...&a hubrisHUBRIS HYPOTHESIS The Hubris hypothesis implies that managers seek to acquire firms for their own personal motives and that the pure economic gains to the acquiring firm are not the sole motivation or even the primary motivation in the acquisition. It is argued that the evidence supports the hubris hypothesis as much as it supports other explanations such as taxes, synergy, and inefficient target management. The key element in this series of events is the valuation of an asset (the stock) that already has an observable market price. The pre-existence of an active market in the identical item being valued distinguishes takeover attempts from other types of bids, such as for oil-drilling rights and paintings. These other assets trade infrequently and no two of them are identical. This means that the seller must make his own independent valuation. There is symmetry between the bidder and the seller in the necessity for valuation. In takeover attempts, the target firm shareholder may still conduct a valuation, but it has a lower bound, the current market price. The bidder knows for certain that the shareholder will not sell below that; thus when the valuation turns out to be below the market price, no offer is made Theory predicts that the winning bid is an accurate assessment of value. In takeovers, however, if the initial bid (by the market) wins the auction, we throw away the observation. If all bidders accounted properly for the "winner's curse," there would be no...
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...Proceedings of the 2nd International Conference on Corporate Governance Garrow A New Hypothesis on the Determinants of Acquisitions Nigel Garrow Introduction Merger and acquisition (M&A) activity is a significant factor in business in most advanced economies. According to Thomson Reuters, the value of M&A deals completed globally during the 12 months to November 2009 was US$1.8 trillion. However, the acquirers’ shareholders often lose value. Much of the literature on M&A is centred on the UK and US markets, with only a modest level of research within Australia This paper suggests a new proposition to explain why M&A activity may be value destroying for the acquirers: Success or failure for the acquiring firm’s shareholders in M&A is a function of the combined tenure, personal motivation, and recent performance of the Chairman and Chief Executive Officer (CEO) of the acquiring firm. This examination of the combined effectiveness of the Chairman and CEO is not something that appears to have been undertaken before. The paper will present the constituent hypotheses of the main proposition, followed by a literature review, a presentation of findings from a pilot study, conclusions and next steps. Four constituent hypotheses, each of which refers to the performance of the Chairman and CEO, arise out of the pilot study: Hypothesis 1. The length of time that the Chairman and CEO of the acquiring firm have been together in their respective positions at the time of the acquisition...
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...MERGERS AND ACQUISITIONS LITERATURE REVIEW LUKE WALTON Table of Contents Abstract 3 Introduction 3 Background and motivation 3 Objective or aim of this literature review 4 Findings from current available literature 4 Issues from current research 5 Contribution to current literature and stakeholders 5 Section One 6 Motivation of M&A’s 6 Synergy 6 Agency theory 7 Hubris 7 Relationship between motives and financing 8 Section Two 9 Payment methods 9 Financing hierarchy vs. market conditions 9 Differing views on leverage 10 Valuation and the agency problem 10 Managerial ownership 11 Section Three 12 Performance of mergers and acquisitions 12 Performance indicators 12 Methodology 13 Profitability 13 Performance due to the motivation 14 Conclusion 15 Summary and findings 15 Areas of future research 17 Qualitative research in M&A’s 17 Decision making process for methods of payment 17 Unified methodology in determining M&A performance 17 References 19 Abstract Mergers and acquisitions have become a common practice for firms as a mean to expand and increase profitability. Existing evidence is still unable to strongly determine what factors make a successful M&A due to inconsistency in data and findings. This paper aims to provide an insight to the steps included in the M&A process by comparing existing literature and hopes to suggest key determinants of a successful M&A transaction. Evidence shows...
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...British Journal of Management, Vol. 9, 91-114 (1998) Attributes of Successful and Unsuccessful Acquisitions of US Firms^ Michael Hitt,* Jeffrey Harrison,^ R. Duane Ireland* arid Aleta Best§ *Lowry Mays College of Business Administration, Texas A&M University, College Station, TX 77843-4221, •College of Business Administration, University of Central Florida, Orlando, FL 32816, 'Hankamer School of Business, Baylor University, Waco, TX 76798-8004, and ^College of Business and Industry, University of Massachusetts Dartmouth, North Dartmouth, MA 02747, USA Acquisitive growth strategies continue to be popular, in spite of increasing evidence that they often do not enhance the financial performance of acquiring firms and may adversely affect innovation. However, some acquisitions are associated with both increases in financial performance and a strengthened commitment to R&D while others experience decreases in both. Multiple theories have been offered to explain acquisitions and their outcomes, but few have received strong empirical support. This paper describes a multiple rater, multiple-case study of acquisitions that had highly favourable outcomes and others that experienced highly unfavourable outcomes. All twelve of the high performing acquisitions studied were found to exhibit the dual characteristics offiriendlinessduring acquisition negotiations and resource complementarities between the two firms. Additionally, debt played an important role in the success (low...
