Consolidation and Merger of Corporations

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.

This essay focuses on firms that have publicly issued announcements that they were seeking a buyer. Managers of the firms in this unique sample display an idiosyncratic behavior by expressing a willingness to relinquish private benefits of control. The essay investigates the possible factors that may lead managers of these firms to issue such announcements, the effects of issuing "seeking buyer" announcements on shareholders' wealth, and the probability that such firms are later acquired. Results indicate that firms in poor financial condition, as well as larger and more homogeneous firms are more likely to issue a "seeking buyer" announcement. The interpretation of such results is that firms resort to issuing the announcement when a sale seems to be the means for survival, and when the sale is less likely without such an aggressive sale strategy. The announcements have a positive impact on shareholders' wealth, though they do not increase the probability of an acquisition. Essay 2: Shifts in risk as the result of corporate divestitures. The second essay investigates the effect of corporate divestitures on risk, while previous research focused exclusively on changes in shareholders' wealth. Specifically, this study explores changes in systematic, total and idiosyncratic risk as the result of spin-offs, carve-outs and asset sales. Additionally, I study factors that may explain the variation in risk changes as the result of the three types of divestitures. I document an increase in total and idiosyncratic risk for all types of divestitures, an increase in one of the measures of systematic risk for spin-offs and carve-outs and a reduction in systematic risk for asset sales. Change in risk is negatively correlated with the degree of focusing as the result of divestitures, and positively correlated with change in financial leverage.

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.