Acquisition Announcements Research Articles

Assessment of market efficiency in Argentina, Brazil and Chile: an event study of mergers and acquisitions

This paper presents an investigation into the relationship between the announcement of mergers and acquisitions, the existence of positive abnormal returns for shares of these firms, and market efficiency in Argentina, Brazil and Chile. Statistically significant Standardized Abnormal Returns were present in the event announcement and the following days in Argentina and Chile and on the event day in Brazil, confirming value creation signaling. Furthermore, the significance of abnormal returns in the event window, namely in the 5 days following the event in Argentina and Chile and the absence of such in Brazil suggests a more efficient market exists in Brazil, in keeping with the semi-strong market efficiency hypothesis. The absence of semi-strong efficient market behavior could prove valuable to investors who could use a window of a few days after the event announcement to accumulate abnormal returns, provided the appropriate research into news of possible mergers or acquisitions has been made.

Shareholder Wealth Creation in Response to Announcements of Acquisitions of Unlisted Firms: Evidence from Spain

We investigate shareholder value creation of Spanish listed firms in response to announcements of acquisitions of unlisted companies and compare this experience to the purchase of listed firms over the period 1991–2006. Similar to foreign markets, acquirers of listed targets earn insignificant average abnormal returns, whereas acquirers of unlisted targets gain significant positive average abnormal returns. When we relate these results to company and transaction characteristics our findings diverge from those reported in the literature for other foreign markets, as our evidence suggests that the listing status effect is mainly associated with the fact that unlisted firms tend to be smaller and lesser–known firms, and thus suffer from a lack of competition in the market for corporate control. Consequently, the payment of lower premiums and the possibility of diversifying shareholders’ portfolios lead to unlisted firm acquisitions being viewed as value–orientated transactions.

Thevicariouswisdom of crowds: toward a behavioral perspective on investor reactions to acquisition announcements

AbstractAlthough event‐study methodology is invaluable to strategic management research, we argue that the traditional financial economic rationale on which it is based has led scholars to assume away the behavioral mechanisms underlying investor reactions. Building on behavioral theory from management, psychology, and economics, we set out to develop a behavioral perspective on investor reactions to acquisition announcements—one that relaxes the assumption of investors making objective, rational‐deductive calculations. Given the information asymmetry they face, we theorize that investors (1) infer management's perception of an acquisition's synergistic potential from the premium it pays, and (2) draw on additional public information to assess the reliability of that perception. Using a multi‐industry sample of acquisitions by North American firms, we find considerable support for our behavioral framework. Copyright © 2012 John Wiley & Sons, Ltd.

Director Affiliations and Shareholder Wealth during the Announcement of Acquisitions

Expanding on earlier findings that outside director characteristics are significant factors on firm performance, this paper focuses on the significance of their leadership role and affiliations. Examining market reaction to acquisitions, we find acquirers with busy outside directors holding a CEO title in S and P 500 firms or holding diversified directorships obtain higher cumulative abnormal returns during the announcement date than firms with other busy outside directors. While multiple directorships could lead to ineffective monitoring, our finding highlights the potential advantage of certain busy outside directors. Large firm leadership position and diverse experiences appear to be associated with significant positive impact. Key words: Board of directors, Multiple directorships, Mergers and acquisitions

Trading costs around M&A announcements

PurposeThe purpose of this paper is to examine trading costs of both acquiring firms and target firms differentiated by method of payment, mode of acquisition, and deal attitude around merger and acquisition (M&A) announcements. The author calculates four spread measures of trading costs: quoted spread, percentage quoted spread, effective spread, and percentage effective spread.Design/methodology/approachDifferences in spreads differentiated by M&A characteristics are calculated and two‐sample t‐tests applied. A linear regression model is developed to test whether changes in trading costs are related to acquiring firm's post‐merger price performance. The regression is estimated by OLS method.FindingsIt is found that various methods of payment affect the spreads of target firm differently on certain days around M&A announcement. For acquiring firms, significant differences are found in spreads between cash offers and stock offers, and between stock offers and mix offers. Significant difference was not found in spreads between cash offers and mix offers. The mode of acquisition affects the bid‐ask spreads of target firms only, but not those of acquiring firms. Deal attitudes affect the spreads of target firms on and after M&A announcements. It was also found that all four spread measures are significantly linked to acquiring firms’ post‐merger daily returns.Research limitations/implicationsFurther study can be done on mechanisms through which M&A characteristics impact trading costs.Practical implicationsThis study suggests that M&A characteristics affect firms’ spreads and that changes in spreads need to be accounted for in explaining acquiring firms’ post‐merger daily returns.Originality/valueThe paper fills in an important gap in existing literature by examining trading costs of acquiring firms around M&A announcements. It provides additional evidence on the anomaly of acquiring firm's negative post‐merger returns. The paper is intended to help improve the understanding of trading costs and the behavior of the market participants in response to a major corporate event.