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...Case Study: UK Kitchenware This case study is a conflict between leadership and management. In this report I will be assessing how successful the change strategies have been. When two people acquire a large company with the intentions of improving it, it is possible, if the change isn’t managed correctly, for the change to fail and the company continues to be unsuccessful. Roger Gill says ‘change must be well managed, it also requires effective leadership to be successfully introduced and sustained’ (. Throughout the case study I will explain, using theories and evidence for support, that the change management has generally been successful. I will also point out areas where it has been less successful and areas that could, in the future, cause problems. One problem Nick and Dennis came about early on in their venture was the managing director. The case study says that the managing director was out of his depth and it was clear that the business was being managed not lead. The managing director didn’t have the expertise in order to adapt his management to the new leadership of Nick and Dennis. Peter Senge says that a successful organization needs ‘adaptive leaders’ who are ‘people that continually expand their capacity to create the results they truly desire.’ With this in mind Nick saw what needed to be done and took the role into his own hands. ‘This is unacceptable and we’ll do something about it starting today’ is what nick says and that approach proves successful...
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...CORPORATE GOVERNANCE: A SURVEY OF THE LITERATURE November, 2003 Jorge Farinha* Keywords: agency theory, corporate governance, ownership structure JEL Classification: G300 *CETE-Centro de Estudos de Economia Industrial, do Trabalho e da Empresa, Faculdade de Economia, Universidade do Porto, Portugal. Correspondence to: Jorge Farinha, Faculdade de Economia da Universidade do Porto, Rua Roberto Frias, 4200 Porto, Portugal. Tel. (351)-22-5571100, Fax (351)-22-5505050. E-mail: jfarinha@fep.up.pt. CORPORATE GOVERNANCE: A SURVEY OF THE LITERATURE ABSTRACT This paper reviews the theoretical and empirical literature on the nature and consequences of the corporate governance problem, providing some guidance on the major points of consensus and dissent among researchers on this issue. Also analysed is the effectiveness of a set of external and internal disciplining mechanisms in providing a solution for the corporate governance problem. Apart from this, particular emphases are given to the special conflicts arising from the relationship between managers and shareholders in companies with large ownership diffusion, the issue of managerial entrenchment and the link between firm value and corporate governance. Keywords: agency theory, corporate governance, ownership structure JEL Classification: G300 1 1 Introduction Recent financial scandals associated to accounting and other frauds allegedly blamed to top company managers (e.g. Enron, Worldcom, Adelphia) have...
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...Critically Analyse the impact of Change Management and M&A’s on the dynamic business environment Contemporary Issues in Management Joshua Travers Submitted for: BA (HONS) BUSINESS STUDIES BOURNEMOUTH UNIVERSITY Date of submission: 13th December 2013 Joshua Travers i7943443 Introduction The author has interpreted the dynamic business environment to be all of the factors, both internal and external, which influence the function of a business. Internal factors include items such as the company's products or services, employees, assets, and marketing. External factors include competitors, stockholders, customers, and economic conditions (Investor Words 2013). This essay will explore how the two issues addressed in the title can impact the central theme; the employee. Failure of engaging with the employee has been highlighted as a major cause to why 70% (Keller and Aiken 2008) of change and 50% (Sher 2012) of M&A efforts fail. This common pitfall suggests that both of these issues impact heavily on the employee and vice versa. The author aims to critique change management and merger literature to provide an extensive view of these issues in the business environment. Once the relevant context is set, the essay will focus towards the employee perspective of these two issues and will apply significant theory to a range of recent examples within the realm of these topics. Change Management Change management can be defined as “the process of continually renewing...
