Target Valuation Research Articles

What Motivates Minority Acquisitions? The Trade-Offs between a Partial Equity Stake and Complete Integration

Minority acquisitions, involving less than 50% of the target, represent a distinct organizational choice. Minority acquisition can mitigate some of the incentive problems that arise in contractual relationships. Less is known, however, about the trade-off between minority acquisitions and complete integration. We find that minority acquisitions are more common when keeping target managerial incentives intact is important and when the target is financially constrained or can benefit from certification. Minority acquisitions are also more likely when the target's valuation is especially uncertain; integrating internal capital markets will be costly; and consolidating earning will lower earnings per share (EPS). The Author 2012. Published by Oxford University Press on behalf of The Society for Financial Studies. All rights reserved. For Permissions, please e-mail: journals.permissions@oup.com., Oxford University Press.

How does information asymmetry affect the division of gains in mergers?

Purpose – The purpose of this paper is to analyze the implications of the target valuation uncertainty on the wealth distribution between the target and acquirer firms in successful mergers. The paper specifically analyzes the division of the total dollar gains between the two parties and also whether the target and/or the acquirer experience a positive/negative gain in mergers when valuation of the target company is more uncertain.Design/methodology/approach – The analyses contrast the implications of the uncertainty in three well‐known merger hypotheses; the market‐for‐corporate‐control, hubris and synergy.Findings – The results are supportive of the implications of the synergy hypothesis. As target valuation uncertainty decreases, it is more likely that both parties experience positive gains from the transaction although more of the gains from the merger significantly shift towards the target company.Originality/value – Results suggest that both parties are bargaining on the synergy gains and the targe...

Modelling ‘contracts’ between a terrorist group and a government in a sequential game

In this paper, we apply a sequential game to study the possibility of ‘contracts’ (or at least mutually beneficial arrangements) between a government and a terrorist group. We find equilibrium solutions for complete and incomplete information models, where the government defends and/or provides positive rent, and the terrorist group attacks. We also study the sensitivities of equilibria as a function of both players’ target valuations and preferences for rent. The contract option, if successful, may achieve (partial) attack deterrence, and significantly increase the payoffs not only for the government, but also for some types of terrorist groups. Our work thus provides some novel insights in combating terrorism.

The Interdependence Between Homeland Security Efforts of a State and a Terrorist’s Choice of Attack

Consider a state that chooses security levels at two sites (Targets A and B), after which a terrorist chooses which site to attack (and potentially a scope of attack). The state values A more highly. If the state knows which target the terrorist values more highly, he will choose a higher level of security at this site. Under complete information, if the terrorist’s only choice is which site to attack, the state will set security levels for which the terrorist prefers to attack A over B if and only if the ratio of the value of B to the value of A is greater for the state than for the terrorist. When the state has incomplete information on the terrorist’s target values, the optimal security levels may be such that: a target is completely undefended (but attacked with positive probability); the probability of attack is greater at A than at B; and the expected damage from an attack is greater at A than at B. In total, the results reveal that the state’s choice of security is heavily influenced by the terrorist’s target valuations.

Capital Gains Taxation and the Cost of Capital: Evidence from Unanticipated Cross-Border Transfers of Tax Bases

In a cross-border takeover, the tax base associated with future capital gains is transferred from target shareholders to acquirer shareholders. Cross-country differences in capital gains tax rates enable us to estimate the discount in target valuation on account of future capital gains. The estimation suggests that a one percentage point increase in the capital gains tax rate reduces the value of equity by 0.225. The implied average effective tax rate on capital gains is 7% and it raises the cost of capital by 5.3% of its no-tax level. This indicates that capital gains taxation is a significant cost to firms when issuing new equity.

Do Stock Analysts Influence Merger Completion? An Examination of Post-Merger Announcement Recommendations

This paper investigates the effects of analyst recommendations issued after a merger announcement on deal completion. We find the probability of completion increases (decreases) with the favorability of acquirer (target) recommendations. Results from instrumental variables tests support causality running from recommendations to merger outcomes. Additional tests suggest that these relations are driven by target shareholders reassessing the merger offer in response to movements in acquirer and target valuations. We also find that favorably-recommended firms in a proposed merger underperform following deal resolution, suggesting that investors overreact to post-merger announcement recommendations.

