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EC5610 # Mergers & Acquisitions Topic 1: Introduction and Overview of M&As Empirical Evidence and Implications Dr. Leonidas Barbopoulos University of St Andrews School of Economics and Finance Spring, 2015

EC5610 Mergers and Acquisitions. Course Description 2015

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Page 1: EC5610 Mergers and Acquisitions. Course Description 2015

EC5610 # Mergers & Acquisitions

Topic 1: Introduction and Overview of M&As

Empirical Evidence and Implications

Dr. Leonidas Barbopoulos

University of St AndrewsSchool of Economics and Finance

Spring, 2015

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Overview of M&A module

I Reading list:I Bruner, F. R. 2004, ‘Applied Mergers and Acquisitions’, Wiley (main

textbook).I Sudarsanam, S. 2010, ‘Creating Value from Mergers and Acquisitions:

The Challenges’, Prentice Hall - Pearson (secondary textbook).I Focus on the many key papers that will appear at the end of each

topic.

I Lecture coverage:I 9-10 lectures, 2 hours each.

I There will be 4 seminars/labs, 1 hours each.

I Assessment:I Project (25%)I Final exam (75%)

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Topics we will cover (1)

I Overview of M&A and the 5-stage model.

I Acquisition strategies and types, and value sources.

I The pure theory of takeovers: A theoretical framework.

I Industry-wide shocks and distress sales: The Shleifer-Vishny model.

I Financial distress issues: The Kiyotaki-Moore model.

I Target (and foreign target) firm valuation.

I Information asymmetry issues in M&A and how the method of paying forthe M&A partly resolves it.

I ...identifying the optimal payment currency in M&A.

I Principal-agent problems in M&A (agency costs and methods measuringthem).

I Sensitivity of bidding and target firms’ stock prices to M&A announcements× 2 (...neoclassical finance school of thought; methodological issues; etc).

I Determinats of short-run value creation.

I Long-run performance of firms engaged into M&A and value sources(methodological issues, matching techniques, etc)

I What the empirical evidence suggests?

I Why most M&A destroy value?

I Methodology vs. Ideology.

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Topics we will cover (2)

1 Background.

2 History of M&A activity.

3 Motives for M&A:

I Synergies:I Sources of synergy gains.I Measurement of synergy gains.I Empirical evidence on synergy gains.

I Agency motivations:I Measuring agency costs.

I Managerial overconfidence (hubris):

I Measuring of managerial overconfidence.

I Other motives:

4 Value creation in M&A:

I Measuring value creation.I Short-run event studies of synergies gains.I A note of caution.I Long-run studies.I Post-acquisition operating performance.I Bondholder wealth effects.

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Topics we will cover (3)

5 Determinants of acquisition returns:

I Target firm listing status.I Method of payment.I Industry relatedness.I Firm size.I Firm valuation/investment opportunities.I Pre-announcement stock price run up.I Information asymmetry.I Cross-border acquisition.I Acquisition technique.I Relative size of the deal.I Takeover competition.I Hostility.I Financial advisor reputation.I Offer factors.

6 Other M&A related empirical research.

7 Managerial Implications.

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In this topic...

I Axioms of modern finance.

I Foundations of modern financial theory.

I The modern theory of corporate control.

I Definitions and types of transfer of corporate control.

I Backround and exposition.

I What are merger waves?

I What triggers them and what theories explain them?

I The 5-stage model of M&A.

I Challenges at each stage.

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Axioms of modern finance

1. Financial Markets are Competitive:I Participants in financial markets must take prices as given.

2. Value Additivity:I The price of a basket of financial contracts is equal to the sum of the

prices of each individual contract times the quantities.I The price of a basket of goods equals the sum of the prices of the

individual goods.I Cash flows to be delivered tomorrow, in one week, one month, etc.I Portfolios of equities with random values one month from now, one

year from now, etc.

3. No Free Lunches:I It should be impossible to sell for a positive price a portfolio, which

has zero payoff for sure, at all future times.I This is called the ‘no arbitrage’ assumption.

4. The Efficient Market Hypothesis:I Prices in financial markets will, at all times, reflect unbiased beliefs

about the future.I Different forms of efficiency in financial markets.

