The Relation Among Targets' R&D Activities, Acquirers' Returns, and In-Process R&D in the US

Abstract:  Using a sample of 129 mergers and acquisitions (M&As) in the US between publicly traded acquirers and targets in research and development (R&D) intensive industries over the period of 1994-2004 and a size- and industry-matched sample, we examine the relation among targets' R&D activities, the probability of acquirers' writing-off in-process R&D (IPRD), and acquirers' returns around the time of M&A announcements. We find that firms acquiring targets with higher R&D investments tend to write off some of the acquired R&D assets upon the completion of the M&As. We also find that the median cumulative abnormal return during the three days around M&A announcements for acquirers with subsequent IPRD write-offs is −2.73% while the return for acquirers without IPRD write-offs is −0.60%. This suggests that acquirers' stock returns around M&A announcements are much lower when investors expect acquirers to expense IPRD. The results are consistent with our conjecture that acquirers tend to write-off IPRD when they acquire overvalued targets. We also find that IPRD write-offs do not increase earnings or stock returns of acquirers after M&As, which is inconsistent with an earnings management hypothesis.     

Market Valuation of Successful versus Non‐successful R&D Efforts in the Pharmaceutical Industry

Abstract:   This paper examines the relationship between a non‐financial measure of successful research and development (R&D) efforts in the pharmaceutical industry and R&D expenditures. I hypothesize that the R&D of successful producers will be valued more by the market than the R&D of non‐successful producers. The regression results support the hypothesis. In the primary model, R&D is not associated with price; however, the coefficient on the interaction between R&D and successful developers is positively related to stock price. This implies that the market values the R&D expenditures of successful developers but not the expenditures of less‐successful developers.     

Penetrating the Book-to-Market Black Box: The R&D Effect

The book-to-market (BM) phenomenon – the positive association between BM and subsequent returns – looms large among capital market enigmas. Economic theory postulates that the difference between market and book values of companies reflects their future abnormal profits. We capture these abnormal profits for a large sample of science-based companies by estimating the value of the off-balance sheet investment generating those profits – the value of R&D capital – and show empirically: (i) Firms' R&D capital is associated with their subsequent stock returns. (ii) For R&D intensive firms, this 'R&D effect' subsumes the 'book-to-market effect.' (iii) The association between R&D and subsequent returns appears to result from an extra-market risk factor inherent in R&D, rather than from stock mispricing. We thus provide an explanation for the book-to-market phenomenon of R&D companies.     

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。     

Market Valuation of Research and Development Spending under Canadian GAAP*

Section 3450 of the Canadian Institute of Chartered Accountants (CICA) Handbook requires Canadian firms to capitalize development costs that meet certain criteria and to expense those that relate to research. International Accounting Standard (IAS) No. 38 favours a similar approach. In the United States, Statement of Financial Accounting Standard (SFAS) No. 2 recommends the immediate expensing of all research and development (R&D) spending. The only exception is SFAS No. 86, which requires software development costs to be capitalized when a product successfully passes a technological feasibility test. Consequently, the Canadian financial disclosure regime provides a rich setting for testing the market valuation of capitalized R&D. Our primary research question asks whether capitalized R&D provides useful information to market participants investing in Canadian firms. We use price‐level and return models to assess the value relevance of capitalized R&D disclosed in the financial statements under Canadian GAAP. In line with expectations, using a price‐level model, we find that capitalized R&D and R&D expense as disclosed in the financial statements provide information that is value relevant to market participants. However, we find that R&D capitalized during the year helps explain returns while R&D expense does not. Thus we conclude that the application of section 3450 of the CICA Handbook produces value‐relevant information.     

Mergers and Acquisitions in Latin America: Industrial Productivity and Corporate Governance

This article examines the impact of industrial productivity in the country of origin on transnationals M&As, directed from OECD countries toward Latin America in the period 1996–2010. It also analyzes the relationship between external mechanisms of corporate governance and transnational M&As. Employing a gravitational model at the industry level, we find that industry productivity in the country of origin promotes transnational M&A activity, although capital productivity affects it negatively. We also find evidence that higher standards of corporate governance in both origin and destination countries increase the likelihood of transnational M&As taking place.     

