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Article
Publication date: 16 May 2024

Mouna Zrigui, Imen Khanchel and Naima Lassoued

From a target perspective, this paper aims to examine the impact of environmental, social and governance (ESG) performance on mergers and acquisitions (M&A) transaction valuations…

Abstract

Purpose

From a target perspective, this paper aims to examine the impact of environmental, social and governance (ESG) performance on mergers and acquisitions (M&A) transaction valuations.

Design/methodology/approach

This paper uses a sample of 629 international transactions conducted between 2002 and 2020. Ordinary least squares (OLS) regression was applied by using ESG aggregate score and the three ESG pillars: environment, social and governance.

Findings

This paper finds that the ESG performance of targets has a negative and significant impact on acquisition premiums. However, this paper finds that targets receive lower premiums by increasing their ESG score, suggesting that targets would do better to focus on ESG to increase shareholder wealth. Thus, results of this paper support the view that ESG-focused firms create shareholder value through the M&A process. Furthermore, results of this paper indicate that environmental and social aspects of ESG drive the acquisition premium. The governance score does not seem to be related to acquisition premiums.

Originality/value

To the best of the authors’ knowledge, this study is the first study to assess whether ESG performance impacts the valuation of M&A transactions by decomposing ESG into its three components.

Details

Review of International Business and Strategy, vol. 34 no. 4
Type: Research Article
ISSN: 2059-6014

Keywords

Article
Publication date: 16 August 2024

Jianan Li, Haemin Dennis Park and Jung H. Kwon

Drawing on the literature on technological acquisition and the knowledge-based view , this study examines how technological overlap between acquiring and target firms influences…

Abstract

Purpose

Drawing on the literature on technological acquisition and the knowledge-based view , this study examines how technological overlap between acquiring and target firms influences acquisition premiums. We further explore how the resulting synergies are contingent on the dynamic characteristics of the target firm, specifically its technology clockspeed and industry munificence. Technology clockspeed indicates the pace of technological evolution, reflecting internal dynamic resources, while industry munificence represents the abundance of external resources. These boundary conditions illustrate the dynamics of synergies, explaining their moderation effects on acquisition premiums.

Design/methodology/approach

We analyze a sample of 369 technological acquisitions by publicly traded U.S. firms between 1990 and 2011. To test our hypotheses, we used the ordinary least squares regression model with robust standard errors clustered by acquiring firms. In the robustness checks, we applied the generalized estimating equations to account for non-independent observations in our sample and verified that the results were robust to an alternative two-way clustering approach.

Findings

We suggest that a low level of technological overlap between an acquiring firm and its target firm leads the acquiring firm to offer a high acquisition premium because of the expected synergistic potential that evolves from combining two distant technological bases. We further find that this effect is contingent on the target firm's technology clockspeed and industry munificence. Specifically, the negative effect is amplified when target firms exhibit a rapid pace of technological evolution, whereas it is weakened when target firms operate in highly munificent industries characterized by robust growth and abundant resource flows.

Research limitations/implications

This study has several limitations, but it offers opportunities for future research. First, our sample is limited to domestic acquisitions between U.S. publicly traded firms, which may restrict generalizability. Cross-border acquisitions could reveal different dynamics, as technology leakage and national security concerns might make technological overlap a more sensitive factor. Additionally, private firms were not included, and their distinct strategic considerations could provide further insights. Future research could explore post-acquisition data to validate these synergies and expand the scope to include international contexts and private firms for a comprehensive analysis.

Practical implications

Our findings highlight important implications for managers in technology sector acquisitions. This study underscores the need for a thorough evaluation of target firms to avoid misjudging synergies. Low technological overlap can heighten expectations for value creation, making it crucial for executives to accurately assess potential synergies to prevent overestimation. Managers should consider both internal resources and external industry conditions when evaluating synergies. Ultimately, these insights help managers offer informed prices that reflect true strategic synergies, adopting effective valuation practices to mitigate risks of financial overpayments and poor post-merger performance.

