Bid Premium Research Articles

Corporate social responsibility and the choice of payment method in mergers and acquisitions

This study examines the relationship between corporate social responsibility (CSR) and the choice of payment method in mergers and acquisitions (M&As). We find that acquiring firms' CSR is positively related to cash payments but negatively related to stock payments for acquisition deals, particularly for poorly governed firms with excessive CSR. Further analysis indicates that cash payments are positively related to acquisition bid premiums and reduce the likelihood of bid failure, but this payment method adversely affects shareholder wealth of poorly governed high-CSR acquiring firms. Our evidence suggests that managerial agency-motivated CSR is a determinant of the payment method in M&As that has important implication for acquirer shareholder value.

Acquisitions and social capital

AbstractWe examine the association between the social capital—social norms that encourage altruism and discourage opportunism—in the state of the firm's headquarters and the acquisitions it makes. We find that the cumulative abnormal return around an acquisition announcement is high when an acquirer is headquartered in a high social capital state in the United States. This effect is robust and incremental to the effect of a firm's corporate social responsibility (CSR) ratings and economically comparable to the effect of corporate governance. The effect of social capital is stronger for firms that have lower CSR ratings, which indicates social capital may act as a substitute for CSR. An additional analysis shows that social capital's effect is stronger in a subsample of firms with weak corporate governance. Acquirers from states with high social capital also demonstrate less hubris in acquiring targets than those from states with low social capital as the evidence of lower bid premiums indicates. Overall, our results show that the social norms that social capital measures mitigate potential agency problems in acquisitions by inducing managers to honor their obligations to shareholders.

Improvement in sustainability: Evidence from the mergers and acquisitions market

One approach to improve a firm’s Environmental, Social, and Governance (ESG) rating is to acquire a target with a higher relative ESG rating. We explore changes in an acquirer’s ESG rating around merger and acquisition (M&A) announcements and provide empirical evidence of a positive relationship between the change in an acquirer’s ESG rating and the target’s relative ESG rating. Of the three components of an ESG rating, an acquirer’s environmental rating displays the largest increase, with social and governance ratings exhibiting a smaller but still significant post-merger increase. This relationship is weaker for cross-border deals or cross-industry deals. However, deals that are both cross-border and same-industry are associated with a larger increase in an acquirer’s ESG rating. In addition to improved ESG ratings, the acquisition of a firm with a superior ESG rating is also associated with higher bid premiums and improved post-merger financial performance which suggests that acquirers act in shareholders’ best interests. JEL Classification: G14, G34

Shareholder voting on golden parachutes: Effective governance or too little too late?

AbstractThe Dodd–Fank Act mandated shareholder votes on executive's change‐in‐control (golden parachute) payments at the time the firm is sold. We study bid premiums surrounding the introduction of the vote and find that they are lower in the post‐period. Moreover, there is a positive association between the relative size of parachute payments and premiums, particularly after the parachute vote was required. In contrast, we observe no association between premiums and parachute features questioned by many shareholders. Additionally, we find lower voting support for parachutes with features that are (i) of concern to shareholders, (ii) amended in the lead‐up to the vote and (iii) identified as problematic in proxy advisor analyst reports. However, we find little evidence that directors overseeing payments with opposition from shareholders or a leading proxy advisor are penalized with lost board seats, fewer key board committee memberships or increased shareholder opposition in subsequent director elections at other firms. Overall, our findings suggest that the parachute vote requirement is too little too late.

Does investor sentiment impact premiums in M&A transactions?

This paper examines the impact of investor sentiment on merger outcomes, in particular on bid premiums. Using international data from 54 countries between 2000 and 2021, our results show that investor sentiment has a positive effect on bid premiums. Our findings also suggest that the association between investor sentiment and bid premiums is more pronounced in countries culturally prone to herd-like behavior and overreaction. However, this effect is reduced both in countries with highly efficient institutions and in serial deals. Our results are robust to several checks.

The joint determination of the payment method and the bid premium in M&As: What is the role of firm opacity?

AbstractThis paper investigates how private information affects the joint determination of the payment method and the bid premium in M&As. The focus is on the uncertainty of the stand‐alone valuations of the firms involved in the transaction induced by their opacity. First, we model M&A negotiations as a signalling game with two‐sided private information and derive correlations between firm opacity and bid characteristics from equilibrium analysis. Then, we analyze a sample of U.S. deals, using an index based on market measures of adverse selection to quantify firm opacity. We find that the likelihood of stock offers and the bid premium increase with the target's opacity, while more opaque bidders are associated with fewer stock offers and smaller bid premiums.

