Various Motives for Corporate Takeovers
Mergers and Acquisitions (M&A) occur when two or more organisations join together all or part of their operations (Coyle, 2000). Strictly defined, a corporate takeover refers to one business acquiring another by taking ownership of a controlling stake of another business, or taking over a business operation and its assets (Coyle, 2000). Corporate takeovers have been occurring for many decades, and have historically occurred on a cyclical basis, increasing and decreasing in volume in what has been termed merger waves since the late 1800s (Sudarsanam, 2010). There can be a number of distinct motives for corporate M&A and this short essay will discuss a number of these, drawing on theoretical and financial theory as well as empirical evidence to explain their rationale.
The first group of motives to be discussed are those that relate and can be explained by the classical approach to financial theory (Icke, 2014). These motives assume that firms do not make mistakes and acquire other companies as they believe that doing so will result in increased profitability (Baker & Nofsinger, 2010) as they allow for the achievement of enhanced economies of scale or scope (Lipcynski et al., 2009). This theoretical perspective can be used to explain a number of motives.
First, corporate takeovers can be used as a route to achieving geographic expansion. By acquiring another company in a different country or with more geographically-diverse operations, an acquiring company can expand its markets and thus expand its sales opportunities. The larger business post-acquisition can then, if implemented efficiently, benefit from economies of scale associated with reducing unit input costs, ultimately increasing profitability.
A second reason for completing a takeover could be to increase market share within a market a firm is already operating in. This can result in increased profits through again allowing for increased economies of scale through decreasing unit costs and can also increase profitability by reducing the number of competitors in a market.
Thirdly, acquiring businesses at different stages in the supply chain, known as vertical integration (Icke, 2014), can allow for enhanced profitability as it can facilitate enhanced value in the supply chain and the potential to exercise control and scale benefits over inputs to production and the overall cost of output.
Other motives for corporate takeovers can be categorised as being more consistent with the behavioural school of thought. This considers that M&A is driven by factors other than for pure profit maximization (Icke, 2014; Martynova and Renneboog, 2008). There a number of reasons why M&A may take place where the opportunity to benefit from scale economies is not the key driver. First, a company may engage in an acquisition in a bid to increase their size to prevent bids from other companies. This is consistent with the concept of 'eat or be eaten' (Gorton et al., 2005) which hypothesizes that during waves of M&A activity, firms feel vulnerable to takeover bids and as such feel compelled to engage in their own M&A activity in order to increase their size and minimize interest from potential bids.
A second motive for M&A that relates more to the behavioural school (but does possess some economic basis) is the opportunistic M&A activity associated with management taking advantage of a relative increase in the value of its stock to acquire a target in an equity-funded acquisition. In this case, it is the perceived opportunity to buy another company 'cheaply' that drives the acquisition, rather than the profit motive if all other variables are held equal.
What empirical evidence do we have in regard to value creation following a takeover for:
- the bidder firm's shareholders
- the acquired firm's shareholders
Mergers and Acquisitions (M&A) occur when two or more organisations join together all or part of their operations (Coyle, 2000). A number of empirical studies have been performed in order to ascertain the extent of value creation following a takeover for both the bidder firm and the acquired firm. Shareholders of the acquired firm have consistently experienced positive value impacts (Icke, 2012; Martynova and Renneboog, 2008) following completion of a takeover, while evidence of value creation following a takeover for the acquirer has been inconsistent and is broadly considered to be inconclusive (Angwin, 2007). This essay will discuss the empirical evidence of the value impact following corporate takeovers for both parties, looking at a broad range of evidence spanning the time following announcement to the fiscal years following completion of a takeover. The essay will briefly discuss the limitations of the evidence based on the highly differentiated nature of the M&A landscape and the presence of significant independent variables. It will then evaluate the results before arguing that for the bidder firm's shareholders evidence of value creation is broadly inconclusive and that it appears that any value creation that is witnessed differs depending on the type and motives for the acquisition, as well as when it is taking place. It will argue that, as is consistent with the majority of empirical studies, value creation for the acquired company's shareholders is positive (Martynova and Renneboog, 2008).
The value creation experienced by shareholders in the bidder firm following a takeover can be considered both post announcement and in the years following completion and integration of the businesses. Value impacts at announcement are most profound in the impact of share price fluctuations while performance-based metrics, such as profitability, can be used to assess value impacts following takeover (Icke, 2012).
First looking at the empirical evidence that supports positive value creation for the acquiring shareholders it is clear that there are a number of studies that demonstrate the positive value creating effects of a cross-section of transaction types. Looking at the US and Europe, Martynova and Renneboog (2008) measure the value impacts following a takeover by studying a century of historical M&A transactions. The evidence indicates that in the case of European cross-border transactions, value is created in terms of post-acquisition performance. Looking at developing countries, Kumar (2009) finds that in the case of developing economies, acquirer shareholders tend to experience better returns in both the short and long term following an acquisition than in developed economies. Gugler et al (2003), look specifically at the impact on sales and profitability of a takeover and find that acquisitions have a statistically significant impact on profit of the acquiring company. Chari et al. (2010) look at cross-border transactions and provides evidence that the acquirers will experience improved post-merger performance, but that this is dependent on having intangible asset advantages that can be exploited abroad. Villalonga (2004) studied diversification takeovers in a study that reviewed the share price performance of diversified conglomerates versus non-diversified trading peers in the years following the transaction. The evidence reveals that diversified firms actually trade at a large and significant premium to their peers, thus suggesting that this type of acquisition can drive long term value gain for shareholders in the post-acquisition entity. Draper and Paudyal (2006) studied the value creating impacts of private versus public takeovers and found that value creation for the acquiring company when the target is private is broadly positive. An empirical study by Icke (2014) looks at European and US M&A transactions by motive for takeover and finds that, in terms of announcement effects on share price, transactions driven by an increase in market share, research & development synergies and vertical transactions are rewarding for the acquiring company. In terms of longer term gains, Icke (2014) shows that transactions driven by increase in market share, geographic expansion, vertical integration and diversification all have a positive effect.