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...NO. 6 • DEC. 2000 Hostility in Takeovers: In the Eyes of the Beholder? G. WILLIAM SCHWERT* ABSTRACT This paper examines whether hostile takeovers can be distinguished from friendly takeovers, empirically, based on accounting and stock performance data. Much has been made of this distinction in both the popular and the academic literature, where gains from hostile takeovers result from replacing incumbent managers and gains from friendly takeovers result from strategic synergies. Alternatively, hostility could ref lect strategic choices made by the bidder or the target. Empirical tests show that most deals described as hostile in the press are not distinguishable from friendly deals in economic terms, except that hostile transactions involve publicity as part of the bargaining process. THE PERCEPTION OF HOSTILITY in American takeovers has had important connotations in both the popular and the academic literature. Unwelcome bids are often perceived to threaten at least some of the stakeholders in target corporations, leading to extensive defensive reactions by the management of the target firm. In contrast, friendly takeovers are often seen to create synergies that make both the bidder and the target firm better off ~see, for example, Mørck, Shleifer, and Vishny ~1988, 1989!!. The distinction between hostile and friendly takeovers is also important if removing an inefficient target management team creates the gains from hostile takeovers. Manne ~1965! refers to this as part...
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...1 The Value of Synergy Aswath Damodaran Stern School of Business October 2005 2 The Value of Synergy Many acquisitions and some large strategic investments are often justified with the argument that they will create synergy. In this paper, we consider the various sources of synergy and categorize them into operating and financial synergies. We then examine how best to value synergy in any investment and how sensitive this value is to different assumptions. We also look at how this synergy value should be divided between the parties (or companies) involved in the investment. We conclude with an empirical examination of how much synergy is actually created in corporate mergers, and how much is paid. Synergy, we conclude, is so seldom delivered in acquisitions because it is incorrectly valued, inadequately planned for and much more difficult to create in practice than it is to compute on paper. 3 When Carly Fiorina argued for Hewlett-Packard’s acquisition of Compaq, she offered a number of of reasons the deal made sense. She noted that the combined company would be able to meet the demands of customers for “solutions capability on a truly global basis.” She also claimed that the firm would be able to lead with its products “from top to bottom, from low end to high end.” As her crowning argument, she claimed that the merger made sense because it would create “synergies that are compelling.” Synergy, the increase in value that is generated by combining two entities...
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...FACULTY OF ECONOMICS AND BUSINESS ADMINISTRATION MNEs, JVs, and M&As Osho Aquila Adeolu Student number: 2302887 Mergers and Acquisitions, Case Study: JP Morgan Chase &Co Oulu Business School 2013 1 Table of Contents 1 INTRODUCTION ............................................................................................................................... 2 2 HISTORY AND THE M&A PROCESS ............................................................................................. 3 2.1 History .......................................................................................................................................... 3 2.2 The M&A process ......................................................................................................................... 3 3 MOTIVES OF M&A ........................................................................................................................... 5 3.1 Challenges and human side during the merger process ................................................................ 6 3.2 Strategy used by JP Morgan Chase in solving some challenges ................................................... 7 3.3 The success factor of JP Morgan Chase Merger ........................................................................... 8 4 CONCLUSIONS................................................................................................................................ 10 References ................................
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...effect: How can we expect people to respond to changes in prices, for example, or interest rates? According to the laureates' theories, they'll do whatever's most beneficial to them, and they'll do it every time. They don't need governments to instruct them; they figure it out for themselves. Economists call this the “rational expectations” model. And it's not just an abstraction: Bankers and policy-makers apply these formulae in the real world, so bad models lead to bad policy. Which is perhaps why, by the end of that interview on Monday, Prof. Sargent was adopting a more realistic tone: “We experiment with our models,” he explained, “before we wreck the world.” Rational-expectations theory and its corollary, the efficient-market hypothesis, have been central to mainstream economics for more than 40 years. And while they may not have “wrecked the world,” some critics argue these models have blinded economists to reality: Certain the universe was unfolding as it should, they failed both to anticipate the financial crisis of 2008 and to chart an effective path to recovery. The economic crisis has produced a crisis in the...