Stock Price Crash Risk and the Market for Corporate Control

AbstractRecent studies suggest that greater exposure to the market for corporate control matters for managers and shareholders since it affects firms’ ex‐post risk of experiencing a stock price crash. The findings though question the direction of the effect. In contrast, in this study, we are the first to examine the effects of firms’ ex‐ante risk of experiencing a stock price crash, a likely antecedent of which is managers’ concealment of news on aspects of the market for corporate control. We find that higher crash risk leads to greater takeover target likelihood. This relationship, which is robust to duly circumventing reverse causality, depends to a significant extent on inferior managerial quality and greater managerial discretion around financial accruals, affording richer insight into the notion that correction of managerial behaviour is a stimulus for the market for corporate control, but one that depends on the likely extent of managers’ concealment of news. We also concurrently find that actual takeover targets with higher crash risk generate a lower bid premium and receive more payment with stock. Overall, our findings strongly suggest that decision‐making in the market for corporate control is at least partially explained by incentives linked to opportunistic prices and takeovers of lemons.

The role of networks in international acquisition premiums

Our work builds on network theory to investigate the role of alliance networks in international acquisition premiums. On the one hand, we postulate that an international acquirer’s network centrality in the target country lowers the inclination of offering higher bid premiums associated with its liability of foreignness (i.e., negatively moderates the relation between foreignness and premiums). On the other hand, we provide a perspective that a target firm’s local network centrality increases an international acquirer’s willingness to pay higher premiums in order to gain access to unique and valuable local knowledge and resources (i.e., positively moderates the relationship between foreignness and premiums). To test our hypotheses, we analyzed a sample of 1693 related acquisition bids made in more than 40 countries between 2008 and 2017. Our findings support our dual perspective on the role of networks and demonstrate that the acquirer's networks and the target's networks have distinct influences on the relationship between foreignness and bid premiums. This study makes contributions to the understanding of the complex dynamics at play in international M&As and emphasizes the importance of distinguishing between the acquirer’s and the target’s networks in shaping acquisition premiums.

What protects me also makes me behave: The role of directors' and officers' liability insurance on empire-building managers in China

In this paper, we examine the monitoring effect of Directors' and Officers' liability insurance (D&O insurance) on firms' acquisitions in China. We find that firms with managers covered by D&O insurance are less likely to undertake acquisitions and if they do, their acquisitions are associated with smaller bid premium of the acquired targets, higher stock returns upon acquisition announcements, and better operating performance post-acquisition. The deterrence of D&O insurance on acquisition is more pronounced when the insurance providers are more active and when managerial moral hazard is more likely to exist. Further findings suggest that D&O insurance diminishes the effect of CEO's overconfidence and risk-seeking behaviors on their acquisition decisions. Overall, our study suggests that D&O insurance can play an effective monitoring role that deters empire-building acquisitions.

The sustainable development trend in environmental, social, and governance issues and stakeholder engagement: Evidence from mergers and acquisitions in China

AbstractThis study investigates how potential target firms' environmental, social, and governance (ESG) performance affects bid premiums during the merger and acquisition (M&A) process. Using a sample of 5658 M&A deals between 2009 to 2020, we provide new evidence that target firms' ESG rating is positively correlated to bid price, particularly when the target firm scores highly on their singular environmental and governance ratings, whereas the targets with high single social ratings alone are not correlated to bid price. Our results also implied that when the target has lower environmental and governance performance, M&A deals are less likely to face bid premiums. We additionally find that the target firms of non‐state‐owned enterprises (non‐SOEs) are more likely to have a higher bid price as opposed to state‐owned enterprises' (SOEs) target firms. Additionally, we find that targets' ESG rating is positively correlated to target shareholder value creation, as well as being positively correlated to short bid deal negotiation times. Overall, our findings are in line with target‐resistance theory, which states that high ESG performance targets can use their ESG advantages to increase their bid price, as well as increase stakeholder engagement and generation of post‐M&A synergy.

A case and framework for expanding the use of model‐free evidence

A case and framework for expanding the use of model‐free evidence

Mergers and Acquisitions Across Cultures

We examine the effect of acquirer country culture on the cross-cultural (as opposed to cross-border) acquisition decision, the influence of social integration on this cross-cultural decision and the effect of the acquirer’s culture on bid premium and probability of deal completion. We classify acquirer and target countries into GLOBE culture clusters. Sedulity-oriented and tradition-oriented cultures are less likely to acquire outside their home culture cluster, and greater social integration between acquirer and target countries mitigates this reluctance. Sedulity (tradition) oriented cultures pay lower (higher) bid premiums in cross-cultural transactions and are more (less) likely to complete them.JEL Classification: G34, M14, Z1

Bid premiums and cumulative abnormal returns: An empirical investigation on the consequences of the Covid-19 pandemic

Economic conditions within the market affect the likelihood of performing a business combination between firms. Indeed, the level of uncertainty during period of crisis plays a relevant role in M&A transactions. This paper is one of the first attempts to investigate the relationship between health crisis and business combinations. The findings show that while the bid premiums computed using the target’s share price thirty days before the transaction announcement increase for M&A operations performed during health crises, the cumulative abnormal returns decrease.

The evolution of bidder gains and acquisition discounts in M&A

While the gains to acquirers in public mergers and aquisitions (M&A) tend to be small or non-existent, acquirers of unlisted targets have been a notable, robust exception. Prior studies often point to an illiquidity discount as the reason why these non-public targets are good deals for acquirers. This paper examines acquirer wealth gains and bid premia in M&A involving unlisted/listed firms over the past three decades. Our findings show that, while target listing status was a significant determinant of acquirer wealth gains and bid premium in early years, it no longer has significant shareholder wealth implications for either acquirers or targets in M&A. These results are consistent with recent studies that suggest a changing landscape in the public funding markets and an increased availability of alternative funding sources for unlisted firms.