In contrast, there is a wide body of empirical research which contrasts with the findings of the above studies and covers a range of different M&A situations where value is in fact destroyed for the acquiring company shareholder both in terms of share price at announcement and in terms of post-integration performance. In a study that considers a broad range of takeover motivations, Walker (2000) finds that acquiring companies experience overall negative value impacts and those anomalies in which acquirers actually gain in the longer term are so infrequent they are considered to be statistically insignificant. When Martynova and Renneboog (2008) study US transactions aimed at achieving diversification the evidence indicates that post-acquisition value is destroyed for acquiring shareholders following a transaction and that wealth effects at announcement for acquirers are inconclusive. In a 2005 study, Powell and Stark (2005) find that post-acquisition performance in terms of sales impact, is actually positive for the acquirer, however, when this is controlled for extra working capital, the effect is inconclusive and likely a net negative result. Looking at vertical integration takeovers, both Kedia et al (2011) and Walker (2000) find that in the case of US transactions, takeovers result in value destruction for acquiring company shareholders. Icke (2014) also found that R&D driven takeovers have a negative effect.
The empirical evidence in relation to target firms' shareholder value creation is significantly more conclusive across the spectrum of types of M&A. Empirical studies, which tend to focus on value creation for the owners of target companies primarily looks at shareholder value at announcement (Icke, 2014) in the form of share price rises and the premiums acquirers pay. Martynova and Renneboog (2008) find that targets gain value from announcement of a takeover and furthermore find that this gain is consistent across merger cycles, regardless of whether the takeover occurs during the peak or the low of the merger waves witnessed throughout the past century (Martynova and Renneboog 2008). Their study into US takeovers demonstrates that the value creation is significant in size, often reaching double digit growth on the value prior to announcement. In a study of hostile versus friendly takeovers, Shwert (1996) found that target shareholders experience significant gains from a takeover that has come about as a result of a tender process, rather than a hostile a single party bidding round, although found broadly positive results across both types for target shareholders. Likewise, studying the method of payment and the impact on value creation for target shareholders, Goergen and Renneboog (2004) found that all-cash offers trigger ARs of almost 10 percent upon announcement whereas all-equity bids or offers combining cash, equity and loan notes only generated a return of 6 percent but still resulted in positive value creation for the target company.
Empirical studies have also been conducted on transaction data based around the concept of merger waves. That is to look at transactions not as isolated occurrences but as events that have taken place within one of the six identified waves of M&A activity since the late 1800s (Sudarsanam, 2010). By looking at takeovers from the perspective of when they occurred, it is possible to identify more consistent patterns in value creation and to derive theories of attribution for these gains. Icke (2014) reviews a number of studies and finds that value creation for shareholders in both the target and the acquiring company varies depending on the wave in which it occurs when other variables are considered to be constant. Icke (2014) shows that the third wave generated largely positive returns for parties engaged in takeovers, while the fourth was broadly negative and the value impacts were indistinguishable during the fifth. This evidence of environment-sensitivity adds further complexity to the evidence surrounding value creation in takeovers.
Overall there is a wealth of empirical evidence available into the value impacts of corporate takeovers, however, the evidence is broadly inconclusive in determining the value creating opportunities for acquirers while it is broadly conclusive that target company shareholders will gain (Martynova and Renneboog 2008). The inconclusive nature is caused by methodological inconsistencies as a result of mixed methods, the difficulty capturing operational change, the different time periods and sample size distortions (Icke, 2014) as well as the vastly differentiated base of empirical evidence that exists, as discussed in this essay. As Icke (2014) states, the value effects of takeovers are, ultimately, non-conclusive. However, based on the empirical evidence discussed in this essay and drawing on Wang and Moini (2012), the general conclusion can be seen to be that in short-term event studies (addressing the impacts post-announcement) acquirers' will either experience some normal returns or significant losses, while the target firms have shown to consistently experience positive value creation in the same timeframe. Post-acquisition performance is extremely difficult to measure and the evidence has been mixed. Furthermore, as Angwin (2007) argues, strategic motivations are essential for understanding post-takeover performance and for measuring the isolated effects of the takeover.
In conclusion, there exists a number of studies and a diverse body of empirical evidence into the value creating effects of takeovers for both target and acquirer shareholders. For target shareholders, studies focus on the announcement effects and are broadly positive, while for acquirer shareholders, studies look at both announcement and post transaction performance and show a broadly negative value impact with some evidence of positive value creation in certain types of M&A scenario and during certain periods (waves) in history.
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