Consolidation and Merger of Corporations

Mergers and acquisitions (M&As) of private target firms is a common
phenomenon and being acquired is the desired outcome for some private firms, as it is the
path to wealth creation for these firm’s owners and investors. However, this M&A type
has received limited attention in the literature, especially from the perspective of the
target firm. Furthermore, neither a theoretical model to explain the phenomenon where
the goal of the target firm is to be acquired in M&A, nor an indicator to gauge wealth
creation for such firms were identified in the review of the literature.
This paper established that, because being acquired in a M&A may be the goal,
the wealth generated from the M&A is the outcome or performance indicator for such
firms. The outcomes of M&As depend, among other factors, on the acquiring firm’s
perception of the target firm’s value. Thus, this paper coined the term ‘private firm’s
attractiveness as an acquisition target’, and built on the resource based view of the firm and signaling theory to identify factors that influence a private firm’s
attractiveness to acquirers. Furthermore, private firm’s attractiveness as an acquisition
target was used as the bridge between the acquiring firm perspective and target firm
perspective in a M&A.
The resource-based view of the firm and the signaling theory were used jointly in
building the theoretical framework for hypotheses development. Hypotheses were tested
using a sample of 222 acquisitions of US private target firms by US public acquiring
firms. Hierarchical regression with inverse mills ratio, as well as two-step Heckman
model were used to address the potential selection hazard.
Results provided strong support for most hypotheses, and showed that investor
involvement, target firm’s industry innovativeness, and target firm’s emphasis on growth
in human capital were positively related to the private firm’s attractiveness as an
acquisition target. Furthermore, the effects of emphasis on growth in human capital were
stronger when the target firm’s growth in revenue was lower and when the target firm
operated in a more innovative industry. The effects of emphasis on growth in revenue
were stronger when the target firm operated in a less innovative industry.

Corporate restructuring may be defined as the reorganization of a company with the aim of improving efficiency. This dissertation examines two corporate restructuring activities, namely (i) spinoffs and (ii) mergers and acquisitions. The first essay examines whether poison pill adoptions by impending spinoff subsidiaries is consistent with goal of shareholder wealth maximization. The main implication of my findings is that poison pills do not deter takeovers; not even in environments where takeovers are more likely. Hence, poison pill adoptions may not be motivated by entrenchment. However, since managers' motives are never clear, investors react adversely to poison pill adoptions because of concerns about potential abuse of power by management. Interestingly, the evidence suggests that poison pills have a positive effect on firm value over the longterm. One possible explanation for this finding is that the potential for abuse associated with poison pills promote shareholder activism. Since activist shareholders closely monitor managers, poison pills indirectly enhance firm value. The second essay examines whether spinoff withdrawals are in response to (i) the market reaction to the initial spinoff announcement, (ii) changes in the estimated value of the unit over the spinoff interval, and (iii) changes in expected spinoff gains owing to changes in market conditions within the subsidiary's industry. It takes 7 months to complete an announced spinoff, on average, over which time industry conditions are likely to change. The main implications of my findings are that managers learn from the market and track changes in industry conditions when making spinoff decisions. It appears that managers time spinoffs for periods when the subsidiary's industry valuations are high to fetch a better price in the market for the unit. These practices are consistent with the goal of maximizing shareholders' wealth. The third essay examines whether having outside blockholders with a higher propensity to monitor managers cause variations in (i) abnormal announcement returns, (ii) proportional wealth gains, (iii) takeover premiums, and (iv) payment methods. The evidence supports the view that the types of outside blockholders that targets and bidders have, in relation to their propensity to monitor managers, affect bargaining position. Firms that have outside blockholders with higher propensities to monitor managers experience higher takeover gains because monitoring limits takeover related agency costs. Therefore, acquisitions create agency problems for minority shareholders of the target and bidder firms, when managers are not monitored.

My objective in this dissertation was to understand the processes leading to incompletion of the high profile cross-border deals. A conceptual framework was
developed which suggests that announcement of a cross-border merger and acquisition
(M&A) deal starts a string of institutional processes that leads to incompletion of the bid.
I proposed that less powerful host country actors threatened by the MNC’s bid proposal
politicize the transaction turning the deal into a transgression. These actors publicize this transgression, initiating a scandal, to gather support of multiple audiences in their
attempts to thwart the threat that the MNC poses. Thanks to their efforts in appealing to
audiences and publicization of the deal as a transgression, these actors mobilize
audiences who reveal hostile reaction against the MNC and the proposed bid. Such
mobilization and hostile reaction, in turn, lead to proposed bid’s incompletion.
Qualitative analysis results based on a sample of seven high profile cross-border transactions provided support for the conceptualized processes, namely politicization,
scandal, mobilization and hostile reaction, while indicating a different order of process
progression compared to the linear one conceptualized. I found that in all cases the
process of scandal subsumed the other processes that kept scandal alive. In turn, scandal fed these processes giving more leverage to the mobilization efforts and/or increasing the hostility of the actors opposing the deal. The findings revealed that these processes happened simultaneously and that in cases where mobilization did not emerge, hostile reaction substituted for the lack of mobilization. Additionally, analysis showed that not only less powerful actors but also powerful actors, elites, sought to initiate a scandal when the host country political, legal or bureaucratic processes did not work for them in thwarting the deal. This dissertation by examining social construction, power and politics within the host country institutional environment in the context of high profile cross-border deals, presented a framework that explained how and why the hostility leading to deal incompletion emerges in the host country. In so doing, this dissertation strengthens institutional theory, theory of scandal, social movements theory and elite theory as powerful perspectives in international strategic -management.