Powerful bidders and value creation in M&As

This paper explores the role of bargaining ability in corporate mergers and acquisitions (M&As) by focusing on acquiring firms with ex-ante market power—powerful bidders. Drawing from a bargaining power theoretical stance, we argue that powerful bidders create value from M&A activity by paying comparatively lower premiums. We test our empirical proposition using a sample of 9327 M&A deals announced between 2004 and 2016 by bidders across 30 countries. Contrary to the stylized fact that bidders do not gain from M&A activity, we uncover evidence suggesting that powerful bidders pay lower bid premiums and, consequently, earn positive (and relatively higher) cumulative announcement returns (CARs) from M&A deals. On average, the mean returns to powerful bidders (1.3%) are at least twice those of their less powerful counterparts (0.6%). We identify “low financial constraints” as a potential channel through which higher bidder power translates to improved deal performance. Overall, our results provide new evidence on how industry dynamics, notably bargaining power, influences M&A outcomes.

The Influence of Nation-Level Institutions on Acquisition Premiums: A Cross-Country Comparative Study

We build on neo-institutional theory to examine the manner in which nation-level institutions systematically affect domestic acquisitions—that is, acquisitions involving acquirers and targets from the same country. Specifically, we study in what way premiums are influenced through a set of cognitive, normative, and regulatory forces. In terms of cognitive pressures, we theorize that prior premium decisions of industry peers in the same country influence focal acquisition premiums, since prior premium decisions serve as reference frames for firms. In addition, we posit that normative forces in the form of the national cultural values of uncertainty avoidance, future orientation, and in-group collectivism affect bid premiums, as these factors influence the manner in which firms deal with the uncertainty, payoff time, and merger of groups inherent to acquisitions. Furthermore, we propose that a country’s regulatory pressures through its disclosure requirements influence premiums, since they reduce information asymmetries and affect a firm’s confidence in assessing its potential gains from acquisitions. Using a sample of domestic acquisitions, we find support for several of the hypotheses. Our work offers a cross-country comparative study of how nation-level institutions affect domestic bid premiums and makes theoretical contributions to acquisition premium research and institutional theory.

Make a promise: the valuation adjustment mechanism in Chinese private target acquisitions

The valuation adjustment mechanism (VAM) is a contingent-payment contractual arrangement used in the Chinese mergers and acquisitions (M&As) market. The ‘two-direction payment’ design of Chinese VAMs can reduce deal uncertainty and generate value, especially for poorly performing companies that can use VAM contracts to boost short-term performance. I find in this empirical investigation that acquirers applying VAM terms have significantly higher market returns after addressing endogeneity. I also document that poorly performing bidders sign larger VAM contracts, pay higher bid premiums and achieve higher operating performance, and which types of firms are more likely to adopt a VAM in transactions.

Irrevocable commitments and tender offer outcomes

AbstractIrrevocable commitments (ICs) are undertakings by target‐firm blockholders to accept an upcoming takeover bid before its announcement. Using a novel manually collected dataset, we develop three new hypotheses and explore one existing hypothesis to explain the use of ICs: (1) trade‐off between speed and price, (2) trade‐off between completion probability and price, (3) differences in bargaining power, and (4) blockholder certification. Transactions with more than 20% of shares irrevocably committed have a 7%–16% higher probability of tender offer completion and 8–10 days shorter bid duration. A transaction with an average‐sized IC is associated with a 2.9 percentage points lower four‐week bid premium than a transaction with no IC. Overall, the results appear most consistent with the hypothesis on completion probability versus price. The results also offer partial evidence in favor of the certification hypothesis.

The Real Merger Gains: Correcting for Partial Anticipation

Assuming mergers are unpredictable, previous studies find they create no value for acquirers, while targets gain a hefty bid premium. This paper proposes a new approach to account for partial anticipation, which allows the parameters of the asset pricing model to change in response to anticipation signals. I find that pre-offer alphas capture signals, and so should be part of merger gains. Using matched-control samples, I rule out that marketwide movements and firms’ ability to time takeovers may drive these findings. Overall, the gains are larger than a traditional market model indicates, and mergers create substantial value for both firms.

Political corruption and mergers and acquisitions

This research examines the relation between political corruption and mergers and acquisitions (M&As). We find that local corruption increases firm acquisitiveness but decreases firm targetiveness. The levels of corruption in acquirer areas relate positively to the bid premiums and negatively to the likelihood of deal completion. Corruption motivates acquiring firms to use excess cash for payment, which mitigates the negative effect of corruption on acquirer shareholder value. The evidence indicates that acquisitions help acquiring firms convert cash into hard-to-extract assets and relocate assets from the high to low corruption areas, thereby shielding their liquid assets from expropriation by local officials.