Takeover Premiums Research Articles

Do takeover premiums hurt post-acquisition performance? – Marketing capabilities matter!

PurposeThe primary aim of this study is to resolve a longstanding debate concerning the impact of takeover premiums on post-acquisition performance. Specifically, we aim to examine how acquirers' marketing capabilities and payment methods moderate the relationship between takeover premiums and post-acquisition performance.Design/methodology/approachThis study employs linear regression to examine the relationship between acquirers' marketing capabilities, payment methods, takeover premiums and post-acquisition performance in the Chinese manufacturing industry. Data for the analysis were collected from both mergers and acquisition (M&A) announcements and the China Stock Market & Accounting Research Database (CSMAR), covering 1,169 acquisitions from 2012 to 2021.FindingsThe results indicate that acquirers' marketing capabilities moderate the impact of takeover premiums on post-acquisition performance. When acquirers possess strong marketing capabilities, takeover premiums increase post-acquisition performance. Conversely, when acquirers lack strong marketing capabilities, takeover premiums are not significantly related to post-acquisition performance. Additionally, it is noteworthy that takeover premiums show a positive correlation with post-acquisition performance, irrespective of the payment methods employed by acquirers for target firms.Originality/valueGiven that takeover premiums are essential for acquiring resources from target firms, it is crucial to maximize the value of these acquired resources. Our findings suggest that acquirers with weaker marketing capabilities before the deal should consider a more conservative approach to pricing target firms.

Delaware Reincorporation and the Double-Exit Puzzle: Evidence from Post-Initial Public Offering Acquisitions

Initial public offerings and mergers and acquisitions represent important opportunities for investors to exit and harvest their entrepreneurial success. Some firms are acquired shortly after their initial public offerings. This exit strategy is known as a double exit. In addition, issuing firms may choose to reincorporate in Delaware during their IPOs. In this study, we use hand-collected data from 1993 to 2020 to investigate whether and to what extent Delaware reincorporation may affect the M&As in the post-IPO stage. We use a Cox proportional hazard model to test the relation between Delaware reincorporation and the likelihood of being acquired for our sample IPOs. Recognizing that Delaware reincorporation is not a random decision, we adopt a Heckman switching regression method to estimate the relation between Delaware reincorporation and takeover premiums and announcement returns. We report that IPO firms choosing to reincorporate in Delaware experience a higher likelihood of being acquired compared to those IPO firms choosing to remain incorporated in their home states. We further document that IPO firms choosing to reincorporate in Delaware receive lower premiums in acquisitions, and experience lower abnormal returns on announcements.

How do cultural differences affect stock market performance after mergers and acquisitions? Empirical evidence from China

PurposeAs cross-cultural mergers and acquisitions (M&A) have learning effects on organisations, assessing their impacts on corporate performance is crucial. This study aims to explore the impact of inter-firm cultural differences on long-term post-M&A stock market performance.Design/methodology/approachThe authors select domestic M&A transactions of Chinese listed companies during 2010–2021 as the sample. Then, the authors use the partial least squares structural equation model (PLS-SEM) to construct the latent variable of cultural differences in four dimensions to explore long-term stock market performance.FindingsCultural differences first positively and then negatively impact post-M&A performance. Three transmissions mechanisms are identified: investor sentiment, takeover premiums and information disclosure quality. Further analysis reveals that acquirer stock performance improves with higher analyst coverage and non-local shareholders but worsens if there are business affiliations between the acquirer and target firms.Practical implicationsThis study can help optimise information disclosure systems in M&A transactions for regulatory authorities and aid investors’ understanding of post-M&A performance changes. Furthermore, it can improve acquirers’ understanding of the risks and opportunities in cross-cultural M&A, thereby facilitating the adaptation of management practices to the im-pacts of cultural differences.Originality/valueBy integrating the theories of resource dependence and transaction costs, this study examines the reversal effect of cultural differences between merging companies on post-M&A performance. The authors use a PLS-SEM to empirically analyse the main effects and reveal three transmission mechanisms.