Social implications

The social implications of our findings emphasize the broader impact of acquisition decisions on innovation and competition within the technology sector. By ensuring accurate valuation and avoiding overpayment, companies can allocate resources more efficiently, fostering sustainable growth and innovation. This diligent approach can reduce the risk of corporate failures.

Originality/value

This study makes two key theoretical contributions. First, it identifies technological overlap as a critical determinant of acquisition premiums in technological acquisitions, addressing gaps in the literature that focused on CEO characteristics and managerial attention. Second, it expands the theoretical framework by highlighting the dynamic nature of synergies, influenced by the target firm's technology clockspeed and industry munificence. By integrating both acquiring and target firm characteristics, this study provides a relational perspective on value creation, explaining why firms pay high premiums and offering a more comprehensive understanding of the strategic motivations in technological acquisitions.

Details

Journal of Strategy and Management, vol. ahead-of-print no. ahead-of-print
Type: Research Article
ISSN: 1755-425X

Keywords

Article
Publication date: 17 May 2024

Daoqin Han, Yue Sun, Yuan Wen, Lixun Su and Jiayuan Tan

The primary aim of this study is to resolve a longstanding debate concerning the impact of takeover premiums on post-acquisition performance. Specifically, we aim to examine how…

Abstract

Purpose

The primary aim of this study is to resolve a longstanding debate concerning the impact of takeover premiums on post-acquisition performance. Specifically, we aim to examine how acquirers' marketing capabilities and payment methods moderate the relationship between takeover premiums and post-acquisition performance.

Design/methodology/approach

This study employs linear regression to examine the relationship between acquirers' marketing capabilities, payment methods, takeover premiums and post-acquisition performance in the Chinese manufacturing industry. Data for the analysis were collected from both mergers and acquisition (M&A) announcements and the China Stock Market & Accounting Research Database (CSMAR), covering 1,169 acquisitions from 2012 to 2021.

Findings

The results indicate that acquirers' marketing capabilities moderate the impact of takeover premiums on post-acquisition performance. When acquirers possess strong marketing capabilities, takeover premiums increase post-acquisition performance. Conversely, when acquirers lack strong marketing capabilities, takeover premiums are not significantly related to post-acquisition performance. Additionally, it is noteworthy that takeover premiums show a positive correlation with post-acquisition performance, irrespective of the payment methods employed by acquirers for target firms.

Originality/value

Given that takeover premiums are essential for acquiring resources from target firms, it is crucial to maximize the value of these acquired resources. Our findings suggest that acquirers with weaker marketing capabilities before the deal should consider a more conservative approach to pricing target firms.

Details

Marketing Intelligence & Planning, vol. 42 no. 4
Type: Research Article
ISSN: 0263-4503

Keywords

Article
Publication date: 28 June 2024

Malcolm Frodsham

The primary purpose of this Practice Briefing is to examine the implications of the recommendations of the Royal Institution of Chartered Surveyors (RICS) Review of Investment…

Abstract

Purpose

The primary purpose of this Practice Briefing is to examine the implications of the recommendations of the Royal Institution of Chartered Surveyors (RICS) Review of Investment Valuations to shift towards (explicit) discounted cash flow (DCF) valuations on valuers, clients, risk management and market data.

Design/methodology/approach

This Practice Briefing will develop a conceptual framework to articulate the impact of the shift towards explicit modelling assumptions in valuations. A comparative analysis is conducted to contrast traditional valuation approaches with an explicit DCF approach.

Findings

The proposed shift to DCF valuations in the real estate industry carries both subtle and profound implications. While on the surface, the move appears to bring minimal change since current valuations are already DCF-based, a deeper exploration reveals a potential transformation to the understanding, analysis and measurement of pricing and risks in commercial real estate.

Practical implications

The traditional techniques adopted in valuations have become pervasive in the industry, hindering more sophisticated modelling and analysis of individual assets and portfolios. Explicitly modelling assumptions in both the initial years of cash flow and perpetuity calculations would unveil fundamental relationships and rationales that have previously been buried within, and perhaps ignored by, an All Risks Yield (ARY).

