The impact of anti‐takeover charter amendments on expectations of future earnings and takeover activity

In this study, additional evidence of the impact of anti‐takeover amendments on firm earnings and subsequent takeover activity is presented. It is found that analysts’ projections of financial performance measures do not appear to be altered by the adoption of anti‐takeover amendments. Additionally, it is found that the anti‐takeover charter amendments do not impact either takeover activity or takeover premiums following their adoption. Thus, anti‐takeover amendments appear to have few, if any, consequences to shareholders. Copyright © 1999 John Wiley & Sons, Ltd.     

The Role of Debt Purchases in Takeovers: A Tale of Two Retailers

In this paper, we examine acquisitions of two financially distressed retailers—Federated's takeover of Macy's, and Zell Chilmark's takeover of Carter Hawley Hale. In both cases the raider purchased some of the target's outstanding debt to launch its takeover attempt. These debt purchases appear to have been facilitated by two salient factors—the raider's expertise in dealing with distressed firm restructuring and the ability of the raider to acquire a large blockholding of debt. Our analysis indicates that, when these factors are present, it is optimal for a raider to initiate a takeover of a distressed firm through purchasing a block of the firm's debt. Target bondholder reaction will be favorable whereas shareholder reaction may be either favorable or unfavorable.     

Institutional investors, antitakeover defenses and success of hostile takeover bids

In this study we investigate the question of whether institutional investors enhance or reduce efficiency in the market for corporate control. In particular, given unequivocal evidence that target stockholders gain in successful takeover bids, we investigate the impact of institutional ownership in target firms on the adoption of the type of antitakeover defense as well as the outcome of takeover bids. We find that target firms are more likely to adopt value-reducing antitakeover defenses and successfully thwart takeover bids when a higher percentage of target common stock is owned by ‘pressure-indeterminate’ investors (investment counsel firms in particular). On the other hand, the probability of a successful takeover rises with the ownership of both ‘pressure-sensitive’ and ‘pressure-resistant’ investors. The above findings support the view that institutional investors do not play a homogeneous role in the market for corporate control.     

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.     

R&D investment as a signal in corporate takeovers

The purpose of this paper is to analyze the effects that takeover threats have on firms' preacquisition R&D intensity. Critics of takeovers usually argue that takeover threats may reduce target firms' R&D investments. However, I find that target firms may increase R&D investment in order to signal their compatibility with the acquiring firm. The identity of the acquired firm depends on the market size and target firms' efficiency and compatibility. Through R&D investments, target firms may affect this result, signaling potential outsiders the kind of competition they may face, and forcing them to accept lower takeover offers. Copyright © 2009 John Wiley & Sons, Ltd.     

Asset sales and takeover threats

This research addresses the question of whether the existence of a recent takeover threat affects the market reaction to a subsequent sale of assets. The effect of a prior takeover threat on the stock price reaction to an asset sale is examined from the perspective of both the buying firm and the selling firm. The total gains to the transaction are estimated as a market weighted average of the abnormal returns to the two firms. The results show that when there has not been a recent takeover threat on the selling firm, abnormal returns are significantly positive for the seller, the buyer and in total. However, if the selling firm has faced a takeover threat within the previous year, the abnormal returns upon announcement of an asset sale are insignificant for the seller, negative for the buyer, and negative for a portfolio of the two. Hence, the market has a lower estimate of the overall gains in transactions that follow takeover threats on the selling firm; in fact, these transactions result in a net wealth reduction.     

The Determinants and Consequences of Abandoned Takeovers

Takeover activity has attracted a great deal of academic attention over the past three decades. Much of this interest has focused on the study of completed takeovers with a particular interest in seeking to understand the impact of takeover activity on the wealth of both shareholders in acquired and bidding firms. Unlike their completed counterparts, abandoned takeovers have received relatively little academic attention. This is surprising since a significant proportion of takeover bids are unsuccessful. This paper seeks to address the imbalance by providing a comprehensive survey of the takeover failure literature. The paper focuses on two aspects of the literature: First, we discuss and review the factors likely to influence takeover outcome. Second, we examine the consequences of takeover abandonment from the perspective of targets and bidders. We also identify a number of areas where future research may seek to improve further our understanding of the causes and consequences of takeover abandonment.     

Corporate takeovers,bargaining and managers' incentives to invest

This paper analyzes the impact of potential takeovers on the investment decisions of managers. The takeover involves bargaining over the potential surplus between the acquiring firm, the target manager, and shareholders of the target firm. The anticipation of future takeover gains will influence the decision‐makers to invest ex ante. Interestingly, both over and underinvestment might prevail, depending on the relative bargaining powers of the parties. The model encompasses specific cases documented in the empirical literature and mergers and acquisitions (M&A) practice. It is, therefore, particularly suited to focus on the desirability of anti‐takeover legislation. Copyright © 2000 John Wiley & Sons, Ltd.     

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.     

Value Added and Corporate Control in the U.S.

This paper examines the ability of value added to assess the differences between target firms and their industries and to explain target firms' abnormal returns during the takeover period. In a sample of 234 completed takeovers over the period 1977 to 1989, takeover targets have lower value added to total assets ratios than other firms in their industries in the year preceding the year in which the takeover is completed. Target firm abnormal returns observed during the takeover period are positively related to the difference between target Firm and average industry value added to total assets. This suggests that while acquired firms are on average underperformers, acquiring firms value the access to, and possibly the ability to redistribute, the resources of target firms.     