Cross-Border Mergers and Acquisitions and the Role of Free Trade Agreements

This article investigates the impact of the formation of free trade agreements (FTAs) on cross-border mergers and acquisitions (M&As). Using the comprehensive M&As dataset of Securities Data Company, we find that FTA relationship is associated with more bilateral cross-border M&As. Second, the cross-border M&As activities between a FTA country-pair do not increase faster than the acquiring country’s total foreign acquisitions, suggesting no evidence of investment diversion effect of FTA. Third, we find that existing FTA relationship with other countries positively affect cross-border M&As between a FTA country-pair. But these third-country FTA effects differ for acquiring country and target country when we look at the ratio of a country-pair’s FTA relative to the acquiring country’s total foreign M&As. Moreover, by exploring the detailed information on acquiring and target firms, we reveal that the effect of FTA differs for horizontal, vertical and conglomerate cross-border M&As. Our results are robust to various measures of M&As activities and econometric methods used.     

Termination Fees in Mergers and Acquisitions: Protecting Investors or Managers?

Abstract:  Institutional investors closely monitor termination fees in mergers and acquisitions (M&A). We argue that their magnitude reflects either agency problems or efficiency considerations. Focusing on M&A involving Canadian targets between 1997 and 2004, we assess the determinants and market impact of termination fees. Our findings show that the Thomson's SDC Platinum™ Worldwide Mergers & Acquisitions Database underestimates their extent. Results suggest that termination fees are essentially an efficient mechanism as they are relatively higher in M&A with high merger costs, a cash component and expected operating synergies. Stock market returns surrounding the deal announcement do not differ across levels of relative termination fees.     

Impact on Target Firm Risk-Return Characteristics of Domestic and Cross-Border Mergers and Acquisitions in Emerging Markets

Using a large sample of partial cross-border mergers and acquisitions from emerging countries, we show that these acquisitions significantly reduce the risk of the target firms and that the risk reduction is directly related to the changes in the international shareholder base and the strength of the investor right protection of the acquirer. We also find that these acquisitions are value creating because we see improvements in both the short-term and long-term risk-adjusted stock performance in target firms during the postacquisition period.     

The Impact of Corporate Diversification on the Long-Term Stock Return of R&D Increase Announcements

Prior studies have tested the long-term performance of research and development (R&D) spending, but the results are inconclusive. This study extends this line of research and explores the impact of corporate diversification on the long-term stock returns on R&D increase announcements. After controlling for the important variables in explaining the performance of R&D increases, a significantly negative association is found between the degree of corporate diversification and the long-run stock returns on R&D increase announcements. This result suggests that the costs of corporate diversification dominate the benefits regarding corporate diversification, and highlight the important effect a firm's diversification strategy has on the market valuation of R&D innovation.     

私募股权投资并购退出模式及策略分析

私募股权投资并购退出是当前国内逐渐兴起的新趋势,既符合市场经济由自由竞争发展到集中整合阶段的客观需求,又具有优化产业结构的时代使命。但并购退出在国内总体还处于萌芽阶段,进一步的发展空间还受到不少限制,本文尝试探索符合国内并购退出的几种模式,并有针对性地提出了发展并购退出的初步策略与建议。     

上市公司并购重组定价问题研究

上市公司并购重组已经成为我国资本市场的一个主旋律.而上市公司并购重组中的定价问题又成为同一控制下的并购重组的核心与焦点问题,各方面争论较多,现实作法中也确实存在值得研究的问题.本文通过模型分析与模拟计算的方法对上市公司并购重组中的定价方法进行了分析论证,以此推导出上市公司股票定价及所购买资产价值可能存在的误差以及可能的人为操纵偏差.最后给出了并购重组中定价方面相应的机制设计和政策建议.     

Waves and Determinants in Mergers and Acquisitions: The Case of Latin America

This article contributes to the current literature on mergers and acquisitions (M&As) by identifying the existence of waves and the determinants of M&A activity in the economies of Argentina, Brazil, Chile, Colombia, Mexico, and Peru. From a sample of 2,391 M&A announcements reported by Thomson One on these countries, applying the methodology proposed by Harford (2005), evidence of M&A waves is found for the periods 1995–2002 and 2003–2010, as reported for other regions in various international studies. After controlling for economic and business environment variables, as well as for profitability and book-to-market variables at the industry level, we find evidence that supports neoclassical theory as a main explanation for M&A activity but not for the misvaluation effect.     

