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THE TIMING OF
MERGER ACTIVITY
Weston, Mitchell, Mulherin
CONCEPTUAL FRAMEWORK
Coase (1937)
Technological change -> firm size
Merger will be related to technological change
Jensen (1993)
Associated merger activity with technological
change
Factors that influence merger : input prices,
legal/political/regulatory, innovations in
financing
EARLY MERGER
MOVEMENTS
THE CONGLOMERATE
MERGERS OF THE 1960S
THE CONGLOMERATE
MERGERS OF THE 1960S
THE CONGLOMERATE
MERGERS OF THE 1960S
P/E MAGIC
Buyer
(1)
Seller
(2)
10
Combined
(3)
20
Explanation for
(3)
P/E
20
Assumed
Net Income
(1) + (2)
Shares
Outstanding
20 mio
20 mio
32 mio
EPS
$5
$5
$6.25
$200 / 32
MV per share
$100
$50
$125
20 X $6.25
THE CONGLOMERATE
MERGERS OF THE 1960S
P/E MAGIC
Buyer
Seller
Premerger Postmerge
r
Premerger
Postmerger
EPS
$5
$6.25
$5
$3.75
Market Price
per Share
$100
$125
$50
$75
Total Market
Value
$2 billion
$2.5 billion
$1 billion
$1.5 billion
bonds)
Leveraged Buyouts (LBO)
Bustup Acquisitions
STRATEGIC MERGERS,
1992-2000
TIMING OF MERGER
ACTIVITY
TWO BROAD GENERALIZATION
:
Each of the major merger
movements reflected some
underlying economic or
technological factor
Some common economic factors are
associated with different levels of
merger activity
INDUSTRY CLUSTERING
1919-1930
3009 meRGERS
Others; 33%
5 industries; 68%
Mergers activity
cluster in time
and cluster in
specific industry
Eis(1969) and
Gort(1969) found similar
patterns in 1919-1930
and in the 1950s.
INDUSTRY CLUSTERING
(1980s)
Industry
Others; 33%
time
INDUSTRY CLUSTERING
(1990s)
MERGERS AND
DEREGULATION
1980S
Deregulated; 15%
Analysed by Andrade,
Mitchell, and Stafford
(2001).
After 1988
Industries with
substantial
deregulation:
1.Airlines (1978)
2.Broadcasting
(1984)
3.Utilities (1992)
4.Telecommunication
Winsto
n
(1988)
INTERNATIONAL
PERSPECTIVES
Study by McGowan(1971): Merger activity
clustered in particular industries during sample
period.
M&A activity is determined by economic and
financial forces.
CHAPTER 8
EMPIRICAL TESTS OF M&A PERFORMANCE
Theories based on
synergy and efficiency
Theories based on
agency cost and
hubris
EVENT STUDY
1960
1970
1980
1990
2000
ADDITIONAL ANALYSIS
Adding correlation
Berkovich and Narayanan(1993): distinguish
between synergy, hubris, and agency theory.
Result: 76% positive and significant
Banking industry
Becher(2000): bank mergers create wealth. For
time period 1980-1997, combined
return=3.53%.
Brook, Hendershott, Lee(1998): Study the period
of Interstate Banking and Branching Efficiency
Act in 1994. Takeover deregulation created
value.
FACTORS RELATED TO
TARGET RETURNS
1. Method of
payment
2. Number of
bidders
1. METHOD OF PAYMENT
14.40%
23.30%
Observation: 19771982
29.30%
13.90%
Cash deals create
more wealth for target
32.20%
Observation: 1973shareholders 27.50%
1983
20.50%
21.10%
Observation: 19721987
26.70%
13.00%
0.00%
Observation:
1973-
1988
20.10%
Cash
Stock
Combined
2. NUMBER OF BIDDERS
Before
Announceme
nt
25.98%
23.95%
Observatio
n: 19631984
46.12%when
On average, target returns are larger
After
26.65%
more than one firm publicly bids Announceme
for the
nt
30.50%
target.
Observatio
n: 19721987
20.80%
Before
Announceme
nt
12.70%
Observatio 13.40%
n: 19751991
After
Announceme
nt
18.20%
8.50%
Single
Multiple
TARGET RUN-UP
Takeovers target experience positive
stock return run-up prior to acquisition
announcement. On average: 11.8%
Why?
FACTORS RELATED TO
BIDDER RETURNS
Method of
payment
Single vs multiple
bidders
1. Method of payment
No. Of
Time Period Observation
s
Event
Window
Travlos (1987)
1972 - 1981
167
(-10,
+10)
1973 - 1983
186
(-1, 0)
Servaes (1991)
1972 - 1987
380
1973 - 1998
3.668
Research Paper
Andrade,
Mitchell
and Stafford (2001)
(-1,
resolve)
(-1, +1)
(-20,
close)
Cash
(%)
Mixed
(%)
Stock
(%)
-0,13
NA
-1,6
0,2
-1,47
-2,4
3,44
-3,74
-5,86
0,4
NA
-1,5
-0,2
NA
-6,3
contd
Andrade, Mitchell and Stafford (2001) :
Research
Paper
Time
Period
No. Of
Obsrv
Event
Window
Singl Multip
e (%) le (%)
Bradley et
al. (1988)
19631984
236
(-20,+1)
(-20, +40)
2,75
2,97
-0,41
-0,21
Servaes
(1991)
19721987
384
(-1,
resolve)
-0,35
-2,97
Schwert
(1996)
19751991
1.523
(-42, +1)
(0, +126)
1,9
-0,4
0,2
-3,5
First
Bid
(%)
2,0
Late
Bid
(%)
-2,5
Contd
Bradley et al :
Contd
Do bad bidders become good
targets?
The more negative the market
response is to a firms acquisition, the
greater likelihood is that the firm will
become takeover target(Mitchell and
Lehn, 1990)
TAKEOVER REGULATION
AND TAKEOVER HOSTILITY
EFFECT OF THE WILLIAMS ACT
Bradley, Desai, and Kim (1988)
Combined return to takeovers did not change in the
period before and after William Act (1968), but the
distribution between targets and bidders was shifted.
Target premiums increased and bidder return fell.
EFFECT OF TAKEOVER IMPEDIMENTS IN THE 1980s
Schwert (1995)
The decline in the takeover market in the late 1980s
was due to general economic conditions rather than
factors such as state laws or poison pills.
Contd
TAKEOVER HOSTILITY
Hostile takeover means different things to
different people (Schwert, 2000)
POSTMERGER OPERATING
PERFORMANCE
Healy, Palepu, and Ruback (1992)
OCF for the merged firms increased
relative to industry benchmarks, driven
by an improvement in asset turnover
for the merged firms.
The announcement returns accurately
forecast postmerger performance
consistent with efficient markets theory
EFFICIENCY VS MARKET
POWER
EFFICIENCY
MARKET POWER
EFFECT CONCENTRATION
IMPACT ON MACROCONCENTRATION
Aggregate concentration has been virtually
unchanged or lower during the last two
decades despite increased merger activity.
IMPACT ON MICROCONCENTRATION
The weighted average level of
concentration stayed relatively constant
about 40% over decades of the 1960s and
1970s.