Search results

The purpose of this paper is to analyze the implications of the target valuation uncertainty on the wealth distribution between the target and acquirer firms in successful mergers. The paper specifically analyzes the division of the total dollar gains between the two parties and also whether the target and/or the acquirer experience a positive/negative gain in mergers when valuation of the target company is more uncertain.

The analyses contrast the implications of the uncertainty in three well‐known merger hypotheses; the market‐for‐corporate‐control, hubris and synergy.

The results are supportive of the implications of the synergy hypothesis. As target valuation uncertainty decreases, it is more likely that both parties experience positive gains from the transaction although more of the gains from the merger significantly shift towards the target company.

Results suggest that both parties are bargaining on the synergy gains and the target is able to negotiate a greater portion of the synergy gains when the value of the target becomes more predictable.

The proliferation of mergers during the 70s and 80s has generated voluminous amounts of research with a primary focus on the impact to the shareholders from both the acquired and the acquiring firms. Relatively little research has been placed on the valuation process itself, especially within the international merger setting. To fill the void, this article details a valuation process based on capital budgeting. This approach is designed for use by foreign firms contemplating mergers or acquisitions across international borders. The framework may also be used to help explain the increasing numbers of non‐US acquisitions of US firms and to make inferences about divestiture and leveraged buy‐out (LBO) activity.

Merging two real estate investment trusts (REITs) consolidates two real estate portfolios. The purpose of this paper is to provide further evidence on the market’s valuation of property type and geographic diversification of REITs by looking at the diversification impact of mergers involving domestic REITs in the Modern REIT era (post 1992).

The authors classify equity REIT mergers according to whether they maintain portfolio focus or alter their focus with respect to the geography and property type distribution of the underlying real estate. Then, using a domestic REIT index, the authors examine abnormal returns around the merger announcement to ascertain how portfolio changes affect value.

Although the results show no abnormal returns to the combined REIT for the 126 mergers in the sample, mergers that maintain geographic focus and alter the property focus contribute positively to the abnormal returns. Acquiring REITs show negative abnormal returns for mergers that either diversify geography or maintain property focus. Target REITs earn positive abnormal returns no matter the diversification impact of the merger.

The results suggest that changes to the composition of the REIT’s property portfolio have valuation implications. The results suggest that during the modern REIT Era, property diversification created positive wealth effects for the acquirer.

This research adds to the evidence on how REIT investors value changes in the diversification of the underlying properties, and implies that the investor perception of portfolio effects from mergers may vary over time as the REIT industry expands and consolidates.

Does target firm shareholders excessively paid or adequately rewarded or stumpy compensated? To address this query, the study aims to remix valuation parameters for better combination of mixture so that it represents fair deal value in merger and acquisition (M&A) negotiation process. The purpose of the study is to redesign the existing valuation methods, craft new models and compare them to suggest perceptive guidelines for “valuation governance”.

This research reconstructs discounted cash flows (DCF) and net asset valuations (NAV), originate NRR‐APB approach, MCF‐RS and MCF‐ES and finally compare all seven methods for each select company in the respective industry/sector. Exclusively, estimating the forecasting hurdle rate (FHR) is a core competence of valuation process.

Among the valuation models, all seven methods for select companies have been reported diverse values, however NRR‐APB approach describe factual enterprise value for bargaining the value of target firm in structuring M&A deals.

Due to petite sample, study has limited scope to validate the proposed conceptual models for valuation governance. Particularly, models have developed under the Indian accounting regulations, standards and reporting mechanism. Though, it can be practiced in other accounting standards on trail and error basis.

Valuation practitioners, governments, consultants, M&A advisory, market research and academia may implement these business valuation techniques, guidelines and implications in particular sector/industry to protect the interest of target firm shareholders and justify the consistent value for acquirer/bidding firm. Accordingly, stakeholders' interest could also be sheltered.

The paper intends to introduce NRR‐APB approach, MCF‐RS and MCF‐ES, reengineering DCF and NAV and compare these valuation methods on three companies each in select two industries, auto ancillary and hotels and resorts. Further, it would be adding a token of contribution to the notable area corporate finance. Hence, this article is the first study to argue on valuation governance and recommend state to enact immediately in India.

