surrounding control transactions. Using a sample of 1,086 takeovers of publicly traded U.S. firms between 1985 and 2002, we present new evidence on the dynamics of firm-level betas, which is strongly supportive of the model's predictions.     

Capital Adequacy, Bank Mergers, and the Medium of Payment

We examine how banks' capital requirements affect the way bank mergers are financed, as well as the stock-market reaction to the merger announcement. We find that the capital position of the acquirer is one of the two factors most strongly influencing the choice of financing method; the other is the relative size of the merging banks. The smaller the acquirer in relation to the target bank and the higher the acquirer's capital adequacy ratio, the more likely it is that the acquisition will be financed by a stock swap. The capital requirements also affect the market reaction, through their effect on the financing method choice. The value of the acquirer's equity decreases more at the time of the merger announcement if the method of payment is stock. Like prior studies, we find that the abnormal return on the target banks' stock is positive.     

Discussion of “Excess Returns to R&D-Intensive Firms”

Review of Accounting Studies -     

Corporate Takeovers: Mode of Payment, Returns and Trading Activity

This paper examines the impact of takeover bids and, in particular, the method of payment to the shareholders of the target firms on the returns, trading activity and bid-ask spreads of target and bidding firms traded on the London Stock Exchange. It suggests that the shareholders of target firms benefit substantially from takeover activity while the shareholders of bidding firms do not suffer. The combined value of the firms engaged in takeover activity increases by a small percentage during the event period. However, the benefit from a takeover announcement to the shareholders of the target firm varies from year to year and has declined in the recent past. The magnitude of excess returns available to the shareholders is also dependent on the mode of payment. Prices of target (bidding) firms increase (decrease) most if the shareholders of the target firms are given an option to receive payment in shares or in cash. The findings also reveal that during the event period trading activity in target and bidding companies increases depending on the form in which payments to shareholders are made. In response to this increased liquidity, the bid-ask spreads of target and bidding firms decline during the event period.     

Takeovers of Privately Held Targets, Methods of Payment, and Bidder Returns

We examine bidder returns at the announcement of a takeover proposal when the target firm is privately held. In stock offers, bidders experience a positive abnormal return, which contrasts with the negative abnormal return typically found for bidders acquiring a publicly traded target. On the other hand, bidders experience no abnormal return in cash offers. Our analysis suggests that the positive wealth effect is related to monitoring activities by target shareholders and, to an extent, reduced information asymmetries.     

Corporate Takeover Bids,Methods of Payment,and Bidding Firms' Stock Returns

This study explores the role of the method of payment in explaining common stock returns of bidding firms at the announcement of takeover bids. The results reveal significant differences in the abnormal returns between common stock exchanges and cash offers. The results are independent of the type of takeover bid, i.e., merger or tender offer, and of bid outcomes. These findings, supported by analysis of nonconvertible bonds, are attributed mainly to signalling effects and imply that the inconclusive evidence of earlier studies on takeovers may be due to their failure to control for the method of payment.     

上市公司综合盈利水平与股票收益

本文基于2000-2017年上市公司的财务及股票交易数据,研究了上市公司综合盈利水平与股票收益之间的关系。我们使用目前资产定价文献中较新的偏最小二乘法和组合预测法,从12个衡量公司盈利能力的指标中提取了一个测度上市公司综合盈利水平的指标。研究结果显示,上市公司综合盈利水平能够显著预测未来股票收益。使用单因子偏最小二乘法、取12个月斜率的平均值构造的综合盈利水平最有效,以其构建的多空对冲投资组合能产生15%的年平均收益,夏普比率达到0.75。与此对应,组合预测法提取的上市公司综合盈利水平的预测能力稍低,但依然显著。在控制了其他公司特征变量后,综合盈利水平对于股票收益的解释能力依然稳健。本文还从经济机制的角度出发,探讨了综合盈利水平对收益的预测来源。我们发现,上市公司综合盈利水平与股票预期回报的正向关系在投资摩擦更低的组中更高,而在错误定价程度更高的组通常更低。这些结果支持了基于投资摩擦的Q理论,而与行为金融的错误定价理论相悖。     

Target Firm Returns: Does the Form of Payment Affect Abnormal Returns?

Research indicates that at the time of a takeover announcement, target firm shareholders receiving cash earn larger abnormal returns than those receiving stock. Our work confirms that cash targets receive larger direct payments from bidders and that the size of target firm abnormal returns is related to the relative size of this direct payment. Once we control for the size of the payment, however, we find the target firm abnormal returns to be unrelated to the payment method. Thus the relationship between payment method and target firm abnormal returns is indirect. This finding is important because it casts doubt on the signaling (asymmetric information) hypothesis. That is, cash offers do not seem to be valued by the market as a means of reducing this uncertainty. Something else, such as the tax implication differences between cash and stock offers, drives cash target firms to demand larger payments from bidding firms.     

What Do Returns to Acquiring Firms Tell Us? Evidence from Firms That Make Many Acquisitions

We study shareholder returns for firms that acquired five or more public, private, and/or subsidiary targets within a short time period. Since the same bidder chooses different types of targets and methods of payment, any variation in returns must be due to the characteristics of the target and the bid. Results indicate bidder shareholders gain when buying a private firm or subsidiary but lose when purchasing a public firm. Further, the return is greater the larger the target and if the bidder offers stock. These results are consistent with a liquidity discount, and tax and control effects in this market.     