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Financial decisions

I ...they may be broadly characterised by three factors:I MoneyI TimeI Risk

I Three components of the world are mainly important to financial decisions

(at present governments are not assumed to exist):I Individuals → They own firms and purchase goods and services

produced by them.I Firms → Organisations for the production of goods and services

(including financial services).I Financial Markets → They are places where the transfers of

securities occur.

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Financial decisions of individuals

I ...there are three types of decisions:

1. Consumption: Amount and type of consumption in each period overtime.

2. Investment: Amount and type of securities to be held in each period.3. Financing: Amount and type of claims to be issued in each period.

I ...and two main constraints:

1. Wealth:I Human assets: value of labour income - which is given and it is

non-tradable.I Non-human assets: the most common are money, securities and

physical assets - which is tradable in the market.

2. Opportunities:I Consumption over time.I Purchase or sale of financial securities.I Issuing of personal financial securities (claims against future

income).

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Financial decisions of firms

I The fundamental decision of the firm is the determination of the level andcomposition of its investment in physical assets.

I There are two additional and related financial decisions, which form the

financing decision of the firm:

1. Dividend decision: how much of its current income to pay out tothe owners of the firm.

2. Financial (capital) structure decision: the amount and type offinancial securities to issue.

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Foundations of modern financial theory

I Savings and Investment in Perfect Capital Markets.

I Portfolio Theory.

I Capital Structure Theory.

I Dividend Policy.

I Asset Pricing Models.

I Efficient Capital Market Theory.

I Option Pricing Theory.

I Agency Theory.

I Signalling Theory.

I The Modern Theory of Corporate Control.

I The Theory of Financial Intermediation.

I Market Microstructure Theory.

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Savings & investment in perfect capital markets

I The Goal: To place the firm’s owners in a, as satisfactory as possible,financial position.

I Maximising the value of owners’ investment in the firm.

I The principal task of financial managers → raising finance capital to investin productive enterprises → maximise value of owners investment.

I Also, the neoclassical view: ...maximize profits subject to capacityconstraints.

I ...this is equivalent to maximizing the market value of all claims of capitalproviders in the absence of market failures (Jensen, 2001).

I Create wealth by generating returns.

I Financial managers raise finance:I Borrowing from consumers.I Decide how much to consume, and how much to lend, or invest, for

financing future consumption.

I But how this goal can be achieved by growing inorganically?

I ...and how do we assess whether this target is achieved in an world withperfect capital markets?

I ...since the pioneering research of Fama et al. (1969), event studies arguethat markets are semi-strong efficient and deviations from market efficiencyare small.

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M&A and restructuring

I REUTERS (Nov. 2006): Frantic merger activity worldwide was largelybehind a recent market rally, and investors hope more deals will help offsetinvestors’ worries about the prospect of slowing economic and corporateprofit growth in 2007.

I In general, the main functions and aims of M&A are:

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The M&A process

I Although the M&A process involves several steps, in this course we aredealing with only some of them.

I The focus is always on the finance perspective of M&As.

I In general, the main steps involved in the M&A process are:

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Participants in the M&A process

I The main participants involved in the M&A process are:

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Corporate restructuring (1)

Corporate restructuring deals with actions taken to expand or contractfirms basic operations or fundamentally change its:

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Corporate restructuring (2)

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The economy & restructuring via workforcereduction

I Bao and Edmans (2011) -RFS- claim: “The quality of M&A transactions isalso of great importance to the economy as a whole. The total value ofM&A announced by a US acquirer in 2007 was $2.1 trillion, around 15% ofUS GDP.”

Example: Hewlett-Packard Company (NYSE: HWP) and CompaqComputer Corporation (NYSE: CPQ).

I Structure: Stock-for-stock merger.I Exchange Ratio: 0.6325 of an HP share per Compaq share.I Current Value: Approximately $25b.I Ownership: HP shareholders 64%; Compaq shareholders 36%.

I Expected Closing: First half of 2002.I HP cut 14,500 jobs in a major restructuring move (July 2005), or around 10

percent of its workforce, in order to achieve $1.9b a year in savings.I Under new CEO Mark Hurd, the cuts come amid a massive reorganization that

will link sales and marketing efforts more closely to business units, eliminatingthe Customer Solutions Group which sold to enterprise customers.

I The restructuring reduced the number of people involved in each decision, andshorten the path from idea to customer.

I A company that has been restructured effectively will theoretically beleaner, more efficient, better organized, and better focused on its corebusiness with a revised strategic and financial plan.