Friendly Takeover Offers for Public Corporations: Interim Uncertainty, Reserve Prices, and Bustup Fees

Legal restrictions create a material delay between the announcement of a friendly acquisition of a public firm and the deal’s final approval by target shareholders: a month for a takeover with a first step cash tender offer, longer for a merger. During this time target values may change, perhaps dramatically. While a target can accept new bids if its value rises, bidders usually cannot back out if the target’s value falls. We also observe that most takeovers occur at a significant premium to the target’s prior market price. Prior models of takeover bidding ignore the law-induced delay and resulting asymmetry between bidder and target, and generally assume that targets (if for sale) will accept zero-premium offers. We develop a model that incorporates delay-induced asymmetry and reserve prices. Principal new predictions include: targets often optimally set reserve prices higher than the current market price; first bidders may value the target for more than the target’s reserve price, yet be unwilling to bid because they expect a loss after accounting for the implied put option they provide the seller; the likelihood of a bidder making a bid is generally decreasing in the reserve price, the interim uncertainty, and the number of potential competing bidders; optimal reserve prices are decreasing in the interim uncertainty and number of potential new bidders, and can be below the target’s current price in extreme cases; (if the target offers a bustup fee to the first bidder, this increases the (conditional on the bustup fee) optimal reserve price, but reduces the target’s expected profit. Our predictions on the effect of bustup fees provide theoretical support for legal limits on bustup fees and other deal protections.

Mutual Fund Skills and the Performance of Corporate Acquirers

Existing corporate governance research interprets positive correlation between institutional ownership and the success of mergers as evidence of active monitoring by institutional investors. The possibility that some institutional investors may have merely picked stocks that make better acquisitions is acknowledged but not investigated. This study examines stock picking on acquirers by actively managed equity mutual funds. Using different proxies for fund skills, we show that acquirers held by the most skilled funds just prior to an acquisition experience significantly better stock performance and operating performance after the merger. In the year preceding the acquisition announcement, higher-skill funds increase their holdings of the most successful acquirers and decrease their holdings of least successful acquirers. Moreover, using Active Share as a proxy for stock picking, we show that more active funds decrease holdings in all acquirers, but the decrease is largest for the least successful acquirers. The link between fund skill and post-merger performance of portfolio companies is not attributable to better monitoring by high-skill funds. Overall, these results provide strong evidence that skilled mutual funds pick the stocks of firms that subsequently make better acquisitions.

Are Good Performers Bad Acquirers?

We examine how the market reacts to announcements of mergers and acquisitions (M&As) by well‐performing acquirers and evaluate the results in light of three hypotheses: 1) managerial ability, 2) empire building, and 3) chief executive officer (CEO) overconfidence. Our results indicate that an empire‐building motive drives the relationship between past superior operating performance and M&A announcements. Long‐term operating performance drops significantly for acquiring firms with past superior operating performance. Our evidence also indicates that the presence of insider directors helps to alleviate the negative perception of acquisitions made by firms with better operating performance or empire‐building CEOs.

Does favorable investor sentiment lead to costly decisions to go public?

We investigate the real effects of decisions to undertake an initial public offering of stock in periods of favorable investor sentiment. Specifically, we examine potential effects of favorable investor sentiment on investment expenditures and how effects on investment affect firm operating performance and value as well as the likelihood of survival. We find that firms going public during periods of favorable sentiment, on average, spend substantially more on investments, especially acquisitions, than firms going public in other periods. The effect of favorable investor sentiment on investment is more pronounced for younger firms. We do not find, however, that the higher investment spending in the wake of favorable sentiment leads to worse operating or stock performance. Stock returns around acquisitions announcements are also positive for firms going public in favorable sentiment periods. The preponderance of our findings indicate that decisions to go public in favorable investor sentiment periods do not lead to corporate investment decisions that harm firm performance and value.