Originality/value

This briefing identifies the cause of confusion when interpreting ARY differentials on implied target returns and risk and demonstrates how a change to explicit assumptions, such as growth and letting periods, would enhance transparency, enabling more informed client–valuer discussions, which in-turn will boost confidence in valuation accuracy, lead to more sophisticated asset modelling, market data, forecasting and market analysis.

Details

Journal of Property Investment & Finance, vol. 42 no. 4
Type: Research Article
ISSN: 1463-578X

Keywords

Article
Publication date: 5 July 2023

Paweł Wnuczak and Dmytro Osiichuk

While the existing studies largely suggest that valuation uncertainty benefits acquirers, who apply discounts to targets' value attributable to information asymmetry, the authors…

Abstract

Purpose

While the existing studies largely suggest that valuation uncertainty benefits acquirers, who apply discounts to targets' value attributable to information asymmetry, the authors argue that the opposite may be the case.

Design/methodology/approach

Through multivariate econometric analysis of transaction data, the authors establish the link between the degree of valuation uncertainty measured by targets' track of public listing and acquisition premia. The authors use text-mining tools to measure acquirer–target similarity and control for its role in intermediating the posited empirical relationships.

Findings

Having analyzed 618 acquisitions involving listed targets from China, the authors find that acquirers pay higher valuation premia for the more recently listed and relatively younger companies than for those with a longer history since floatation. Similar patterns apply to valuation multiples. Higher valuations are partially attributable to premia for control, as acquirers are likelier to buy a majority stake in the recently listed firms, especially if the latter are similar to them. Such transactions take less time to complete and involve a transfer of larger share blocks despite the higher degree of information asymmetry and a frequent lack of targets' operational profitability. The authors also observe a significant premium for target–acquirer similarity: acquirers appear to rush deal completion due to possible overestimation of targets' potential and familiarity bias.

Originality/value

The authors show that acquisition premia may be driven by acquirers' proclivity to place risky investment bets on the growth potential of opaque targets. This pattern may partially explain frequent failures of mergers and acquisitions (M&A).

Details

Managerial Finance, vol. 50 no. 2
Type: Research Article
ISSN: 0307-4358

Keywords

Article
Publication date: 27 September 2023

Mark L. Sirower, Chris E. Gilbert, Jeffery M. Weirens and Jacob A. VandeVanter

M&A success and synergies are regularly discussed in the practical literature, but synergies are typically treated as a static concept (how do you get them?) with little…

432

Abstract

Purpose

M&A success and synergies are regularly discussed in the practical literature, but synergies are typically treated as a static concept (how do you get them?) with little discussion of financial bet acquirers create in paying an up-front premium. We describe the importance of investor reactions, the nature of the challenge, and discuss synergies as a process with five rules of the road covering M&A strategy, diligence, culture, leakage, and validation and reporting. Potential acquirers must be better prepared before they commit these major capital investments, involving multiple stakeholders throughout the process of creating the value they are promising with M&A.

Design/methodology/approach

We report the important results of our 24-year study on acquirer performance, the persistence of investor reactions, and the role of the acquisition premium to support our position that synergies must be trackable and defendable before and after deal announcement. From our collective author experience of advising on many hundreds of synergy programs over the years, we distilled our experience based on the common lack of understanding of what is required by executives, and when, and what we have seen greatly improve the odds of success in achieving sufficient M&A synergies.

Findings

Major findings include: 1. Initial market reactions are good predictors of the future, most deals persist, positive or negative, and there is a big spread of returns between winners and losers with losers paying the highest premiums; 2. Premiums additions to target’s growth value and may require larger performance increases than acquirers expect; 3. Synergies are a dynamic process involving multiple stakeholders from becoming a prepared acquirer in M&A strategy, building an early synergy roadmap during diligence, understanding that culture and change issues launch at announcement and preparation must begin long before, anticipating leakage, and validating and reporting post-close.