I Only recently the BA/IBERIA (IAG) announced a bid for Air Lingus for 2euros a shares but concerns on whether the BA/IBERIA (IAG) will controlthe Air Lingus are still on.

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Definitions (1)

I Research in the corporate finance (asset pricing?) literature dealswith the ownership structure and control of the firm, and whether thecharacteristics of different ownership structures effectively maximizeshareholder wealth.

I The M&A literature partly deals with the transfer of control of a firmfrom one group of shareholders to another.

I Distinguish between different types of control transfering: (why

matters?)I Acquisition (tender offer).I Merger (consolidation).I Proxy contest.I Going private (e.g. LBOs, MBOs).I Termination fee Aggrement.I Scheme of Arrangement.

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Definitions (2)

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Mergers

I Mergers: Transactions that combines two firms into a new one (common

objectives).I In mergers, the shareholders of the combined firms remain as joint

owners of the final entity (HP and CPQ).I The management of the merging firms work out a merger proposal,

that is, merger is mostly a negotiated deal between two companies andit is a friendly deal.

I The proposal requires the shareholders vote.

I Relevance: Most frequent mechanism.

I Advantage: Cost-effective when merger is non-controversial for targetmanagement.

I Disadvantages: (i) Requires purchase 100% of target assets; and (ii) Targetmanagement has the veto power.

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Consolidations

I Consolidation (usually used interchangeably with mergers).

I Merger where an entirely new firm is created.

I Both firms terminate their previous legal existence.

I Both shareholders would exchange their shares for the share of a new firm.

I There is no distinction between acquiring and target firm.

I As in merger it results in combinations of assets and liabilities of both firms.

I ‘Full scale integration’.

I Examples?

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Mergers of Equals (MOE)

I A consolidation, where shareholders of two companies comparable in size,competitive position, and profitability agree to merge into a single companyunder a single umbrella.

I No (or very little) money changes hands; there is no “takeover premium”,and all shareholders of the two companies before the merger, remainshareholders of the new, merged entity.

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Acquisitions

I Acquisition: Purchase of a firm by another.I One firm becomes the subsidiary of another.I Both firms remain as separate entities.

I Tender offers: offers to buy shares, at a fixed price, within a given period,made directly to the target company shareholders.

I This is without the support of the target management (opposed to merger)also known as hostile takeovers.

I Relevance: Around 25% of all acquisitions are tender offers.

I Advantages: (i) Does not require target management approval; and (ii) Canbe carried out quickly.

I Disadvantages: (i) Exposes bidder to competition; and (ii) High premiumsare required.

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Proxy contests

I Proxy Contest: Bidder seeks, as in a political campaign, to obtainvote-proxies from dissatisfied target shareholders.

I Votes are exercised at general shareholder meeting.

I Relevance: Proxy contests less frequent in economies with an active takeovermarket (higher frequency of proxy contests in Germany and Japan than inUK, US and Canada).

I Advantage: Need not acquire equity.

I Disadvantages: Hard to obtain shareholder information.

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Other definitions (1)

I Takeovers:I Similar to acquisitions but in takeovers the size of the bidders is much

larger than the size of the target.I On the contrary → reverse takeover.

I Buyouts (and secondary buyouts):I Acquisition with the acquiring firm being a group of investors,

including specialist private equity firms and managers of the target.

I Divestitures:I Selling of, or otherwise disposal of, a firm’s assets (basically the one

cause inefficiencies) in an attempt to achieve a desired objective, suchas greater liquidity, higher future cash flows, or reduced debt burden.

I Horizontal mergers:I Both the bidder and the target firm are in the same business line

(economies of scale, i.e., reduction of the cost per unit as scale isincreased).

I Conglomerate mergers:I The bidding and the target company operate under different types of

business, i.e., the bidding firm acquires a target firm that is unrelatedto its core business.

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Other definitions (2)

I Vertical mergers:I Merging firms are at different stages of production attempt to achieve

cost savings through diversification.

I Hostile mergers:I The target (acquired) firms management is opposed to the merger.

I Friendly mergers:I The two companies agree to the merger.

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Investment bank classification

Three types of acquisitions:

I Strategic Acquisitions: Involve operating synergies.I Two firms are more profitable combined than separated.I Horizontal mergers.I Vertical mergers.I Dominant form of acquisitions since 80s.