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...MERCK ACQUISITION OF MEDCO Thomas Banks F561 Mergers & Acquisitions Professor Watson May 26, 2013 Introduction On July 28, 1993, Merck & Company, then the world’s largest drug manufacturer, announced that it planned to acquire, for $6.6 billion, Medco Containment Services Incorporated, the largest prescription benefits management company (PBM) and marketer of mail-order medicines in the United States. This merger reflected fundamental changes taking place in the pharmaceutical industry. GROWTH IN MANAGED CARE Managed care plans typically provide members with medical insurance and basic health care services, using volume and long-term contracts to negotiate discounts from health care providers. In addition, managed care programs provide full coverage for prescription drugs more frequently than do traditional medical insurance plans. Industry experts estimate that by the turn of the century, 90% of Americans will have drug costs included in some kind of managed health care plan, and 60% of all outpatient pharmaceuticals will be purchased by managed care programs. The responsibility for managing the provision of prescription drugs is often contracted out by the managed care organizations to PBMs. The activities of PBMs typically include managing insurance claims, negotiating volume discounts with drug manufacturers, and encouraging the use of less expensive generic substitutes. The management of prescription benefits is enhanced through...
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...Mergers and Acquisitions Basics Mergers and Acquisitions Basics All You Need To Know Donald DePamphilis Amsterdam • Boston • Heidelberg • London New York • Oxford • Paris • San Diego San Francisco • Singapore • Sydney • Tokyo Academic Press is an imprint of Elsevier Academic Press is an imprint of Elsevier 30 Corporate Drive, Suite 400, Burlington, MA 01803, USA Elsevier, The Boulevard, Langford Lane, Kidlington, Oxford, OX5 1GB, UK Copyright © 2011 Elsevier Inc. All rights reserved No part of this publication may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or any information storage and retrieval system, without permission in writing from the publisher. Details on how to seek permission, further information about the Publisher’s permissions policies and our arrangements with organizations such as the Copyright Clearance Center and the Copyright Licensing Agency, can be found at our website: www.elsevier.com/permissions. This book and the individual contributions contained in it are protected under copyright by the Publisher (other than as may be noted herein). Notices Knowledge and best practice in this field are constantly changing. As new research and experience broaden our understanding, changes in research methods, professional practices, or medical treatment may become necessary. Practitioners and researchers must always rely on their own experience and knowledge...
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...THE JOURNAL OF FINANCE • VOL. LXIV, NO. 3 • JUNE 2009 Do Stock Mergers Create Value for Acquirers? PAVEL G. SAVOR and QI LU∗ ABSTRACT This paper finds support for the hypothesis that overvalued firms create value for long-term shareholders by using their equity as currency. Any approach centered on abnormal returns is complicated by the fact that the most overvalued firms have the greatest incentive to engage in stock acquisitions. We solve this endogeneity problem by creating a sample of mergers that fail for exogenous reasons. We find that unsuccessful stock bidders significantly underperform successful ones. Failure to consummate is costlier for richly priced firms, and the unrealized acquirer-target combination would have earned higher returns. None of these results hold for cash bids. THE LATE 1990S WITNESSED a large mergers and acquisitions wave. Many transactions involved equity as the mode of payment (Andrade, Mitchell, and Stafford (2001), Holmstrom and Kaplan (2001)), and this equity was usually very richly valued by historical standards. The positive correlation between market valuation and merger activity has also been documented in other periods (Martin (1996), Verter (2002)) and is especially strong for stock deals (Maksimovic and Phillips (2001)). One interpretation of this evidence is that managers try to time the market by paying with stock when they believe it is overvalued. Recently, a number of papers formally recognized this link between possible...
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...1 ACQUISITIONS AND TAKEOVERS When analyzing investment decisions, we did not consider in any detail the largest investment decisions that most firms make, i.e., their acquisitions of other firms. Boeing’s largest investment of the last decade was not a new commercial aircraft but its acquisition of McDonnell Douglas in 1996. At the time of the acquisition, Boeing's managers were optimistic about the merger, claiming that it would create substantial value for the stockholders of both firms. What are the principles that govern acquisitions? Should they be judged differently from other investments? Firms are acquired for a number of reasons. In the 1960s and 1970s, firms such as Gulf and Western and ITT built themselves into conglomerates by acquiring firms in other lines of business. In the 1980s, corporate giants like Time, Beatrice and RJR Nabisco were acquired by other firms, their own management or wealthy raiders, who saw potential value in restructuring or breaking up these firms. In the 1990s, we saw a wave of consolidation in the media business as telecommunications firms acquired entertainment firms, and entertainment firms acquired cable businesses. Through time, firms have also acquired or merged with other firms to gain the benefits of synergy, in the form of either higher growth, as in the Disney acquisition of Capital Cities, or lower costs. Acquisitions seem to offer firms a short cut to their strategic objectives, but the process has its costs. In this chapter,...
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