Do Favorable Market Conditions Lead to Costly Decisions to Go Public?

We investigate the real effects of decisions to undertake an initial public offering of stock in periods of favorable investor sentiment. Specifically, we examine potential effects of favorable investor sentiment on investment expenditures and how effects on investment affect firm operating performance and value as well as the likelihood of survival. We find that firms going public during periods of favorable sentiment, on average, spend substantially more on investments, especially acquisitions, than firms going public in other periods. The effect of favorable investor sentiment on investment is more pronounced for younger firms. We do not find, however, that the higher investment spending in the wake of favorable sentiment leads to worse operating or stock performance. Stock returns around acquisitions announcements are also positive for firms going public in favorable sentiment periods. The preponderance of our findings indicate that decisions to go public in favorable investor sentiment periods do not lead to corporate investment decisions that harm firm performance and value.

Do Hubris and the Information Environment Explain the Effect of Acquirers’ Size on Their Gains from Acquisitions?

We examine the negative relation between abnormal returns at acquisition announcements and the size of acquiring firms. This so-called size effect was first documented and investigated by Moeller, Schlingemann, and Stulz (2004), who conclude that hubris on the part of large acquirers most likely explains the size effect. Our study is a further investigation of this size effect and makes the following contributions. First, we document that the effect exists monotonically across firm size deciles, not just in a comparison of “small” and “large” firms. Second, using a different methodology than Moeller, Schlingemann, and Stulz (2004), we corroborate their finding that acquisitions by large firms reflect more hubris than those made by small firms, but we also document that acquisitions made by small firms create more synergies than those made by large firms. In addition, we find that the size effect is significantly stronger for the smallest acquirers — who make value-creating acquisitions, on average — than it is for the largest acquirers. Taken together, therefore, our evidence indicates that the size effect is at least as much driven by small firms making superior, synergistic acquisitions as it is driven by large firms making inferior, hubristic acquisitions. Finally, we document that differences in the information environment between small and large firms do not explain the size effect.

Corporate Governance and Diversification*

Using 1640 observations of completed acquisitions from 1996 to 2003, we investigate the relation between corporate governance and returns to bidders and targets. We find that the cumulative abnormal returns for acquirers are significantly negative upon announcement of acquisitions for the full sample and for the related and diversifying subsamples. However, we find that diversifying acquisitions, when conducted by firms with a higher percentage of outsiders on the board, improve returns. Furthermore, we separately examine high-technology and non-high-technology firms to test the relation between board characteristics and announcement returns in different information asymmetry environments. We also find that diversifying acquirers with independent boards perform better than those with insider-dominated boards and the results are especially pronounced for high-technology firms. Taken together, the results suggest that firms with better incentive alignment will be more likely to be perceived by the market as stronger performers in acquisitions. In sum, we find that corporate governance plays an important role in determining wealth creation for our sample of acquiring firms.

Private Acquisition Gains: A Contingent Claims Explanation

This paper studies acquisition announcement returns and offers a new explanation from the contingent claims perspective for the difference in abnormal returns between acquirers of private and public targets. In this context an acquisition is analogous to buying a call option, which would result increasing the value of the acquirer, and, hence, the value of the acquiring firm is expected to increase with uncertainty. We find that acquirers of private firms earn higher announcement returns than acquirers of public targets and that the private acquisition gains are associated with increases in growth options (uncertainty). Consistent with the contingent claims hypothesis predicting higher announcement returns for near-all equity (low-leveraged) acquirers than their levered counterparts, we also find that these gains are inversely related to leverage.

The value of board diversity in banking: evidence from the market for corporate control

We examine the value of board diversity in the US banking industry as a mechanism to enhance the decision-making capabilities of a board. We employ a sample of mergers to assess if measures of diversity as displayed by the bidding bank's board are linked to the market performance of acquisitions. We find positive announcement returns to mergers approved by boards whose members are diverse in terms of their occupational background. By contrast, age and tenure diversity are associated with wealth losses surrounding acquisition announcements, while gender diversity does not lead to measurable value effects. Interestingly, boards with more banking expertise are not more effective at monitoring bank managers. Our results do not support calls for more representation of industry-specific expertise on bank boards and, instead, show that occupational diversity may play an important role in protecting shareholder wealth.