Originality/value

Our study is original covering three waves of mergers over 24 years; we formalize the synergy challenge created by paying a premium with respect to the already existing growth expectations for the target; we make clear that ultimately validating synergies begins with M&A strategy and diligence through to the workings of an Integration Management Office, anticipating synergy leakage, and preparing employees for change.

Details

Strategy & Leadership, vol. 51 no. 6
Type: Research Article
ISSN: 1087-8572

Keywords

Book part
Publication date: 8 July 2024

Yonghoon G. Lee and HeeJung Jung

In conducting acquisitions, acquirers often hire financial advisors as independent third parties and ask for their endorsement, aiming to assuage their shareholders’ concerns. The…

Abstract

In conducting acquisitions, acquirers often hire financial advisors as independent third parties and ask for their endorsement, aiming to assuage their shareholders’ concerns. The market for financial advisors is status-based as acquirers seek higher-status advisors (rather than lower-status advisors) assuming that higher-status advisors can better discern good from poor acquisitions because they are more trustworthy and competent. The authors challenge such an assumption by suggesting that the status-based market for advisors may fail among middle-status advisors. Middle-status advisors experience strong competition from higher-status advisors in attracting and retaining clients. Such pressure incentivizes middle-status advisors to endorse even risky deals that are more likely to result in acquisition failure. In contrast, high-status advisors have little incentive to endorse risky deals; low-status advisors are overlooked by acquirers needing strong external endorsement. Based on 828 deals by US acquiring firms, the authors find advisors’ status and the acquisition premium their clients pay to have an inverted U-shaped relationship, suggesting that middle-status advisors have the greatest likelihood to endorse overvalued acquisition deals.

Details

Advances in Mergers and Acquisitions
Type: Book
ISBN: 978-1-83608-072-5

Keywords

Article
Publication date: 23 September 2024

Nicolas Depetris Chauvin, Antoine Pinède and David Priilaid

This paper aims to examine the convergence and divergence of business and production practices in the global wine industry, particularly focusing on Pinot Noir producers in…

Abstract

Purpose

This paper aims to examine the convergence and divergence of business and production practices in the global wine industry, particularly focusing on Pinot Noir producers in Burgundy, New Zealand and South Africa (SA). This study explores the interplay between firm-specific factors and regional contexts to identify competitive advantage drivers among Pinot Noir producers.

Design/methodology/approach

This research uses a comparative analysis approach, using data from a comprehensive winery level survey. This study applies methodologies akin to value chain analysis to unravel the configuration of productive and technology/knowledge creation activities within wineries across three regions.

Findings

This analysis reveals both convergence and divergence in business and production practices among Pinot Noir producers in Burgundy, New Zealand and South Africa. Although there is a degree of convergence in marketing, distribution and competition strategies, differences exist in production practices and firms’ capabilities. Burgundy emphasizes tradition and terroir expression, contrasting with the modernization and innovation focus observed in New Zealand and South Africa. However, all regions share a commitment to quality as a competitive advantage.

Research limitations/implications

This study acknowledges limitations such as the focus on a specific grape variety and regions, the absence of performance impact analysis and the need for additional variables like environmental, institutional and cultural factors and consumer preferences to provide a comprehensive understanding of industry dynamics.

Practical implications

The insights from this study offer practical implications for winemakers, industry stakeholders and policymakers. Producers can optimize production and marketing strategies based on regional contexts and market segments, whereas stakeholders can identify emerging trends and opportunities in the global wine market. Policymakers can develop targeted policies supporting innovation, sustainability and competitiveness.

Originality/value

This paper provides a unique contribution by conducting a comparative firm-level analysis across distinct wine-producing regions, shedding light on the nuanced interplay of factors shaping competitive advantage among Pinot Noir producers. This study’s comprehensive data set and methodological approach enhance understanding and offer valuable insights for industry stakeholders and policymakers.