Defensive acquisitions in the banking industry: The takeover premium hypothesis

We define defensive acquisitions as takeovers made by a firm so as to become so large that it becomes an unattractive target itself. A sample of defensive acquisitions in the banking industry is used to test the takeover premium hypothesis. Under this hypothesis, the defensive acquirers lose because a takeover premium that previously existed in their prices is deflated while the takeover premium increases for smaller competitors because they become more likely targets. We find that the defensive acquirers experience significant negative abnormal returns on the announcement day, and that smaller competitors have positive abnormal returns on the announcements of defensive acquisitions. In contrast, larger competitors do not react to the announcements. The results are consistent with the takeover premium hypothesis.     

The effect of ESOP adoptions on corporate performance: are there really performance changes?

Employee Stock Ownership Programs (ESOPs) have long been promoted as a motivational tool: employees become profit‐minded owners. Latterly, however, more ESOPs are being used as part of a takeover defense: here the ESOPs main purpose is to put more company stock in friendly hands—the employees—who, like existing management, could suffer layoffs, etc. in a hostile takeover. We find that, as a group, only the takeover‐related ESOPs are associated with increased leverage (itself a takeover defense). Non‐target firms show no long‐term increase in debt‐to‐assets. We find little evidence to support the motivation hypothesis: while actual labor costs are lower for ESOP firms, after industry‐adjusting they tend to be unaffected or higher. We find that a few measures of firm financial performance [return‐on‐equity (ROE), return‐on‐assets (ROA), net profit margin (NPM)] do improve significantly, but this appears to be largely a short‐term effect. Industry‐adjusted holding period returns appear to be unaffected by the ESOP; however, ESOP firms that leverage show evidence of long‐term market underperformance. We conclude that ESOPs provide, at best, only a short‐term boost to corporate performance. Copyright © 2000 John Wiley & Sons, Ltd.     

Takeover threats,antitakeover amendments and stock price reaction

We examine the influence of takeover threats on the stock price of firms proposing antitakeover amendments. Stock prices of the majority of firms, which are not takeover targets during the four years surrounding the amendments, are unaffected, while prices of firms that become takeover targets within two years increase significantly. We document weak evidence of wealth losses only for a sample of prior targets. Our findings suggest that shareholders of the average firm are not harmed by antitakeover amendments because they provide either a better bargaining position or an information signal to the market.     

An empirical analysis of the corporate control,tax and incentive motivations for adopting leveraged employee stock ownership plans

This paper examines three motivations for leveraged ESOP adoption: as a takeover defense, as a mechanism for providing incentives to employees and as a vehicle for tax savings. ESOP adoption is more likely for companies with a higher predicted probability of takeover, but ESOP adopters have many characteristics that are different from takeover targets. Companies that adopt ESOPs can be distinguished from non-adopting companies based on characteristics associated with the tax and incentive effects of these plans. The size of the ESOP is shown to depend primarily on the tax and incentive characteristics.     

Takeover prediction using forecast combinations

The ability to identify likely takeover targets at an early stage should provide investors with valuable information, enabling them to profit by investing in potential target firms. In this paper we contribute to the takeover forecasting literature by suggesting the combination of probability forecasts as an alternative method of improving the forecast accuracy in takeover prediction and realizing improved economic returns from portfolios made up of predicted targets. Forecasts from several non-linear forecasting models, such as logistic and neural network models and a combination of them, are used to determine the methodology that best reduces the out-of-sample misclassification error. We draw two general conclusions from our results. First, the forecast combination method outperforms the single models, and should therefore be used to improve the accuracy of takeover target predictions. Second, we demonstrate that an investment in a portfolio of the combined predicted targets results in significant abnormal returns being made by an investor, in the order of up to double the market benchmark return when using a portfolio of manageable size.     

An explanation for recapitalization in corporate control contests

This paper examines the role of corporate financial policy in determining the equilibrium allocation of takeover gains in corporate control contests. The model justifies capital-structure changes in response to a takeover bid, and shows how recapitalization can be used as a strategic device to alter the price a bidding firm pays to acquire the target firm.     

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.     

An analysis of foreign takeovers in the United States

Using a sample of 96 US companies taken over by foreign companies during the period 1975-87, we assess foreign takeovers in two stages: pre-takeover and takeover. We find evidence that foreign firms target US firms whose operations are related to their own operations and that have low market-to-book ratios, suggesting foreign bidders acquire firms that provide a greater opportunity for market entry and synergistic gains. The synergistic gains appear to result from the foreign buyer using its own intangible assets (e.g. managerial skills) to improve the target. We also find that foreign takeover activity is aimed primarily at US industries that themselves make high levels of foreign direct investments, implying that the bidders use takeovers as a quick way to counteract rival firms' moves. We find evidence that foreign takeovers take place in relatively mature, low-growth industries and that foreign targets are, on average, smaller than the non-targets. The wealth effect on the announcement of a takeover is significantly higher for foreign takeovers than for takeovers by domestic firms. Also, we find that foreign bidders pay a slightly higher premium for targets whose operations are related to their own.     

The determinants and effects of actual,abandoned and contested mergers

This paper reports the results of research aimed at exploring why some takeover bids give rise to merger while other do not and, using as a basis of comparison matched samples of actual and abandoned mergers, the performance effects of mergers. In this work, 50 cases of abandoned mergers occurring between 1965 and 1975 were analysed against a matched sample of 50 actual mergers. In addition, 33 cases of contested bids were also analysed. Variables used reflected managerial, shareholder and financial strength considerations. Analysis covered a period three years before to three years after each bid. Techniques of analysis were differences of means and discriminant analysis. The results show that there are important differences between target companies that are acquired and those that successfully resist takeover bids. They also show the influence of managerial and financial variables as the key to a successful takeover bid rather than variables reflecting shareholder interests. Analysis of the effects of the outcome of the bids suggests that companies involved in abandoned mergers recorded a stronger performance over the subsequent 1–3 years than those that made acquisitions, especially where shareholder and financial considerations are concerned. Target companies that resisted takeover bids showed a significant performance improvement.     

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.