The impact of mergers on acquiring firm shareholder wealth: The 1905–1930 experience

From the standpoint of investors successful acquisitions increase profitability and stock Contemporary studies find acquiring firm shareholders earning small gains before and large losses after consolidation. Using modern financial market procedures, we examine a portfolio of 191 acquiring firms from 1905 to 1930 to determine the impact on firm owners of early industrial acquisitions in the United States and the effect of institutional changes on takeover gains. Acquisitions from 1905 to 1930 raised shareholder wealth by more than 3 percent, an increase exceeding gains from more recent mergers. Stock price continued to rise after completion for acquisitions before World War I, but fell dramatically for acquisitions during the oligopoly merger wave of the late 1920s.We would like to thank Patrick Byrne and Tara Nussman for help in collecting the financial data, Ralph Nelson for permitting us to use his and Carl Eis's worksheets on merger activity from 1905 to 1930, and George Bittlingmayer, Malcolm Burns, David Gulley, Stephen Grubaugh, Lori Leeth, John Matsusaka, Dennis Mueller, Rexford Santerre, Scott Sumner, Tugrul Temel, and Nikhil Varaiya for their helpful comments.     

横向兼并、福利增进与反垄断政策

在对企业横向兼并行为的反垄断审查中,存在两个重要指标:市场份额与产业集中度。本文将企业横向兼并行为的三种反垄断判断标准(福利标准)归纳为两种福利增进情况。并且,根据这两种福利增进的情况,建立均衡福利模型,得出实现福利增进所必须满足的市场条件,从而做出更加明确的反垄断判定。结合我国新出台《反垄断法》后第一起也是唯一的一起兼并失败案(可口可乐兼并汇源失败)进行分析,并基于我国反垄断现状和模型结论,提出相关建议。     

Cosmetic mergers: The effect of style investing on the market for corporate control

We study the impact of “style investing” on the market for corporate control. We argue that the choice of the bidder is influenced by the fact that the merge with a firm that belongs to an investment style more popular with the market may boost the bidder's value. By using data on the flows in mutual funds, we construct a measure of popularity, which relies directly on the identification of sentiment-induced investor demand, rather than being a direct transformation of stock market data. We show that differences in popularity between bidder and target help to explain their pairing. The merger with a more popular target generates a halo effect from the target to the bidder that induces the market to evaluate the assets of the less popular bidder at the (inflated) market value of the more popular target. Both bidder and target premiums are positively related to the difference in popularity between the target and the bidder. However, the target's ability to appropriate the gain is reduced by the fact that its bargaining position is weaker when the bidder's potential for asset appreciation is higher. We document a better short- and medium-term performance of less popular firms taking over more popular firms. The bidder managers engaging in these cosmetic mergers take advantage of the window of opportunity induced by the deal to reduce their stake in the firm under convenient conditions.     

收购方为什么要在兼并交易中雇用投资银行

本文考察了当兼并交易具有哪些特征时,收购方公司更可能会在兼并交易中雇用投资银行作为其兼并交易的财务顾问。研究结果表明,在下列情况下,收购方公司更有可能雇用投资银行作为其兼并交易的财务顾问：兼并交易较复杂,收购方公司的兼并交易经验不足,收购方公司仅收购目标公司部分资产或股权,兼并交易价格较高,兼并交易为敌意收购,收购方公司在金融行业运营,目标公司在很多行业经营。     

企业并购定价诸方法之选择研究

并购作为企业规模扩张的一种效率较高的形式，被越来越多的企业所采用。而被并购企业价值的确定，即并购定价的准确与否直接决定着并购交易的成功或失败，以及并购后企业绩效的优劣。企业并购的定价方法有多种，备具特色，定价时应当视具体情况选取最为适合的定价方法以适应并购决策的需要。     

Managerial shareholdings, firm value, and acquired corporations

Prior research on the relationship between managerial shareholdings and firm value provides conflicting evidence. We take a different approach to its analysis and focus on managerial shareholdings in acquired firms. We argue that in a relatively unfettered market for corporate control, prior evidence of a nonlinear relationship between moral hazard costs and managerial shareholdings suggests that acquired corporations can be segmented according to managerial shareholdings, and that these segments will differ according to the source of wealth gains, managerial resistance, who acquires the company, and how target shareholders are paid. We find evidence consistent with these predictions.     

Financial leverage changes associated with corporate mergers

We empirically examine whether firms increase financial leverage following mergers. Firms could increase financial leverage either because of an increase in debt capacity or because of unused debt capacity from pre-merger years. We find that financial leverage of combined firms increases significantly following mergers. A cross-sectional analysis shows that the change in financial leverage around mergers is significantly positively correlated with the announcement period market-adjusted returns. Further tests indicate that the increase in financial leverage is an outcome of an increase in debt capacity, although there is weak evidence that some of the increase in financial leverage is a result of past unused debt capacity.