Details

International Journal of Wine Business Research, vol. ahead-of-print no. ahead-of-print
Type: Research Article
ISSN: 1751-1062

Keywords

Article
Publication date: 31 October 2023

Júlio Lobão and Sofia P. Baptista

This study aims to examine the deterrent effect of the Market Abuse Directive (MAD) introduced in the European Union in 2003. The purpose is to evaluate whether the Directive has…

Abstract

Purpose

This study aims to examine the deterrent effect of the Market Abuse Directive (MAD) introduced in the European Union in 2003. The purpose is to evaluate whether the Directive has resulted in significant changes in pre-bid stock price run-ups observed in mergers and acquisitions within the Portuguese, Spanish and Greek stock markets.

Design/methodology/approach

The study analyzes a sample of 199 mergers and acquisitions in the aforementioned stock markets. The magnitude of pre-bid stock price run-ups is investigated as an indicator of illegal insider trading. The effects of the MAD, toehold positions of bidders and industry similarity between firms involved in the deals are assessed using statistical analysis.

Findings

The study’s findings indicate that the MAD has been ineffective in deterring investors from trading on non-public information. Pre-announcement price run-ups remain significant, suggesting ongoing illegal insider trading practices. Additionally, the research reveals that pre-bid stock price run-ups tend to be lower when bidders have established a larger toehold position in the target and when the firms involved in the deal belong to the same industry.

Originality/value

This study contributes to the existing literature by providing empirical evidence on the ineffectiveness of the MAD in deterring illegal insider trading. The findings highlight the limitations of increasing penalties without an effective monitoring system in place. Furthermore, the study identifies additional factors, such as toehold positions and industry similarity, that influence the magnitude of pre-announcement price run-ups in mergers and acquisitions.

Details

Studies in Economics and Finance, vol. 40 no. 5
Type: Research Article
ISSN: 1086-7376

Keywords

Article
Publication date: 9 August 2023

Paolo Barbieri, Brice Dattée and Santosh K. Mahapatra

This paper aims to examine how collaborative supplier development (SD) activities, supplier capabilities and buyer–supplier relationship interrelate in technology-based, luxury…

Abstract

Purpose

This paper aims to examine how collaborative supplier development (SD) activities, supplier capabilities and buyer–supplier relationship interrelate in technology-based, luxury product business contexts characterized by small volumes, difficult targets and resource constraints relative to those targets.

Design/methodology/approach

Using inductive case research method, the authors investigate multiple embedded cases involving six dyadic buyer–supplier relationships of two luxury product manufacturers in the motorcycle and automotive industries. Each dyad represents an important sub-system for which the buying firm committed significant SD efforts to help the supplier successfully achieve difficult targets.

Findings

The analysis reveals how paradoxical tensions might emerge as the firms engage in successful SD activities, which could lead to decreasing relationship commitment ultimately resulting in the termination of the relationship. The authors utilize the “value co-creation and value capture” paradox framework to understand the SD and relationship dynamic and characterize it as developing-leveraging paradox to explain its dualities, i.e. commitment-based SD efforts (increasing value co-creation), and unilateral leveraging of the newly acquired capabilities (increasing value capture) by both the buyer and the supplier. Overemphasis on value capture by one of the exchange partners spurs a detrimental vicious cycle leading to the decline of the relationship.

Research limitations/implications

The study explains the paradoxical dynamics that may emerge in SD activities of innovative, technologically complex, luxury product firms. The findings contribute to the SD literature by highlighting how learnings from SD activities could contribute to the dark sides of buyer–supplier relationship. The technologically complex, luxury product contextual characteristics of the study may limit the generalizability of the study findings.

Originality/value

The study provides novel insights into the emergence and management of paradoxes in buyer–supplier relationships, in terms of virtuous and vicious dynamics of developing-leveraging.

Details

International Journal of Operations & Production Management, vol. 43 no. 11
Type: Research Article
ISSN: 0144-3577

Keywords

1 – 10 of over 1000