Negotiation in business

Information leakage before full acquisitions has been widely documented. The information leakage, and the resulting pre-bid runup in the target's stock, generally increases the total cost of the acquisition. That is, information leakage and the ensuing pre-bid runup is a gain to the target and loss to the acquirer. Herein, I first ascertain the characteristics of full acquisitions that affect the amount of information leakage. I find that if the acquirer borrows to finance the acquisition then information leakage is greater. Further if the acquirer is foreign, if the target is a high-tech firm, and if the target has options on its stock all increase information leakage. I find hostile deals are effective in reducing information leakage. Lastly, information leakage increases in the percentage of managerial ownership. I next hypothesize that the identity and intent of partial acquirers is known to market participants before the announcement of a partial acquisition. I find that the market can anticipate whether a partial acquirer intends to fully-acquire or take an active role in the management of the target. Also, the market anticipates whether the acquirer is a private investment find or a non-financial corporation. Further, the acquirer's identity or intent is fully reflected in the target's stock price before the announcement of the partial acquisition. These results help explain why there are few partial acquisitions as precursors to full acquisitions.

In Essay I, I analyze the impact of the target and bidder reference points on the probability of acquisition under general economic conditions as well as in strong/weak economic periods. I find that the target and the bidder reference points have a significant impact on the probability of a firm becoming a bidder or a target. While the target reference point also has a significant impact on the successful completion of the merger, the bidder reference point does not. In addition, I find that the target reference point is a significant determinant of management-led buyout mergers, while the bidder reference point has a significant impact on the probability of the bidder launching a hostile bid. In Essay II, I focus on the impact of the target and bidder reference points on the method of payment in the context of what the target seeks, what the bidder offers, and what the two parties use as their final method of payment. The analysis is performed under general economic conditions and in strong/weak economic periods. I find that while the target reference point has a strong impact on the method of payment agreed upon between the two parties, the bidder reference point does not. This is especially important given that the bidder reference point influences the consideration offered by the bidder but does not translate into a significant impact on the final method of payment. In essay III, I examine the impact of bidder reference point on public targets and the impact of bidder and target reference points on private firms. I analyze the aforementioned relationships under different economic conditions. Consistent with the literature on premium and public targets, I find that the target reference point has a strong and positive relationship with the premium paid for private firms. The relationship is stronger in weak economic times.

The purpose of the current manuscript was to examine acquirer and market behavior surrounding a sample of international mergers and acquisitions. The first essay examined the existence of a private company discount and its connections to liquidity. It found that unlisted targets sell for less than their public counterparts, confirming earlier findings. The examination of a connection between the discount and liquidity mostly contradicted earlier studies (Officer 2007), depending on which subsample was selected. The second essay examined the existence of a target price runup preceding acquisitions announcements, existence of a substitution effect between runup and premium, and whether investor protection influenced the two. It confirmed the earlier findings of a significant runup preceding acquisition announcements, with the runup being more pronounced in those targets from weaker investor protection countries. Contrary to Schwert (1996), the study found a significant substitution effect between runup and premium, with the effect stronger if the acquirers are from countries with weak investor protection. The third essay examined acquirer stock price reaction to the three different components of the offer price: target's stand-alone valuation, pre-announcement runup and the offer premium. Each component was found to have an overall insignificant effect on the acquirer stock price in the overall sample. When the targets were from the countries with the weakest investor protection, the study found that the reaction to both the runup and stand-alone target valuation depend on both target and acquirer country investor protection. The study also found that when the targets were from the countries with the weakest investor protection, and only from those countries, acquirer stock price reacted negatively to any individual component of the offer price being higher.

Many factors contribute to the outcome of an acquisition; these factors arise from both the objective of the target and acquirer. This dissertation focuses on how the bidding strategy, acquirer and target characteristics impact the transaction. The first essay examines how the timing and size of the acquirer's bid for a U.S. target firm impacts their return. I find that successful first and low bid acquirers experience significantly larger returns than successful secondary and non-low bid acquirers. The cross-sectional analysis determines that higher levels of target institutional ownership and acquisitions completed prior to the passage of Sarbanes-Oxley result in reduced returns to the acquirer. In addition, the likelihood of a successful first bid acquirer increases with a revised bid and when the acquirer is both the first and low bid acquirer simultaneously. The likelihood of a successful first bid acquirer decreases as the number of bidders increases and as the bidding process lengthens. I also find that the likelihood of a successful low bid acquirer increases the longer the bidding process. The second essay examines how the timing and size of the acquirer's bid for an international target impacts their return. I find that successful first and low bid acquirers experience insignificant abnormal returns following the acquisition announcement. In addition, the likelihood of a successful first bid acquirer increases when the acquirer and target have similar cultures, with higher levels of target government corruption and when the acquirer is both the first and low bid acquirer simultaneously. The likelihood of a successful low bid acquirer decreases with higher levels of target government corruption. I also examine what factors affect the target premium and find that larger transactions and successful first bid acquirers increase the target premium.