I Conglomerate Acquisitions: Likely to be motivated by financial synergies.I Completely unrelated business.I Two firms in unrelated business have more value combined than

separated.I Dominant form during 50s, 60s or 70s.

I Financial Acquisitions: Likely to be motivated by tax gains and managerial

miss-incentives (‘disciplinary takeovers’).

I Price of one target firm is less than intrinsic value of firm assets.I Often structured as LBO.I Have declined substantially since the 80s but still has some

importance.

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Background

I M&A: combination of business activities and/or entities and the associatedchange in control over corporate assets.

I M&A: the most important corporate events in the finance and businessworld in terms of both size and impact.

I In 2007, at the peak of the most recent merger wave, corporations spentmore than $4 trillion US dollars, or over 7.5% of world GDP (in marketexchange rates) on acquisitions worldwide.

I Takeovers effect substantial re-allocations of resources both within andacross industries.

I Transactions are the largest and the most readily observable form ofcorporate investment.

I Much of the evidence we review comes from studies based on US or UKdata. The reason for this is two-fold. First, these are the largest and themost active takeover markets. Second, this is due to availability of highquality data on M&A deals.

I Interesting questions:I What are the key motives behind M&A?I Do M&A create value? For what party?I Which factors affect acquisition performance?

I Related work:I Betton, Eckbo and Thorburn (2008), Andrade, Mitchell and Stafford

(2001), Jarell, Brickley and Netter (1988), Jensen and Ruback (1983).

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History of M&A activity

I There are distinct ‘waves’ in the frequency and volume of mergers andacquisitions over time.

I Often, the total of M&A deals at the peak of a cycle may be several timesthe amount taking place in the trough of a cycle.

I Usually a cycle builds up, with more and more deals occurring, often atincreasingly unrealistic prices, until some trigger almost grinds, causing allthe activity to a complete halt.

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Merger waves (1)

I Literature shows that M&A activity over the last 100 years comes inwaves (Weston, 1953; Gort, 1969; Chung and Weston, 1982; Andradeet al. 2001; Rhodes-Kropf et al, 2005; Bouwman et al, 2009).

I Merger waves happen every 10 years approximately.

I Partly business cycles coincide with M&A waves, but this is notalways the case.

I Each merger wave is motivated by a specific type of economic force ora specific type of M&A.

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Merger waves (2)

Wave 1 1893-1904: Motivated by simultaneous consolidation of productswithin industries (horizontal consolidation).

I Created the mining, steel, oil, telephone, and railroadgiants thus defining the basic manufacturing andtransportation industries in the US.

I Also known as merging for monopoly (Stigler, 1950).I Examples: GM, American Tobacco, US Steel, etc.I In consolidations companies are of similar size.I Antitrust legislation ended the wave.

Wave 2 1919-1929: Vertical integration. The major car manufacturers,such as Ford, were born during this period.

I US itself experienced its 2nd merger wave between 1925and 1929, witch was mainly driven by vertical mergers.

I The stock market crash of 1929 and the Great Depressionended this wave.

Wave 3 1955-1969: Major conglomerates like LTV, Teledyne and Littonemerged.

I Their owners and managers were viewed as the heroes ofthe new organizational model.

I However, their stocks declined substantially in 1969-1970 asthe conglomerate companies never achieved the anticipatedbenefits.

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Merger waves (3)

Wave 4 1980-1989: Major hostile takeover battle, the invention of thepoison pill, the rise of junk bond financing and leveraged buyouts.→ In Europe, cross-border horizontal mergers took place as apreparatory step for the common market.

Wave 5 1993-2000: Globalization of competition and thriving stock pricesputting pressure on managers to do deals.

I Deals of unthinkable proportions, such as the combinationsof Exxon and Mobil, Citibank and Travelers, Chrysler andDaimler, AOL and Time Warner were conducted. Fromover $300 billion in 1992 the volume of M&A worldwidegrew up to $3.3 trillion in 2000.

I The wave faded away as the tech bubble burst, but only tobe-reborn very soon.

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Merger waves (4)

Wave 6 2003-2007: Consolidation in metals, oil and gas and utilities,telecoms, banking, and health care sectors.

I This wave was fueled by increasing globalization and theencouragement by the governments of certain countries(France, Italy and Russia) to create strong national andglobal ‘champions’.

