Merger negotiations with stock market feedback

Merger negotiations routinely occur amidst economically significant a target stock price runups. Since the source of the runup is unobservable (is it a target stand-alone value change and/or deal anticipation?), feeding the runup back into the offer price risks "paying twice" for the target shares. We present a novel structural empirical analysis of this runup feedback hypothesis. We show that rational deal anticipation implies a nonlinear relationship between the runup and the offer price markup (offer price minus runup). Our large-sample tests confirm the existence of this nonlinearity and reject the feedback hypothesis for the portion of the runup not driven by the market return over the runup period. Also, rational bidding implies that bidder takeover gains are increasing in target runups, which our evidence supports. Bidder toehold acquisitions in the runup period are shown to fuel target runups, but lower rather than raise offer premiums. We conclude that the parties to merger negotiations interpret market-adjusted target runups as reflecting deal anticipation.Merger negotiations; stock market feedback

Merger Negotiations and the Toehold Puzzle

The substantial control premium typically observed in corporate takeovers makes a compelling case for acquiring target shares (a toehold) in the market prior to launching a bid. Moreover, auction theory suggests that toehold bidding may yield a competitive advantage over rival bidders. Nevertheless, with a sample exceeding 10,000 initial control bids for US public targets, we show that toehold bidding has declined steadily since the early 1980s and is now surprisingly rare. At the same time, the average toehold is large when it occurs (20%), and toeholds are the norm in hostile bids. To explain these puzzling observations, we develop and test a two-stage takeover model where attempted merger negotiations are followed by open auction. With optimal bidding, a toehold imposes a cost on target management, causing some targets to (rationally) reject merger negotiations. Optimal toeholds are therefore either zero (to avoid rejection costs) or greater than a threshold (so that toehold benefits offset rejection costs). The toehold threshold estimate averages 9% across initial bidders, reflecting in part the bidder\u27s opportunity loss of a merger termination agreement. In the presence of market liquidity costs, a threshold of this size may well induce a broad range of bidders to select zero toehold. As predicted, the probability of toehold bidding decreases, and the toehold size increases, with the threshold estimate. The model also predicts a relatively high frequency of toehold bidding in hostile bids, as observed. Overall, our test results are consistent with rational bidder behavior with respect to the toehold decision

Merger Negotiations with Stock Market Feedback

Do preoffer target stock price runups increase bidder takeover costs? We present model-based tests of this issue assuming runups are caused by signals that inform investors about potential takeover synergies. Rational deal anticipation implies a relation between target runups and markups (offer value minus runup) that is greater than minus one-for-one and inherently nonlinear. If merger negotiations force bidders to raise the offer with the runup—a costly feedback loop where bidders pay twice for anticipated target synergies—markups become strictly increasing in runups. Large-sample tests support rational deal anticipation in runups while rejecting the costly feedback loop

Rumor rationales: The impact of message justification on article credibility

We perform content analysis on a unique sample of 2074 first-instance published takeover rumors to study how the rationale underlying a publication relates to its credibility and its association with firm returns and rumor accuracy. While most takeover rumors are inaccurate, we find that distinguishing between various justifications of potential takeover activity as provided within the published article serves to predict takeover announcements, subsequent firm abnormal returns, and – to a lesser extent – premiums. In addition, we note a clear distinction in results based upon the informative versus speculative nature of the rumor. We interpret this evidence as supportive of our hypothesis that the underlying rationale justifying the release of public information affects firm share prices and aids in predictability

The Stock Market Evaluation of IPO-Firm Takeovers

We conduct an event study to assess the stock market evaluation of public takeover announcements. Unlike the majority of previous research, we specifically focus on acquisitions targeted at newly public IPO-firms and show that the stock market positively evaluates these M&As as R&D. However, bidders' abnormal announcement returns are significantly lower for takeovers directed at targets with critical intangible assets and innovative capabilities inalienably bound to their initial owners than for those that have internally accumulated respective resources and capabilities. We explain these findings with the acquirer's post-acquisition dependence on continued access to the IPO-firm founders' target-specific human capital. Our results contribute to literature in that they show that the stock market perceives these potential impediments to successful exploitation of acquired strategic resources and thus identify a potential cause for heretofore mostly inconsistent evidence on bidder abnormal returns in corporate takeovers found in previous research