Divergence of Investor Opinion, Target Valuation and Merger Gain

Divergence of Investor Opinion, Target Valuation and Merger Gain

Application of the WFD cost proportionality principle to diffuse pollution mitigation: A case study for Scottish Lochs

The Water Framework Directive (WFD) aims to deliver good ecological status (GES) for Europe's waters. It prescribes the use of economic principles, such as derogation from GES on grounds of disproportionate costs of mitigation. This paper proposes an application of the proportionality principle to mitigation of phosphorus (P) pollution of 544 Scottish lochs at national and local water body scales. P loading estimates were derived from a national diffuse pollution screening tool. For 293 of these lochs (31% of the loch area), GES already occurred. Mitigation cost-effectiveness was assessed using combined mitigation cost curves for managed grassland, rough grazing, arable land, sewage and septic tank sources. These provided sufficient mitigation (92% of national P load) for GES to be achieved on another 31% of loch area at annualised cost of £2.09 m/y. Mitigation of the residual P loading preventing other lochs achieving GES was considered by using a "mop-up" cost of £200/kg P (assumed cost effectiveness of removal of P directly from lochs), leading to a total cost of £189 m/y. Lochs were ranked by mitigation costs per loch area to give a national scale marginal mitigation cost curve. A published choice experiment valuation of WFD targets for Scottish lochs was used to estimate marginal benefits at national scale and combined with the marginal cost curve. This gave proportionate costs of £5.7 m/y leading to GES in 72% of loch area. Using national mean marginal benefits with a scheme to estimate changes in individual loch value with P loading gave proportionate costs of £25.6 m/y leading to GES in 77% of loch area (491 lochs).

Robust Allocation of a Defensive Budget Considering an Attacker's Private Information

Attackers' private information is one of the main issues in defensive resource allocation games in homeland security. The outcome of a defense resource allocation decision critically depends on the accuracy of estimations about the attacker's attributes. However, terrorists' goals may be unknown to the defender, necessitating robust decisions by the defender. This article develops a robust-optimization game-theoretical model for identifying optimal defense resource allocation strategies for a rational defender facing a strategic attacker while the attacker's valuation of targets, being the most critical attribute of the attacker, is unknown but belongs to bounded distribution-free intervals. To our best knowledge, no previous research has applied robust optimization in homeland security resource allocation when uncertainty is defined in bounded distribution-free intervals. The key features of our model include (1) modeling uncertainty in attackers' attributes, where uncertainty is characterized by bounded intervals; (2) finding the robust-optimization equilibrium for the defender using concepts dealing with budget of uncertainty and price of robustness; and (3) applying the proposed model to real data.

Common Advisors in Mergers and Acquisitions: Determinants and Consequences

This paper examines the determinants of merging firms’ choice of a common or separate M&A advisor, and the consequences of this choice on several deal outcomes. We analyze a large sample of acquisitions and account for the endogenous choice of common or separate advisors. We find that common advisors are generally chosen in economically sensible ways. After controlling for other variables, deals with common advisors take longer to complete and provide lower premiums to targets. We also find some evidence of lower target valuations and higher bidder returns in such deals. While there is no significant difference in overall quality between deals with and deals without common advisors, our evidence that deals with common advisors turn out to be somewhat better for acquirers than for targets favors the conflict of interest hypothesis over the deal improvement hypothesis about the role of common advisors. We find no evidence that merging firms avoided sharing advisors during the 1980s, but strong and growing evidence of such avoidance over the following two decades.

Bidders’ strategic timing of acquisition announcements and the effects of payment method on target returns and competing bids

Using a sample of acquisition announcements released during trading versus nontrading hours, this study examines how the strategic timing of acquisition announcements determines the impact of the method of payment on target stock returns and competition among bidders. For overnight acquisition announcements, we find that cash payment offers positively and significantly affect acquisition premiums and target returns, yet these results do not hold for daytime announcements. Cash payment offers made during nontrading hours are more likely to deter potential bidders and complete proposed transactions. However, we find no such relationship for daytime announcements. These findings suggest that the timing of acquisition announcements by bidders is important for assessing the effects of payment method as a signal of target valuation and a preemption of competing bids.