I Private equity buyers played a significant role accountingfor a quarter of the overall takeover activity, stimulated bythe availability of credit at low interest rates.

I Cash-financed deals were much more prevalent over thisperiod.

⇒Three major theories to explain the merger waves to this date.

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1. Behavioural models of merger waves (1)

I The majority of recent evidence suggests that merger waves are highlycorrelated with stock market miss-valuations (what about the classical schoolof thought?).

I Market valuations cause merger waves: When firm valuations deviate fromfundamentals, managers use overvalued stock of their firms as currency tobuy assets of undervalued (or less overvalued) firms (Shleifer and Vishny,2003; Rhodes-Kropf and Viswanathan, 2004), which explains the correlationof merger activity with stock market performance (see later slides).

I Accordingly, the overvaluation theory posits that more acquisitions willhappen in periods of bubbles (Rhodes-Kropf, Robinson and Viswanathan,2005).

I See for example the following studies: for the US, Shleifer and Vishny(2003); Rhodes- Kropf and Viswanathan (2004); and Bouwman et al (2009).

I The following few slides depict the correlation of stock market valuationsand merger waves!

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1. Behavioural models of merger waves (2)

Overall:

I Assume inefficiency in capital markets resulting in stock overvaluation.

I Acquirers use overvalued stock to acquirer real assets.

I Bidder’s stock more overvalued than target’s: ‘high buys low’.

I Why do target managers accept overvalued bidder stock?

I Acquisitions during merger waves are financed with equity (mainly in theUS) and exhibit high overvaluation.

I However, lots of cash acquisitions happen during merger waves.

I ‘High buys low’ but ‘high buys high too’.

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Mergers and stock market level: Value of UKacquisitions during 1984 to 2007

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Mergers and stock market level: Value of UKdivestitures during 1984 to 2007

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Mergers and stock market level: US mergerwaves between 1985 and 2007

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Mergers and stock market level: US divestiturewaves between 1985 and 2007

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Mergers and stock market level: Value of EUcompleted acquisitions, 1984-2007

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Mergers and stock market level: Value of EUcompleted divestitures, 1984-2007

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1. Behavioural models of merger waves (3)

I Often associated with economic prosperity and high stock market levels andliquidity.

I Correlation between M&A activity by value and (stock market level):I 0.88 (0.94) for the US (why?).I 0.92 (0.86) for the EU.I 0.81 (0.79) for the UK (why?).

I Theories of merger waves:I Rational economic theories (business cycles).I Behavioural theories (stock market miss-valuations, investor

sentiment).I Strategic theories (choosing the right time of bidding).

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2. Rational model of merger waves

I Mergers happen when firms differ in valuing other firms.

I During periods of economic shocks valuation differences arise, i.e.,technology, oil price explosion.

I The neoclassical theory: merger waves occur as firms in specific industriesreact to economic shocks (deregulation, emergence of new technologies orsubstitute products and services).

I This explains why merger activity clusters by industries Gort (1969);Mitchell and Mulherin (1996); Harford (2005). The size and length of eachwave largely depends on the number of industries influenced.

I Measure of efficiency:I Tobin’s Q = value of firm assets / replacement cost (MV/BV).I Higher Q means higher efficiency (BV is low which implies well

managed firms or well managed bidders acquire poor managed firms).

I Merger waves occur when valuations of corporate assets vary widely andhigh Q firms acquire low Q firms.

I Q Theory.

I Implications:I ‘High buys low’.I During merger waves acquirers exhibit higher Q’s than their targets.

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What cause the shocks? PEST model

I Waves occur during periods of political, economic, sociological andtechnological (PEST) turbulence.

I Deregulation e.g. EU Takeover Directive.

I Political initiatives e.g. European Union, NAFTA.

I Globalization and excess capacity.

I Demographic changes.

I Institutional changes e.g. private equity.

I Change in economic ideology e.g. free market, shareholder value.

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PEST model of merger waves

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Merger waves have industry trend

I Different industries experience turbulence and M&A activity at high levelsin short periods.

I This suggests rapid strategic moves and countermoves by firms.

I What causes industry clusters of mergers?I Privatisation e.g. state owned enterprises.I Deregulation e.g. financial services, utilities, telecom, transport.I Technology e.g. internet, biotechnology.I Excess capacity in mature industries e.g. automobiles.