Takeovers, Freezeouts, and Risk Arbitrage

This paper develops a dynamic model of tender offers in which there is trading on the target’s shares during the takeover, and bidders can freeze out target shareholders (compulsorily acquire remaining shares not tendered at the bid price), features that prevail on almost all takeovers. We show that trading allows for the entry of arbitrageurs with large blocks of shares who can hold out a freezeout—a threat that forces the bidder to offer a high preemptive bid. There is also a positive relationship between the takeover premium and arbitrageurs’ accumulation of shares before the takeover announcement, and the less liquid the target stock, the stronger this relationship is. Moreover, freezeouts eliminate the free-rider problem, but front-end loaded bids, such as two-tiered and partial offers, do not benefit bidders because arbitrageurs can undo any potential benefit and eliminate the coerciveness of these offers. Similarly, the takeover premium is also largely unrelated to the bidder’s ability to dilute the target’s shareholders after the acquisition, also due to potential arbitrage activity.

Financial resource pooling in club deals

Using a novel hand-collected dataset on leveraged buyouts, this study tests non-mutually exclusive hypotheses for club formation: collusion; financial resource pooling, either due to the riskiness of the target firm or to the fund’s investment limits; and experience. Results of the empirical analysis support the resource pooling motivation: club deals allow their members to buy larger targets and to reduce their equity commitment compared to solo deals. As the amount of equity they should commit to a deal increases, private equity buyers’ preference for club deals becomes stronger. Evidence also demonstrates that club deals do not harm competition, in that they are associated with a higher level of competition occurring in the private phase of deal negotiations. Targets’ stock price reactions around the acquisition announcements and takeover premiums are similar in solo deals and club deals. Finally, club deals are more likely created when private equity funds are less experienced.

Acquirers’ political connections and bargaining outcomes in corporate takeover negotiations: Evidence from antitrust reviews

We examine how acquirers’ political connections affect takeover bargaining that involves significant regulatory uncertainties, when the target’s options of putting itself to another bidder are restricted. Opposite to prior takeover theories, we show that a politically connected acquirer pays a lower (rather than higher) takeover premium to and shares a smaller portion of the takeover gains with the target in the context of antitrust reviews, consistent with a bargaining benefit for the connected acquirer. Corroborating this bargaining argument, we find that the results are more pronounced in situations where: (1) the antitrust concerns are more severe; (2) the targets have fewer outside options other than the connected acquirers; and (3) the acquirers’ political connections are more valuable. Our results highlight the value of political connections to shareholders in takeovers, affecting not only the likelihood of completion but also the bargaining outcomes of the deal under the shadow of costly regulation.

An Analysis of Endowment and Its Applications in Behavioral Economics

The endowment effect has many applications in behavioral economics and consumer psychology. This research demonstrates the association between the endowment, used car pricing, and takeover premiums based on existing literature and statistical data. This can help the used car companies managers set an operable price for the buyers to improve turnover. At the same time, the article also discusses the application of the endowment effect in employee management. The result shows that the endowment effect means that when people own an item, regardless of its market value, they always overestimate its value. The sellers pricing in the used car market is influenced by the endowment effect, resulting in a higher price than the reference point (a neutral reference price formed by time of use, mileage, and original price). Endowment effects in M&A (mergers and acquisitions) behavior have a significant positive explanatory effect on M&A premiums. In addition, companies can also use the endowment effect appropriately when managing employees to increase employee loyalty.

Interstate migration‐based social networks and M&A decisions

AbstractAcquisition decisions and outcomes are found to be associated with the availability of interstate migration‐based social networks. The likelihood of bidders pursuing targets headquartered in migration sending states increases with these social networks’ size, in particular when (a) targets are in the same industry, (b) migration networks span distant states, and (c) targets are small. We also find smaller takeover premia and higher acquirer announcement returns in interstate transactions involving large migration networks. Our collective evidence is consistent with the notion that both enhanced expected synergies and information advantages may drive acquirers’ propensity to choose targets from migration sending states.

RETRACTED: Rising board gender diversity and incentives of female directors

As board gender diversity rises, it is important to understand the motivations of female independent directors. Focusing on the primary profession of female directors, we distinguish between promotion incentives of those who are senior executives of other firms (CorpFemales) and service/fee incentives of non-executive directors (OtherFemales). We find that OtherFemales hold more directorships and are more likely to miss board meetings. CorpFemales are more likely to serve on audit committees, which likely improves the reporting quality. CorpFemales, as opposed to OtherFemales exhibit higher M&A announcement returns and pay lower takeover premiums, especially when the choice of payment for acquisitions is equity.