How Do Stock Markets React to Acquisition Announcements in Land Auctions? Evidence from Taiwan

How Do Stock Markets React to Acquisition Announcements in Land Auctions? Evidence from Taiwan

Corporate Governance and Diversification

In this paper, we investigate the relation between corporate governance and returns to bidders and targets, using 1,640 observations of completed acquisitions from 1996 to 2003. We find that the cumulative abnormal returns for acquirers are significantly negative upon announcement of acquisitions for the full sample and for the related and diversifying sub-samples. However, we find that diversifying acquisitions, when conducted by firms with a higher percentage of outsiders on the board, improve returns. Furthermore, we separately examine high-tech and non high-tech firms to test the relation between board characteristics and announcement returns in different information asymmetry environments. We also find that diversifying acquirers with independent boards perform better than those with insider dominated boards and the results are especially pronounced for high-tech firms. Taken together, the results suggest that firms with better incentive alignment will be more likely to be perceived by the market as stronger performers in acquisitions. In sum, we find that corporate governance plays an important role in determining wealth creation for our sample of acquiring firms.

Rumors and pre-announcement trading: why sell target stocks before acquisition announcements?

We track trading activity in the days preceding acquisition announcements for target firms and find that abnormally high trading volume precedes significant price movement. Using additional intraday data, we find increased active-selling in target stocks before acquisition announcements that offsets increased active-buying. This is unexpected because sellers often lose money when an acquisition is announced. After ruling out alternative explanations, we find evidence that sellers are rational investors who trade on the market’s perceived overreaction to takeover rumors. While sellers lose money when a rumor precedes an actual announcement, in most cases rumors fail to materialize into public announcements. We provide evidence that the significant pre-announcement volume we document reflects the market’s processing of highly uncertain information in takeover rumors.

Market Reactions to Merger, Acquisition, and Divestiture Announcements in the Media Industries

There has been extensive restructuring in the media industries in recent times. This article examines the effects of large media restructuring transactions on the value of firms engaging in such transactions. It considers all media restructuring transactions with a value of over $1 billion between 1997 and 2008—a time period that included 1 of the largest waves of mergers and acquisitions (M&A) activity in industrial history, and was marked in media by transformative changes in the industry due to digital technology and the loosening of ownership restrictions under the Telecommunications Act of 1996. Over that time period, 57 M&A transactions with a total value of $675 billion and 65 divestitures with a total value of $338 billion were identified. This article employs event-study methodology to calibrate the impact of these restructurings on firm value. Over time, the market was cautious about the ability of media firms to launch successful mergers or acquisitions, with losses for the media acquirers larger than those in cross-industry studies. This is even more pronounced when the acquirer is a non-media firm. Alternatively, divestitures yield positive results for both buyers and sellers. Recognizing the impact that restructuring has on firms, this work provides insights for understanding the market evaluation of future restructuring transactions.

Corporate Acquisitions, Diversification, and the Firm’s Lifecycle

Theories of corporate finance predict that young firms make acquisitions to exploit growth opportunities, while mature firms do so because they lack growth opportunities. Further, mature firms are more likely to make wealth-destroying diversifying acquisitions because of agency problems. Contrary to these theories, we find that, while across IPO cohorts young and mature firms acquire more than middle-aged firms, young and mature firms acquire for similar reasons. Firms with better growth opportunities and performance are more likely to make acquisitions irrespective of their lifecycle stage. Moreover, both young and mature firms have similar propensities to make diversifying acquisitions. The market’s reaction to acquisition announcements enables us to reject the hypothesis that managers of mature firms are more likely to make value-destroying acquisitions than managers of young firms.

CEO power, M&A decisions, and market reactions

In this study we examine the relationship between CEO power, corresponding acquisition activities and market reactions to mergers and acquisitions (M&A) announcements with a Canadian M&A dataset (1997–2005). We use CEO excess pay as a proxy for CEO power. Our empirical results show that the market reactions to M&A announcements are not related to CEO power. It implies that powerful CEOs do not necessarily make value destroying acquisitions. Our results further show that CEO power levels are significantly higher for acquiring firms compared to the CEOs of non-acquiring firms. In other words, CEOs with more relative power make more acquisitions. Such acquisitions will increase the size of the firm and will allow CEOs to demand a higher compensation level for managing larger asset pools and to derive higher performance incentives that are also generally tied to firm size.