Bidder and target valuation and method of payment of M&As in Japan: Evidence against the misvaluation-driven transactions

We analyze 377 takeovers that occurred in Japan between 2000 and 2007. Our focus is on the choice of payment method between cash and shares, the bidding premium, the market valuation of a bidder and a target, and the share price reaction. We relate the findings to the two complimentary theories of takeover motives; the Q-theory and the misevaluation theory. We have found that in Japan cash offers tend to occur when an acquirer and a target are highly valued on B/P basis, and when target’s size in terms of market cap. is larger relative to bidder’s size. The bidding premium tends to be higher when a bidder’s valuation is higher, when a target’s valuation is lower, and when target’s market cap. is smaller relative to bidder’s market cap. The choice of payment method (cash or stock) does not affect the bidding premium. Buyer’s CARs are higher when target’s market cap. is larger relative to bidder’s market cap. Target’s CARs are higher when a bidder’s valuation is higher, when a target’s valuation is lower, and when cash is used to pay for a takeover. Japanese takeover market was very small before the late 1990s and then quickly expanded in the 21st century, so that we are among the first to explore it. Our findings under the recent merger wave in Japan are in contrast with Dong et al. (2006), and are consistent with the Q-theory. We believe that the Japanese management has so far conducted a takeover based on managerial and strategic objectives. Our results also provide an explanation for the finding of Kang et al. (2000) and others who report that that on average a takeover announcement in Japan is greeted with positive share price reaction of both a bidder and a target.

Signaling and Value Creation in Mergers

I analyze the acquirers in both withdrawn and completed merger deals to disentangle the effects of signaling from those of target valuation and expected synergies. Completed stock (cash) acquirers earn 14 percent (10 percent) more than their withdrawn counterparts over the six months following initial announcement. However, if an announced stock merger later falls through, the acquirer suffers a negative revaluation due to the initial signal released, and the negative return is not reversed upon deal withdrawal. These results suggest that the initial negative stock price reaction in stock mergers is due to a signaling effect, but that the mergers themselves are positive NPV investments for the acquirers’ shareholders. Analysis of the acquirers’ financial positions also supports the signaling interpretation. Within stock deals, acquirers with more cash and less leverage – those that are least likely to need equity financing – have the lowest announcement returns.

Modeling secrecy and deception in a multiple-period attacker–defender signaling game

In this paper, we apply game theory to model strategies of secrecy and deception in a multiple-period attacker–defender resource-allocation and signaling game with incomplete information. At each period, we allow one of the three possible types of defender signals—truthful disclosure, secrecy, and deception. We also allow two types of information updating—the attacker updates his knowledge about the defender type after observing the defender’s signals, and also after observing the result of a contest (if one occurs in any given time period). Our multiple-period model provides insights into the balance between capital and expense for defensive investments (and the effects of defender private information, such as defense effectiveness, target valuations, and costs), and also shows that defenders can achieve more cost-effective security through secrecy and deception (possibly lasting more than one period), in a multiple-period game. This paper helps to fill a significant gap in the literature. In particular, to our knowledge, no past work has studied defender secrecy and deception in a multiple-period game. Moreover, we believe that the solution approach developed and applied in this paper would prove useful in other types of multiple-period games.

Do Stock Analysts Influence Merger Completion? An Examination of Postmerger Announcement Recommendations

This paper investigates the effects of analyst recommendations issued after a merger announcement on deal completion. We find the probability of completion increases (decreases) with the favorability of acquirer (target) recommendations. Results from instrumental variables tests support causality running from recommendations to merger outcomes. Additional tests suggest that these relations are driven by target shareholders reassessing the merger offer in response to movements in acquirer and target valuations. We also find that favorably recommended firms in a proposed merger underperform following deal resolution, suggesting that investors overreact to postmerger announcement recommendations. This paper was accepted by Wei Jiang, finance.

Prior Target Valuations and Acquirer Returns: Risk or Perception?