Assimilation Effects in Financial Markets

AbstractAn assimilation bias occurs when people’s evaluative judgment is positively influenced by a previously observed signal. We study this effect by examining investors’ appraisal of M&A deals announced 1 day after other firms in the same 1-digit SIC as the merging parties release earnings surprises. Consistent with assimilation effects, acquirers’ M&A announcement stock return initially correlates with the previous day’s earnings surprises. This effect reverses after 1 week. Assimilation generates other distortions as more positive surprises are related to increases in bid competition, takeover premiums, and withdrawn M&As. Evidence from IPOs corroborates the presence of assimilation effects in financial markets.

Revisiting the takeover efficiency argument and the role of the board

ABSTRACT Despite the synergistic objective of takeovers, shareholders of acquiring companies can experience loss or limited gains when acquisitions are concluded with high takeover premiums. This article argues that, since takeover premiums are determined by acquiring management boards, and losses to shareholders are unlikely to be remedied via breach of directors’ duty, it is desirable to challenge the discretionary role of managements. It suggests that managements should declare their acquisition objective, to enable shareholders to manage their expectations. If managerial objective is to obtain synergistic gains, they should be required to demonstrate the extent to which takeover premiums that are beyond certain premium threshold would yield synergistic gains, to obtain shareholder approval. Alternatively, if their immediate acquisition objective is to obtain the benefits of controlling the target company, then the need for shareholder approval can be dispensed with, as long as the premium paid matches the assets of the target company.

Is the effect of shared auditors driven by shared audit partners? The case of M&As

Recent research suggests that shared auditors impact firm outcomes by facilitating information flows across clients and increasing financial statement comparability. This study argues that since client specific knowledge resides with audit partners the effects of shared auditors on corporate outcomes is primarily driven by client engagements with shared audit partners. We test this argument using Australian merger and acquisitions, where there is a longstanding requirement for the disclosure of audit partner details. We find: (i) a positive association between shared audit partners and the likelihood of a friendly acquisition, (ii) a negative association between shared audit partners and takeover premiums, and (iii) a positive (negative) association between shared audit partners and acquirer (target) and total cumulative abnormal returns. We also document that the significant effect of shared auditors is restricted to takeovers with shared audit partners.

Non‐executive directorship importance and takeover hostility: Australian evidence

AbstractThis study investigates the importance of the target firm directorship to target firm non‐executive directors during takeovers. Using Australian data and a size‐based measure of directorship importance, we find a positive association between takeover hostility and directorship importance after controlling for takeover premiums and target firm size. Further analysis reveals that directorship importance leads to a greater likelihood of offer price revisions following initial rejection of a takeover bid, but not the likelihood of bid success. Our findings are consistent with target firm non‐executive directors exhibiting self‐serving behaviour at directorships which they consider more important to their reputation.

Pre-deal differences in corporate social responsibility and acquisition performance

Drawing on the portability theory, we examine how the pre-deal gap in corporate social responsibility (CSR) between the bidder and target affects announcement returns in the international takeover market. We find that the higher the bidder's CSR scores relative to the target's, the higher is the synergy captured by combined cumulative abnormal returns of bidders and targets. It supports our hypothesis that synergistic gains are higher when the ex-ante bidder-target CSR gap is positive. The results also show that the synergy effect of CSR is not shared between bidder and target firms; thereby, bidders earn abnormal returns while targets lose. We further document that the acquirers with higher CSR practices before the acquisition are more likely to engage in related and non-cash-financed deals, and capital markets reward these acquisition choices. Finally, the results show that a positive CSR gap reduces the takeover premium and the time taken to complete the deal. Overall, the results suggest a positive valuation for the shareholders of the combined firm resulting from the portability of higher CSR practices from bidders to targets. Our results are subject to a battery of robustness tests, including alternative measures of combined returns and CSR, and tests for endogeneity.

How IPO firms' product innovation strategy affects the likelihood of post-IPO acquisitions?

