Do mergers create or destroy value? Evidence from unsuccessful mergers

Cole, Rebel and Vu, Joseph (2006): Do mergers create or destroy value? Evidence from unsuccessful mergers.

Abstract

In this study, we examine unsuccessful takeover attempts for new evidence on whether mergers create or destroy value for acquirers and targets. We contribute to the literature in three important areas. First, we contribute to the literature on signaling by investigating whether a takeover attempt signals investors about the quality of firm management as well as the quality of the specific firm investment under consideration. We find that bid announcement returns are partially, but not completely, reversed by termination announcement returns, evidence that the merger proposal itself contains information about the value of the bidding firm. Second, we contribute to the literature on the value of diversification by examining how merger bids and terminations affect the relative values of bidders attempting diversifying and focusing takeovers. Our evidence enables us to differentiate between the synergistic and agency views of mergers. We find significant differences in the responses of firms attempting focusing versus diversifying mergers. The reversal of bid announcement returns by termination announcement returns is significantly different for focusing and diversifying firms. There is no reversal for diversifying firms while there is a partial reversal for focusing firms. This provides evidence in support of both the synergistic and agency views of mergers. Synergies are evident in focusing mergers while agency costs are evident in diversifying mergers. Third, we contribute to the literature on the valuation effects of mergers by using data from the 1991-2000 period to re-examine the important topic of who wins and who loses when mergers are terminated. Previous research examining terminated mergers has relied exclusively upon data from the 1980s.

• Item Type: MPRA Paper
• Institution: DePaul University
• Language: English
• Keywords: acquisition; diversification; focus; merger; signaling; takeover; terminated merger
• Subjects: G - Financial Economics > G3 - Corporate Finance and Governance > G34 - Mergers ; Acquisitions ; Restructuring ; Corporate Governance; G - Financial Economics > G1 - General Financial Markets > G14 - Information and Market Efficiency ; Event Studies ; Insider Trading

References

Amihud, Y., Dodd, P., and Weinstein, M., 1986 Conglomerate Mergers, Managerial Motives, and Stockholder Wealth, Journal of Banking and Finance 10, 401-410.

Amihud, Y., and Lev, B., 1981, Risk Reduction as a Managerial Motive for Conglomerate Mergers, Bell Journal of Economics 12, 605-617.

Asquith, P., 1983, Merger Bids, Uncertainty, and Stockholder Returns, Journal of Financial Economics 11, 51-83.

Baker, G., Jensen, M., and Murphy, K., 1988, Compensation and Incentives: Practice vs. Theory, The Journal of Finance 43, 593-616.

Berger, P., and Ofek, E., 1995, Diversification’s Effect on Firm Value, Journal of Financial Economics 37, 39-65.

Bhagat, S., Shleifer, A., Vishny, R., 1990, Hostile Takeovers in the 1980s: The Return to Corporate Specialization, Brookings Papers on Economic Activity, 1-72.

Bradley, M., 1980, Interfirm Tender Offers and the Market for Corporate Control, Journal of Business 53, 345-376.

Bradley, M., Desai, A., and Kim, E., 1988, Synergistic Gains from Corporate Acquisitions and Their Division Between the Stockholders of Target and Acquiring Firms, Journal of Financial Economics 21, 3-40.

Bruner, Robert F., 2002, Does M&A Pay? A Survey of Evidence for the Decision Maker, Journal of Applied Corporate Finance 12, 48-68

Chang, S., and Suk, D. 1998, Failed Takeovers, Methods of Payment, and Bidder Returns, The Financial Review 33, 19-32.

Comment, R., and Jarrell, G., 1995, Corporate Focus and Stock Returns, Journal of Financial Economics 37, 67-87.

Davidson, W., Dutia, D., and Cheng, L., 1989, A Re-examination of the Market Reactions to Failed Mergers, The Journal of Finance 44, 1077-1083.

DeLong, G., 2001, Stockholder Gains from Focusing versus Diversifying Bank Mergers, Journal of Financial Economics 59, 221-252.

Denis, D., and Serrano, J., 1996, Active Investors and Management Turnover Following Unsuccessful Control Contests, Journal of Financial Economics 40, 239-266.

Dodd, P., and Ruback, R., 1977, Tender Offers and Stock Returns: An Empirical Analysis, Journal of Financial Economics 5, 351-374.

Dodd, P., 1980, Merger Proposals, Management Discretion and Stockholder Wealth, Journal of Financial Economics 8, 105-137.

Dodd, P., and Warner, J., 1983, On Corporate Governance: A Study of Proxy Contents, Journal of Financial Economics 11, 401-438.

Eckbo, B., 1983, Horizontal Mergers, Collusion, and Stockholder Wealth, Journal of Financial Economics 11, 241-274.

Healy, P., Palepu, K., Ruback, R., 1992, Does Corporate Performance Improve After Mergers? Journal of Financial Economics 31, 135-176.

Jensen, M., and Murphy, K., 1990, Performance pay and top management incentives, Journal of Political Economy 98, 225-264.

Lang, L., Stulz, R., 1994, Tobin’s Q, Corporate Diversification and Firm Performance, Journal of Political Economy 102, 1248-1280.

Lang, L., Stulz, R., and Walking, R., 1989, Managerial Performance, Tobin’s Q, and the Gains from Successful Tender Offers, Journal of Financial Economics 24, 137-154.

Lang, L., Stulz, R., and Walking, R., 1991, A Test of the Free Cash Flow Hypothesis: The Case of Bidder Returns, Journal of Financial Economics 29, 315-336

Levy, H., and Sarnat, M., 1970, Diversification, Portfolio Analysis and the Uneasy Case for Conglomerate Mergers, The Journal of Finance 25, 795-802.

Lewellen, W., 1971, A Pure Financial Rationale for the Conglomerate Merger, The Journal of Finance 26, 521-537.

Mann, S., and Sicherman , N., 1991, The Agency Costs of Free Cash Flow: Acquisition Activity and Equity Issues Journal of Business 13, 213-227

Megginson W., Morgan A., Nail L., 1997,Corporate Focus and Corporate Acquisitions: Theory and Evidence, Working Paper, University of Georgia.

Maquieria, C., Megginson, W., and Nail, J., 1998, Wealth Creation versus Wealth Redistribution in Pure Stock-for-Stock Mergers, Journal of Financial Economics 48, 3-33.

Morck, R., Shleifer, A., and Vishny, R., 1990, Do Managerial Objectives Drive Bad Acquisitions? The Journal of Finance 45, 31-48.

Safieddine, A., and Titman, S., 1999, Leverage and Corporate Performance: Evidence from Unsuccessful Takeovers, The Journal of Finance 54, 547-580.

Servaes, H., 1996, The Value of Diversification During the Conglomerate Merger Wave, The Journal of Finance 51, 1201-1225.

Sicherman, N., and Pettway, R., 1987, Acquisition of Divested Assets and Shareholder Wealth. Journal of Finance 42, 1261-1273.

Smith, A., 1990, Corporate Ownership Structure and Performance, Journal of Financial Economics 27, 143-169.

Stapleton, R., 1982, Mergers, Debt Capacity, and the Valuation of Corporate Loans, in Keenan, M., White, L.J. (Eds.) Mergers and Acquisitions, Chapter 2. D.C. Heath, Lexington, MA.

Weston, F., Mansinghka, S., 1971, Tests of the Efficiency Performance of Conglomerate Firms, The Journal of Finance 42, 943-963.

Williamson, O., 1975, Markets and Hierarchies: Analysis and Antitrust Implications. Free Press, New York.