In a large sample of public-public acquisitions, target valuation changes between their 52-week highs and just prior to the acquisition announcements are positively related to acquirer announcement returns. I contend that prior target valuation changes are measures of target valuation uncertainty. Risk-averse acquirer managers likely require compensation when their firms take on valuation risk through the acquisition of hard-to-value targets. Diversified shareholders of public targets have little incentive to provide such compensation through lower acquisition prices because they do not benefit from offloading idiosyncratic risk. Without compensation for the acquirer in the form of lower acquisition prices, acquirer managers need to be motivated by other, likely private, benefits to undertake acquisitions of targets with uncertain valuations. In a competitive takeover market, the costs of the acquirer managers’ private benefits can only be borne by the acquiring firm. Therefore, the more uncertain a target’s valuation, the lower is the acquirer’s announcement return. I use various proxies for target valuation uncertainty and find that higher target valuation uncertainty is significantly related to lower acquirer announcement returns. As predicted, acquirer governance variables are related to this effect. Further, the target valuation uncertainty proxies have significant negative correlations with the prior target valuation changes and they dominate the prior target valuation changes in their effect on acquirer announcement returns. While behavioral biases based on prospect theory can explain the significant empirical relation of prior target valuation changes and acquirer announcement returns, my empirical results suggest that rational explanations based on target valuation uncertainty dominate the behavioral stories.

Prior Target Valuation Changes and Acquirer Announcement Returns in Acquisitions of Recently Listed Targets

We provide new insights into the determinants of acquirer announcement returns with a unique sample of targets that are acquired within three years of their IPOs. Existing studies of acquisitions of private and established public targets find positive relations between acquirer announcement returns and prior target valuation changes. In our sample of recently listed targets, we measure the prior target valuation change as the return from the IPO offer price to two weeks before the acquisition. Inconsistent with the behavioral biases based on prospect theory studied in the related literature, the relation between acquirer announcement returns and targets’ returns since their IPOs is negative. We separate our target prior return variable into two components, the target’s first day return (IPO underpricing) and the return from the first day close until two weeks before the acquisition (Prior return). We contend that IPO underpricing is a proxy for target valuation uncertainty and Prior return is a proxy for target distress-related bargaining power. The positive relations of these two variables to other proxies for target valuation uncertainty and target distress support our interpretation. Both IPO underpricing and Prior return have significantly negative relations with acquirer announcement returns. Therefore, our empirical findings show that rational causes related to target valuation uncertainty and bargaining power explain a large part of the effect that prior target valuation changes have on acquirer announcement returns. Our study also adds to the debate over how much irrational behavior, as opposed to rational actions, affect major corporate events.

The underpricing of private targets

We examine acquisitions of private firms with valuation histories and find a positive relation between acquirer announcement returns and target valuation revisions. Similar to other studies, acquirer announcement returns are positive, on average. However, positive acquirer announcement returns are mainly driven by targets that are acquired for more than their prior valuation. This relation is consistent with pricing effects associated with target valuation uncertainty and behavioral biases in negotiation outcomes.

The Impact of Competition on the Selection and Valuation of Deals by Private Equity Firms

An important but largely neglected question in the literature on private equity investing is how the competitive environment shapes the behavior of private equity firms. In this study, we first explore whether competition has an impact on the role of previous industry knowledge for the generation of investment opportunities. Second, we study the impact of competition on the valuation of investment targets. Our hypotheses are tested on a unique hand-collected dataset of the UK buyout market. Using different measures of competition, our results show that increased competition has two opposing effects on the role of previous industry knowledge for the selection of investment opportunities. Further, increased competition leads to higher valuations of target firms.

Does corporate international diversification destroy value? Evidence from cross-border mergers and acquisitions

This paper investigates the valuation effects of corporate international diversification by examining cross-border mergers and acquisitions of US acquirers over the period 1990–2000. We find that, on average, acquisitions of “fairly valued” foreign business units do not lead to value discounts. In contrast, unrelated cross-border acquisitions result in a significant diversification discount of about 24% after accounting for the valuation of foreign targets. Furthermore, significant wealth gains accrue to foreign target shareholders regardless of the type of acquisition. Overall, our results suggest that international diversification does not destroy value while industrial diversification leads to discounts even after controlling for the pre-acquisition value of the target.