This paper extends the merger pricing model associated with Larson‐Gonedes to the general question: how well does the premium developed from the pricing model forecast the securities market reaction of the actual merger? Based on a sample of 91 common stock mergers, shareholders in participating firms incur wealth losses about half the time but the magnitude of the gains outweighs the losses such that statistically significant gains are reported for both buyers and sellers. Removal of market wide price movements further increases the gains to shareholders. However, the premium consistently overstates the gain obtained by acquired firms and bears no systematic relationship to the gains registered by shareholders of acquiring firms. Financial analyses of mergers have focused almost exclusively on mergers as “events” with resultant measurements in abnormal returns surrounding the merger announcement/consummation to shareholders, and occasionally bondholders, in both buying and selling firms. Recent reviews of these studies by Halpern (1983), Jensen and Ruback (1983), and especially Roll (1986) stress the tentativeness of the findings and the ambiguity of their interpretation. The common feature of all this analysis has been on the ex post valuation of the merger event by the securities market from an informational content perspective. Alternatively, these studies have evaluated indirectly whether the price premium paid in an acquisition exceeds, equals, or is less than the market's valuation of the net present value of the merger, and how the spoils/losses are distributed between acquirers and acquirees. But never is the bid premium itself determined and then compared to the market's reaction upon public announcement. As Roll argues, the merger process involves three steps: “First, the bidding firm identifies a potential target firm; second, a ‘valuation’ of the equity of the target is undertaken…; third, the ‘value’ is compared to current market price… If value exceeds price, a bid is made…” Roil (1986, p. 198). This paper links the price premium offered in mergers to the market's reaction to the news of the merger, or alternatively, it compares Roll's steps two and three. The merger pricing model used is the exchange ratio determination model developed by Larson and Gonedes (1969) and applied to mergers by Conn and Nielsen (1977). The pricing model, commonly cited in finance texts (eg. Copeland and Weston (1988, pp. 757–763), has the advantage of being deterministic and thus provides a direct measure of the bid premium subject to a pareto optimal wealth constraint for shareholders in both buying and selling firms. The principal question this paper asks is: Does the price premium provide a consistent, unbiased forecast of the market's reaction? This is an important question from both the bidding firms' and target firms' perspectives for several reasons. First, the terms of the negotiated merger may signal important information to the securities market regarding the degree of agency costs in the merging firms. For example, an excessively high negotiated price for the target may indicate either the bidder has inept management or management insulated from shareholder interests. Thus, the terms of a merger may reflect not only the participants' expectations regarding the merger itself, but also be influenced by existing — although previously unknown — agency costs. The signalling information contained in merger announcement may obviously mask the expectational information, creating ambiguity in interpretation of market reaction. Second, distribution of the market reaction for buyers and sellers is important not only to participating firms' shareholders, but also to the effectiveness of the market for corporate control. A perfectly competitive merger market assures that merger premiums equal the expected value of the increased market values of merging firms. Thus, divergences between premiums and subsequent market reactions may have important implications for assessing the degree of competitiveness in the merger market, and hence, the effectiveness of mergers as a disciplinary force in the market for corporate control. Finally, the adequacy of ex ante merger pricing models remains an unexplored issue. Using an improved methodology, the Larson and Gonedes (LG) model is expanded to adjust for market wide movements in PE ratios; thus, merger specific influences on wealth positions are more clearly focused upon in contrast to the earlier work by Conn and Nielsen (1977). The earlier finding by Conn and Nielsen that approximately one half of mergers sampled in the 1960s failed to meet the pareto wealth constraint for participating firms is therefore re‐examined with an improved methodology and more recent sample of mergers occurring through 1979. The paper is organised as follows. Section I reviews and critiques the Larson‐Gonedes merger pricing model. Section II describes the empirical methodology and sample. Section III presents the empirical results and Section IV concludes with a summary.

The primary purpose of this paper is to test the prediction that overpricing drives merger waves.

The authors supplement proxies of overpricing from the existing literature such as subsequent under‐performance, the form of consideration/financing and low Book‐to‐Market ratios with an approach based on analysts' earnings forecasts. The authors maintain that over‐pricing is associated with relatively optimistically biased forecasts and use a metric based on subsequent earnings disappointments to represent mispricing.