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Industry merger waves (1)

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Industry merger waves (2)

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Industry merger waves (3)

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Industry merger waves (4)

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Industry merger waves (5)

Industry merger waves: UK economy-wide merger wave asaggregation of industry-wide merger waves:

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Examples of industry clustering (Harford 2005)

I Banking:I August 1985 - Deregulation allowing interstate banking.I October 1996 - Deregulation and information technology.

I Communication:I November 1987 - deregulation.I In 1984 allowed the entry into long distance telephony, fibre optic

technology.I July 1997 - deregulation, Telecommunication Act of 1996.I Consolidation and technological changes.

I Computers:I July 1998 - Internet.

I Healthcare:I May 1996 - service providers consolidate to counter bargaining power

of health management organizations (HMOs).

I Shipbuilding:I August 1998 - shrinking defence budget exposed overcapacity.

I Transportation:I July 1997 - end of Interstate Commerce Commission, overcapacity in

shipping, open skies agreement in aviation.

I Utilities:I November 1997 - deregulation in some markets plus elimination of law

prohibiting mergers between non-contiguous providers.

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3. The strategic theory of M&A

I The strategic theory of merger waves focuses on the appraisal of acquisitionperformance and acquisitions motives and strategies (Kusewitt, 1985, andToxvaerd, 2008).

I Toxvaerd (2008) theoretically showed that competitive pressure interactswith irreversibility of mergers in an uncertain environment and argues thatacquirers either postpone the bid (in order to gain from more favourablefuture market conditions) or enter in the bidding contest.

I In a complete information model Toxvaerd shows that all acquirers rush tobid creating merger waves.

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Implications of merger waves to firms

I Need to understand PEST trends to identify strategic opportunities andthreats.

I Industry shocks require strategic moves and countermoves (be quick toinitiate and respond to these moves).

I ‘Gentle’ capital market conditions induce high M&A activity.I High stock markets.I High liquidity in debt markets facilitating leveraged buyouts (LBOs).

I Opportunities and threats:I Being first mover at start of a wave - a clever move?I See evidence! Very interesting! (Goel and Thakor (2010) - RFS).I Risk of poor evaluation and overpayment.

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The 5-stage model of M&A

I Do M&A create or destroy value?

I The challenges - hit or miss?I Large body of empirical evidence from US, UK and Continental

Europe shows majority of M&A fail to create value.I However, there are deal characteristics that improve odds of success.

I The 5-stage model:

I How good are corporate strategy and business strategy models?I Is the company organised well for acquisitions?I Deal structuring & negotiation.I Post-acquisition integration problems.I How did the merger go? What did we learn?

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5 stages of M&A process

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Challenges of each stage

I Stage 1:I What is your business model?I How does acquisition help achieve competitive advantage? (evidence).

I Stage 2:I Are you doing acquisition for the right reasons? (evidence).I Do you have the resources and capabilities to undertake it?

I Stage 3:I How good are you at deal making? (evidence - CBA).I How do you manage risks in acquisitions? (evidence - CBA).

I Stage 4:I How effective is your post-acquisition integration? (evidence).

I Stage 5:I How well does you organisation learn from M&A successes and

disasters?I Are you getting better at making acquisitions? (evidence).

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Readings

1. Weston, J. F. (1954) ‘The Role of Mergers in the Growth of Large Firms’, TheEconomic Journal 64, 586-588.

2. Gort, M. (1969) ‘An Economic Disturbance Theory of Mergers’, Quarterly Journal ofEconomics 83, 624-642.

3. Chung, K.S. and J.F. Weston, (1982) ‘Diversification and Mergers in a StrategicLong-Range Planning Framework’. In Keenan, M. and L.I. White, (eds.) Mergers andAcquisitions, Lexington, Mass: D.C. Heath.

4. Kusewitt, J. B. (1985) ‘An explanatory study of strategic acquisition factors relating toperformance’, Strategic Management Journal 6, 151-169.

5. Andrade, G., M. Mitchell, and E. Stafford (2001) ‘New Evidence and Perspectives onMergers’, Journal of Economic Perspectives 15, 103-120.

6. Shleifer, A. and R.W. Vishny (2003) ‘Stock Market Driven Acquisitions’, Journal ofFinancial Economics 70, 295-311.

7. Rhodes-Kropf, M. and S. Viswanathan (2004) ‘Market Valuation and Merger Waves’,Journal of Finance 59, 2685-2718.

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