会计师事务所合并与行业专门化战略研究

本文研究了1998至2007年间发生的会计师事务所合并事件,针对合并后会计师事务所在客户选择方面的战略变化进行了分析。研究发现,合并后会计师事务所的客户行业集中度在平均水平上与合并前持平,甚至有所下降,但是会计师事务所最具优势行业的客户集中度有显著增加。结果表明,与合并之前的战略模糊和多变的特点相比,会计师事务所在合并之后更多地采取了行业专门化的发展战略,审慎挑选适应会计师事务所发展的客户、培育行业专长。本土会计师事务所已经开始制定符合经营发展需要的战略规划,针对环境的变化实行战略转型。     

Managerial Actions, Stock Returns, and Earnings: The Case of Business-to-Business Internet Firms

In this study we investigate the valuation implications of managerial actions undertaken by 57 Internet firms engaged in Business-to-Business (B2B) e-commerce. We classify 3,007 managerial actions undertaken by our sample firms between the firm's IPO date and September 30, 2000 into nine action categories: (1) acquisition of major customers, (2) introduction of new products and services, (3) promotional and marketing actions, (4) actions taken to address the concerns of stakeholders such as employees and the community at large, (5) announcements of technology, marketing, and distribution alliances, (6) completion of acquisitions, (7) expansion into international markets, (8) management team building actions, and (9) organizational changes.
In the short window tests, we find a significant increase in stock price volatility over a three-day event window surrounding the announcement of almost all actions suggesting that announcement of managerial actions provides value-relevant information to the stock market. In the long window tests, we use factor analysis to group the counts of managerial actions taken by each firm over its post-IPO life into two broad managerial initiatives—market penetration and organization building. These two initiatives explain a substantial portion of the cross-sectional variation in the firms' post-IPO life stock market returns beyond that explained by both reported earnings and analysts' forecasts of future earnings and revenues. Thus, investors appear to supplement relatively meager accounting information with data about the cross-sectional intensity of managerial actions in setting stock prices of B2B Internet firms.     

Firm Size,Book-to-Market Ratio,and Security Returns: A Holdout Sample of Financial Firms

Fama and French (1992) document a significant relation between firm size, book-to-market ratios, and security returns for nonfinancial firms. Because of their initial interest in leverage as an explanatory variable for security returns, Fama and French exclude from their analysis financial firms, thus creating a natural holdout sample on which to test the robustness of their results. We document that the relation between firm size, book-to-market ratios, and security returns is similar for financial and nonfinancial firms. In addition, we present evidence that survivorship bias does not significantly affect the estimated size or book-to-market premiums in returns. Our results indicate data-snooping and selection biases do not explain the size and book-to-market patterns in returns.     

Operating Performance and Stock Returns of Firms Calling Convertible Preferred Stocks

Abstract:   Using methodologies developed by Barber and Lyon (1996 and 1997 ), we examine the long‐run operating performance and stock returns of firms around in‐the‐money calls of convertible preferred stock. Our study intends to be a direct test of the hypothesis that managers call in‐the‐money convertibles when they view a decline in the firms' performance. We find no evidence that calling firms underperform non‐calling benchmark firms. On the contrary, we find mild evidence that the post‐call operating performance of calling firms is better than a carefully selected group of benchmark firms and call firms' post‐call stock returns are no worse than benchmark firms.     

家族主义文化与企业并购行为——来自家族上市公司的证据

儒家家族主义伦理思想对中国家族企业经营影响深远。本文研究我国上市家族企业实际控制人的家族主义文化观念对企业并购行为的影响。研究发现：实际控制人的家族主义文化观念越强,企业并购交易的规模越小,但并购绩效越好。这一实证结果在考虑遗漏变量等内生性问题后依然成立。进一步研究还发现,当企业所在地的市场法治环境较差、并购方处于行业景气度较差时期以及并购方进行跨行业并购时,实际控制人的家族主义文化观念对企业并购行为的影响程度较大。最后,我们发现家族企业实际控制人的家族主义文化观念的形成,主要是受到家族内部的言传身教,而非外部社会环境的熏陶。综上,本文结果表明企业家的家族主义文化观念越强,越希望企业在家族内部世代传承,实现基业长青,因此其并购决策将更为稳健谨慎和具有长期价值导向。     

主并方股权结构与并购支付方式的选择

本文基于后股权分置时代中国资本市场的制度背景,尝试从主并方股权结构中各利益相关者的并购动机和并购行为选择进行研究,探讨主并方股权结构与并购支付方式选择的关联性.本文以2006-2008年间我国沪深两市的158起并购事件为研究样本,运用概率选择模型(Probit)实证分析了主并方股权结构对并购支付方式选择的影响.本文研究发现,国有性质的控股股东采用现金支付的可能性更高;当主并方大股东的持股比例位于中间水平(20%-60%)时,为避免控制权转移,主并方倾向于现金支付,而当持股比例较低(低于20%)或较高(高于60%)时则更倾向于股票支付;主并方管理层持股比例越高,采用现金支付的可能性越大.     

上市公司并购重组支付方式体系存在的问题及对策

上市公司并购重组在促进产业结构调整、优化社会资源配置方面发挥了日益重要的作用,而丰富、灵活的并购重组支付方式是提高并购市场效率的关键之一。本文简要介绍了国内上市公司并购重组支付体系概况,重点分析存在的问题,并结合国内外并购市场案例及实证数据,对并购创新支付工具作了评述,提出完善上市公司并购重组支付体系的政策建议,包括在并购交易中先行推出定向可转债、引入储架发行制度、论证认股权证试点的可行性、支持券商提供并购支付融资工具等。