Bankruptcy : a proportional hazard approach

The recent dramatic increase in the corporate bankruptcy rate, coupled with a similar rate of increase in the bank failure rate, has re-awakened investor, lender and government interest in the area of bankruptcy prediction. Bankruptcy prediction models are of particular value to a firm's current and future creditors who often do not have the benefit of an actively traded market in the firm's securities from which to make inferences about the debtor's viability. The models commonly used by many experts in an endeavour to predict the possibility of disaster are outlined in this paper. The proportional hazard model, pioneered by Cox [1972], assumes that the hazard function, the risk of failure, given failure has not already occurred, is a function of various explanatory variables and estimated coefficients multiplied by an arbitrary and unknown function of time. The Cox Proportional Hazard model is usually applied in medical studies; but, has recently been applied to the bank failure question [Lane, Looney & Wansley, 1986]. The model performed well in the narrowly defined, highly regulated, banking industry. The principal advantage of this approach is that the model incorporates both the survival times observed and any censoring of data thereby using more of the available information in the analysis. Unlike many bankruptcy prediction models, such as logit and probit based regression models, the Cox model estimates the probability distribution of survival times. The proportional hazard model would, therefore, appear to offer a useful addition to the more traditional bankruptcy prediction models mentioned above. This paper evaluates the applicability of the Cox proportional hazard model in the more diverse industrial environment. In order to test this model, a sample of 109 firms was selected from the Compustat Industrial and Research Industrial data tapes. Forty one of these firms filed petitions under the various bankruptcy acts applicable between 1972 and 1985 and were matched to 67 firms which had not filed petitions for bankruptcy during the same period. In view of the dramatic changes in the bankruptcy regulatory environment caused by the Bankruptcy reform act of 1978, the legal framework of the bankruptcy process was also examined. The performance of the estimated Cox model was then evaluated by comparing its classification and descriptive capabilities to those of an estimated discriminant analysis based model. The results of this study indicate that while the classification capability of the Cox model was less than that of discriminant analysis, the model provides additional information beyond that available from the discriminant analysis.Business, Sauder School ofGraduat

Competition and corporate tender offer contests

This thesis presents an empirical investigation of the role of competition in determining (1) bidder firm behaviour in, and (2) the resulting valuation effects of, corporate takeovers. The study is based on the most comprehensive sample currently available of interfirm tender offers for publicly traded U. S. target firms during the period 1971-1990. Corporate takeover contests differ in complex ways with respect to the asymmetric information and bargaining environment, distributions of bidder reservation values and target share ownership, and information acquisition costs. There is substantial theoretical work examining the strategic role of the choice of payment method, bidder elimination and target management resistance, and of particular interest in this thesis, pre-bid acquisition of target shares ("toehold") and its impact on the subsequent tender offer price. Despite a voluminous empirical literature on corporate acquisitions, systematic evidence on the extent and role of bidder toeholds on bidding strategies is sparse. While the toehold has been shown to be prevalent in takeover contests, the extant empirical literature contains few results pointing to the strategic role suggested by theory. The lack of statistical significance may reflect a combination of small samples, weak experimental design, and biases in estimation. This thesis remedies the small sample problem by examining more than 1350 takeover contests in the U. S. from 1971 to 1990. The experimental design is improved by including a larger set of sample controls, and addressing the bias issue by estimating a set of equations which simultaneously determines the toehold and the takeover premium. The wealth effects of takeover contests are estimated as a function of toeholds, the number of bids/bidders, the outcome of the bid, and the target management response. Other empirical issues, including the effect of toeholds on the probability of target management resistance and emergence of a second bid in the contest, are also examined. Finally, a new econometric technique is developed for simultaneously estimating event probabilities and conditional expected event returns in order to determine whether entering the takeover auction, and responding to rival bids for the target shares, on average enhances the wealth of the initial bidders' shareholders.Business, Sauder School ofGraduat

A Dynamic Model of Corporate Acquisitions

Using a game-theoretic real option approach, this paper presents a model of corporate acquisitions. We incorporate imperfect information about synergy gains, strategic interaction among competing bidders, and between the successful bidder and the target firm. Assuming the absence of managerial motives, the model is able to explain some empirical regularities that have only been explained under the agency and hubris hypotheses. Undervaluation, asymmetric distribution of gains, and divestitures are a natural output in our model. This theoretical model suggests that controlling for industry characteristics is an important element in empirical research