Valuation implications of pharmaceutical companies' R&D regulatory approval notifications

This paper examines shareholder wealth effects surrounding applications to, and approvals by, the United States Food and Drug Administration (FDA) for firms listed on the New York (NYSE) and London (LSE) stock exchanges. Applications to the FDA for drug approvals significantly increase shareholder wealth for NYSE firms only. The increase is driven by applications for enhancements to existing drugs, with the market anticipating the application, thus suggesting information leakage. FDA approvals also significantly increase shareholder wealth in both markets. However, there is no evidence of information leakage and the significant post-event abnormal returns support the attention-grabbing hypothesis. Enhanced drug approvals are value-relevant for both markets, which highlights the contribution of real-options to firm value.     

Mergers and acquisitions research in finance and accounting: Past,present, and future

This study presents an analysis of publication patterns and major themes in research on mergers and acquisitions in finance and accounting. We find that takeovers as mechanisms of governance, drivers of mergers, mechanisms of mergers, bank mergers, cross-border mergers, shareholder wealth effects of mergers and related events, and the role of financial experts and ownership structure form major themes of research in the finance area, while in accounting area major themes are corporate governance and accounting outcomes, predicting takeovers and their outcomes, valuation, financial reporting and takeover decisions, and financial reporting and performance.     

The Banking Relationship's Role in the Choice of the Target's Advisor in Mergers and Acquisitions

We analyse the factors influencing the target company's choice of bank advisor in mergers and acquisitions (M&As). We first examine the choice of hiring an advisor, which is nontrivial, since in one‐third of transactions our sample target companies did not hire one. We also analyse the choice to hire as advisor a bank with a strong prior relationship with the company (i.e., the main bank). Using data on 473 European M&A transactions completed in the period 1994–2003, we find evidence that the decision to hire an advisor depends on three main factors: (i) the intensity of the previous banking relationship, (ii) the reputation of the bidder company's advisor, and (iii) the complexity of the deal. We also investigate the impact of the bank advisor on shareholder wealth. We find that the abnormal returns of target company shareholders increase with the intensity of the previous banking relationship, thus indicating a ‘certification role’ on the part of investment banks.     

Vertical merger,R&D collaboration and innovation

This paper studies the effects of vertical merger and R&D collaboration activities on firms' innovation decisions and stock returns based on a continuous-time real option model under market and technological uncertainties. Our analysis confirms vertical merger's benefit in amplifying the potential gain from innovation through eliminating inefficiencies. We show that vertical merger boosts innovation incentives in two ways: it reduces the optimal innovation threshold when firms suspend the project and increases R&D investment when firms launch the project. If vertical merger is not possible, R&D collaboration can improve firms' innovation levels as an alternative decision, but inefficiencies still exist which implies less pronounced stimulation effects. Both vertical merger and R&D collaboration can reduce firms' risk when conducting innovation project and weaken the positive R&D-returns relation and financial constraints-returns relation, while these effects of vertical merger are stronger than those of R&D collaboration.     

The Effect of Cross-Border Acquisitions on Shareholder Wealth — Evidence from Switzerland

We analyze the wealth effects of 114 domestic and international acquisitions announced by Swiss corporations between 1990 and 2001. We find no difference between national and cross-border mergers. This may indicate that the international capital markets are highly integrated and is in contrast to recent empirical findings on a prevailing segmentation of capital markets within Europe. We also analyze the role of professional advisors in Swiss M&A transactions. Our results indicate that the expenses for professional advice might outweigh the potential benefits.     

Stock Market Valuation of Deferred Tax Assets: Evidence from Internet Firms

Abstract:   We use the provisions of SFAS No. 109 , Accounting for Income Taxes , to examine the extent to which stock prices of Internet firms were associated with expectations of future profitability before versus after the 'market correction' in early 2000. We find that the valuation of deferred tax assets of firms with business models reliant on the level of web site traffic was significantly greater after the market correction. In our view, this evidence is consistent with pre‐correction mispricing.     

Limits of tax regulation: Evidence from strategic R&D classification and the R&D tax credit

We investigate a tax avoidance strategy where firms use the ambiguity inherent in tax reporting to classify indirect costs as research and development (R&D) expenditures to take advantage of the R&D tax credit. We label this tax practice “strategic R&D classification”. We find a one standard deviation increase in strategic R&D classification leads, on average, to a 1.7% (1.5%) reduction in GAAP (cash) effective tax rates, suggesting this practice provides significant tax savings. However, we also find strategic R&D classification is related to both the level and changes in uncertain tax benefit liabilities required to be recognized under FIN 48, suggesting this practice comes with financial reporting costs. Our study contributes to the literature by documenting some of the costs and benefits associated with a previously unexplored tax strategy, and highlights the limitations faced by tax authorities in monitoring firms’ R&D tax credit.