It is reported that acquirers in hot markets are overpriced relative to acquirers in cold markets on almost all measures of over‐pricing thus supporting the behavioural theory. However, having controlled for optimistically biased expectations the long‐run BHARs to acquisitions in hot markets exceed those of acquisitions made in cold markets. These results therefore support the neoclassical theory's contention that post‐acquisition returns in merger waves are better than the unobserved alternative without the acquisition. The authors infer that neither the neoclassical nor behavioural theory on its own can provide a complete description of merger waves.

The authors exploit earnings forecasts to establish evidence of overpricing in a manner that is novel to the M&A literature. It is found that financing/consideration is significant in explaining subsequent under‐performance only in hot markets. This result is unaffected by controls for mispricing. The authors infer that the use of equity financing is driven by both behavioural timing and also by a desire to share any shortfall due to the increased potential for overpayment in hot markets.

Value is one of the most central concepts in mergers and acquisitions (M&As); however, a broad and systematic examination of value’s various connotations and respective uses is yet to be developed. The chapter canvasses wider theory on value and illustrates how its varieties across economics and ethics share common roots through which they supplement each other. It reviews how these forms of value have been used in research on M&As. Studies in strategic management have predominantly used ‘value’ to address shareholder value or have left it undefined by assuming a common understanding of value creation. Research in organisational behaviour and human resources has addressed ‘values’, often through culture, but the focus is largely with the utility of values to value. The authors outline an agenda for future research on value(s) in M&As, whereby it is theorised in integrative, relational, dynamic and pluralistic terms. Studies need to: (i) clearly articulate value(s): for whom? how? and to what effect?; (ii) examine value relations in both social and economic terms, and address the value(s) that are good for a range of internal and external stakeholders; (iii) recognise that at the heart of both value and values are processes and practices of evaluation whereby value(s) are regenerated through multiple contextual positions and contingent relationships, and (iv) explicate the contestation that shapes which values ought to be valued and articulate the ethics inherent in the varieties and values of value and their consequences for a range of M&A constituents.

Set in September 1992, this exercise provides teams of students the opportunity to negotiate terms of a merger between AT&T and McCaw Cellular. AT&T, one of the largest U.S. corporations, was the dominant competitor in long-distance telephone communications in the United States. McCaw was the largest competitor in the rapidly growing cellular-telephone communications industry. Prior to the negotiations, AT&T had no position in cellular communications. This case and its companion (F-1143) are designed to allow students to be assigned roles to play. The case may pursue some or all of the following teaching objectives: exercising valuation skills, practicing strategic analysis, exercising bargaining skills, and illustrating practical aspects of mergers and acquisitions.

Within the context of mergers and acquisitions, the purpose of this paper is to clarify the relationship between the deal initiator and various outcomes of the deal, particularly in consideration of the cash position of the acquiring firm.

Using hand-collected deal initiation data from various filings on the Securities Exchange Commission EDGAR online database, this paper performs a series of event study analyses, multivariate analyses, a Heckman two-step estimation procedure, and an instrumental variable approach to examine merger outcomes.

This paper finds that many merger and acquisition (M&A) outcomes (target and acquirer announcement returns, acquirer long-run returns, premiums, and the method of payment) are significantly related to deal initiation, particularly in consideration of the cash position of the acquiring firm. Overall, evidence is seen as consistent with the theory that “lemons” selectively approach cash-rich acquirers, often to the acquirers’ detriment.

This paper finds that target-initiated deals are not necessarily associated with poorer transaction outcomes for targets as contemporaneous studies suggest, and presents the first empirical evidence of M&A outcomes related to the deal initiator which are dependent on the cash position of the acquiring firm.

Set in May 2008, this case reflects the separate perspectives of chief executive officers Tom Eliot and Bill Flinder as they approach the negotiations of RSE International Corporation to acquire Flinder Valves and Controls Inc. The task for the student is to complete a valuation analysis of the target and buyer and to negotiate a price and exchange ratio with the counterparty. The intent of the case design is for students to be organized into teams and assigned to play the part of either Flinder Valves or RSE International in the negotiation. The case provides supplementary private information for each side of the transaction. Therefore, a unique element of the case is negotiating the terms of acquisition in an environment of asymmetric information. The case is relatively simple and provides a first exercise in the negotiation of an acquisition. It could also be taught in the usual case-discussion fashion instead of the intended joint-negotiation exercise.