This study investigates why newly listed firms become M&A targets shortly after their initial public offering (IPOs) from the perspective of product innovation. We find strong empirical evidence that IPOs with less established trademarks increase the likelihood of becoming IPO targets. We also find that the negative relation between established trademarks and the likelihood of becoming IPO targets is more pronounced in highly competitive industries and is primarily driven by the M&A supply side. IPOs with more established trademarks can fend themselves against the product market race as independent firms. They can meanwhile realize superior post-IPO financial as well as innovation performance. To acquire such firms, acquirers need to offer substantially higher takeover premiums. However, some empirical evidence suggests that less product innovation-intensive IPOs tend to deliberately seek potential acquirers to support their product market competing position and therefore are more likely to initiate an M&A deal shortly after going public.

Blood in the water: The value of antitakeover provisions during market shocks

During market-wide shocks that cause large drops in stock prices, firms with more state-endorsed antitakeover provisions (ATPs) experience smaller declines in value. Two channels appear to drive this finding. First, by giving boards more bargaining power to fight opportunistic bids, firms with more ATPs extract higher takeover premiums during market shocks. Second, having more ATPs attenuates the effect of market shocks on firm value by protecting relationship-specific investments with stakeholders from disruptive takeovers. Our results suggest that ATPs benefit shareholders during market shocks when firm values are abnormally low and represent one advantage of incorporating in states with more ATPs.

A new method for measuring CEO overconfidence: Evidence from acquisitions

This study proposes a new direct method of measuring managerial overconfidence using an acquisition setting. CEOs with significantly higher synergies forecast error (SFE), measured as the deviation between acquisition forecasted operating synergies and actual realized operating synergies, are more likely to exhibit traits of overconfidence. In support of this view, we find that synergies forecast error is positively related to takeover premium and negatively related to acquirer returns. Additionally, validation tests confirm that high SFE firms conduct more diversifying acquisitions. Reflecting, as well, the ex-ante power of the overconfidence measure in other settings, high SFE firms have a positive relation with capital expenditures, leverage, and innovation, and negative relation with equity issues.

Does target firm insider trading signal the target's synergy potential in mergers and acquisitions?

We find that the acquirer's (1) abnormal returns at merger and acquisition (M&A) announcements and (2) long-term abnormal returns after acquisitions increase with target firm insiders’ net purchase ratios. Further, acquisition synergies, measured as the (1) acquirer-target combined cumulative abnormal returns at M&A announcements and (2) changes in three-year operating performance after acquisitions, increase with target insider net purchase ratios. Notwithstanding, targets with higher insider net purchase ratios receive higher takeover premiums. Overall, our findings suggest that, even under the SEC's “short-swing rule,” target insider trading prior to the M&A announcement serves as a credible signal for acquisition outcomes.

Political ideology in M&A

AbstractWe study the effect of shared political identity between acquirers and targets on merger outcomes. In a sample of public US mergers, we find that targets are more likely to merge with firms of similar political orientation. We document that acquirers in politically matched mergers experience significantly worse cumulative abnormal returns around the merger announcement, compared to their non‐politically matched counterparts. Acquirers in those mergers pay lower takeover premiums, experience worse post‐merger operating performance, retain more from the target management, and receive larger bonuses. Our results indicate that politically matched mergers create less value to shareholders.

Influence of factors on the activity of financial and strategic buyers in leveraged buyouts

Subject. This article examines the influence of factors on the activity of financial investors and strategic buyers in leveraged buyout transactions. Objectives. The article aims to clarify the dependence of the behavior of financial investors and strategic buyers on changes in various market conditions. Methods. For the study, I used a correlation analysis, logistic regression, comparison, and the abstract-logical and monographic methods. Results. The article identifies and describes differences in the behavior of the main types of buyers of debt financing transactions. Based on an analysis of leveraged buyout transactions in the euro area between 2002 and 2020, the article assesses the dependence of the relative contribution of financial investors and strategic buyers to the overall flow of transactions on the terms of debt and equity markets. Transaction-level analysis shows that differences in the behavior of financial investors and strategic buyers are due to differences in their propensity to make transactions in different market conditions and differences in adjustments to the volume of transactions they make, but are independent of the takeover premium they pay. Relevance. The results of the study contribute to a better understanding of the behavior of each type of buyout buyer, depending on changing market conditions.