The form of the partial acquisition provides a unique opportunity to analyze the influence the partial acquirer has on the target firm which is not available in full acquisitions. This dissertation investigates how the subsequent decisions of both the partial acquirer and the partially acquired target affect their own stock valuations and the stock valuations of the other firm. Only partial acquisitions of less than 50% were considered so that the effect of corporate control without overt control could be measured. An event-study methodology is used to measure the stock price reactions of both firms to the announcement of several type of events: (1) acquisition/divestiture strategies, (2) dividend changes and (3) capital structure changes. The observed stock price reactions are then examined cross-sectionally to test whether firm-specific factors of explicit and implicit controls are influential in explaining the stock price reactions. A second goal of this dissertation was to measure the long term valuations of both firms and the combined entity to determine if the form of the partial acquisition is superior to that of a full acquisition. Again, various firm specific factors of explicit and implicit controls are tested cross-sectionally to determine their explanatory power on the long term valuations of both firms. The results of the event studies support the hypotheses that the actions of the partial acquirer do have an effect on the stock valuations of the partially acquired target (and vice versa) without the acquirer possessing a majority ownership position. In addition, several measures of explicit and implicit controls were found to be significant determinants of the short term stock valuations. The long term valuation studies implied that the form of the partial acquisition may not be superior to that of a full acquisition. However, it was determined that certain firm-specific factors (relatedness of the acquirer and target) have a significant effect on the long-term valuations for both firms.

This dissertation examines the stock price behavior of newly public firms following two separate events, acquisition announcements and a large single day price change. For the first essay on overreaction, the changes in both liquidity and information are considered in studying the stock price reaction to a trigger of +/-15%. Over 2,600 events are evaluated for these newly public firms from 1992--2001 with events classified as occurring during either the quiet, lockup or post lockup period. For positive trigger events during the quiet period, a large one-day price change results in a significant underreaction. Positive triggers during the lockup period result in no significant abnormal returns, while a statistically significant overreaction occurs during the post lockup period. For negative triggers, while there are no significant abnormal returns for the reactions in any period, there is nevertheless a statistically significant difference between the reactions during the quiet and the post lockup periods. In addition, the degree of market reaction is found to be significantly different for events with information versus events without information. The second essay examines the stock price reaction when newly public firms make acquisition announcements. The belief is that these firms may experience a more positive reaction due to the firms' smaller size, need for immediate expansion, and increased corporate governance. On the other hand, these firms may lack the expertise to successfully integrate the acquisition targets. The results show that these newly public firms experience significant announcement returns of 2.63%. In general, higher announcement returns are found the smaller the acquirer, the smaller the relative size of the acquisition, and if the target is privately held. While the presence of venture capitalists and top tier underwriters result in lower announcement returns, returns are higher if the acquisition advisor is the same as the original underwriter. The buy and hold abnormal returns calculated using a matched sample are not significant. However, acquisitions with economies of scale for the motive have returns of 15% following one year, while those for economies of scope have -15% and the difference is significant.

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 empirically examine theoretical inferences of real options models regarding the effects of business risk on the pricing of firms engaged in corporate control transactions. This study shows that the risk differential between the merging firms has a significant effect on the risk dynamic of bidding firms around control transactions and that the at-announcement risk dynamic is negatively related to that in the preannouncement period. In addition, the relative size of the target, the volatility of bidder cash flows, and the relative growth rate of the bidder have significant explanatory power in the cross-section of announcement returns to bidding firm shareholders as does the change in the cost of capital resulting from the transaction. Essay II provides an empirical analysis of a second set of real options models that theoretically examine the dynamics of financial risk around control transactions as well as the link between financial leverage and the probability of acquisition. In addition, I present a comparison of the financial risk dynamics of firms that choose an external growth strategy, through acquisition, and those that pursue an internal growth strategy through capital expenditures that are unrelated to acquisition.

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.

In essay 1 (Investment bank role in acquisition of private targets), using a sample of private targets from January 1992 to December 2010, I find that special information asymmetry when bidders prusue private targets alters the factors used by bidders and targets to decide whether to hire an investment bank.... It appears that the investment bank has a significant impact on the outcome of the acquisition of a private target. In essay 2 (Investment bank role in asset sell-off transactions), I also find that special information asymmetry when a buyer pursues divested assets alters the factors used by the buyer and seller to decide whether to hire an investment bank. ...I find that when the seller empoloys an investment bank, the increase in unsystematic and total risk of the buyer is greater than in cases when the seller does not use an investment bank.

This dissertation is a growth options analysis of high tech mergers. I analyze the impact growth options have on the likelihood of a high tech firm being acquired, the premiums paid for these acquisitions, and the synergies that result from these mergers. I examine how proxies for growth options interact with those for the resources needed to fund growth. A significant part of my analysis involves developing and examining a new growth options proxy, Gamma, the return on investment a firm realizes in growth options value from its R&D expenditures. I find that firms that are better than their peers in converting R&D into growth options value, i.e. they have high Gamma, are more likely to be targeted for acquisition than low-Gamma firms. The premiums paid are impacted most by the characteristics of the deal, primarily when deals are competitive, and GDP growth. The acquirer's Gamma, however, is very significant in predicting premiums. Acquiring firms with high Gamma pay significantly lower premiums. The synergies that result from a merger are measured in short and long run returns, and most mergers result in value destruction to the combined firm. In the fewer than 20% of the mergers that resulted in positive long run abnormal returns, the premium paid and whether the deal was competitive significantly reduced the returns. However the two characteristics that significantly increased returns were the acquirer's Gamma and if the acquirer and target had complementary characteristics for growth options levels and free cash flow.