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Alfred Yawson The University of Adelaide Huizhong (Jodie) Zhang The University of Adelaide.

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Presentation on theme: "Alfred Yawson The University of Adelaide Huizhong (Jodie) Zhang The University of Adelaide."— Presentation transcript:

1 Alfred Yawson The University of Adelaide Huizhong (Jodie) Zhang The University of Adelaide

2  The efficiency based theory proposed by Demsetz (1973) explains heterogeneous rates of return earned by firms within and across industries. ◦ Heterogeneous rates of return is possible because firms differ in their efficiency in exploiting profitable opportunities  Firms demonstrate superiority in generating economic rents

3  Heterogeneous rates of return exist in corporate takeovers (Acquirers)  Prior studies (both theoretical and empirical) have primarily focused on the negative tail of bidder return distribution (e.g., Moeller, Schlingemann and Stultz (2005); Masulis, Wang and Xie (2007); Harford, Humphery-Jenner and Powell (2012)) ◦ CEO hubris resulting in overpayment for the target (Roll (1986) ◦ The agency cost of free cash flow theory (Jensen, 1986) ◦ Managerial entrenchment resulting from poor corporate governance structures – anti-takeover provisions (Masulis, et al. (2007) ◦ Entrenched managers avoidance of private targets (Harford, et al. (2012)  To our knowledge there is no evidence on acquirers who persistently create value in acquisitions

4 Are there any acquirers who persistently create value in acquisitions? If yes, what explains the existence of such acquirers? How do they generate persistent acquisition gains?

5  We address these questions focusing on acquirers who have completed at least three acquisitions in a three year window (Fuller, Netter & Stegemoller, 2002).  We partition these acquirers into ‘extraordinary’ and ‘normal’ ◦ Extraordinary acquirers are those who generate positive CARs in all their transactions three years before the announcement date ◦ All other serial acquirers are classified as normal

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7  “[In rare cases of finding value-enhancing targets] extraordinary managers exist who can achieve the difficult feat of identifying underperforming business, and apply extraordinary talent to unlock hidden value.” - Warren E. Buffett, 1998  “[In rare cases of finding value-enhancing targets] extraordinary managers exist who can achieve the difficult feat of identifying underperforming business, and apply extraordinary talent to unlock hidden value.” - Warren E. Buffett, 1998

8 Top Management Team Talent Efficiency in exploiting profitable acquisition opportunities Conceiving of valuable targets Financing deals via efficient deployment of existing resources Bargaining to appropriate takeover gains Imperfect immobility Specialized to the firm’s specific needs (Castanias and Helfat (1991) Relies upon the learning, cooperation and corporate activities of the past and therefore is path dependent (Dierickx and Cool (1989) Affected by interpersonal relations among executives and thus socially complex (Penrose 1959; Demsetz 1973) Superior top management team talent drives the existence of extraordinary acquirers

9 Team size Team tenure The average number of years top team members have worked in the bidding firm (Hambrick, Cho et al. 1996; Chemmanur and Paeglis 2005) Tenure heterogeneity Average age The average age of top team members Top Management Team Talent

10 CEO dominance Powerful CEOs are likely to nullify other executives’ contributions and thus diminish any efficiency gains from a team (Haleblian and Finkelstein 1993). Calculated as salary plus bonus in the most recent fiscal year prior to the announcement date scaled by the average salary plus bonus of the other top management team members. Bidder Characteristics Corporate governanceBidder Size Deal Characteristics HostileMultiple BiddersAggregate M&A Control variables

11  US acquirers data sourced from SDC 1990 to 2011  The bidder must be a US publicly listed company with accounting data stored on Compustat and stock data on CRSP for 300 trading days prior to the announcement.  The acquisition must be completed.  The acquirer must own less than 50% of the target stock before the acquisition and achieve 100% after.  The transaction must be at least 1% of the acquirer’s market capitalization 11 days before the announcement and also exceeds $1 million.  The acquirer must have successfully completed three or more targets in a period of three years

12 Probit Regression Post-Heckman (1)(2)(3)(4)(5) (6) Team Size0.068** (0.013) Average Tenure0.016*** (0.000) Tenure Heterogeneity0.264** (0.020) Average Age0.014** (0.015) CEO Dominance-0.061**-0.059* * (0.034)(0.075)(0.231)(0.055)(0.263) (0.992) Classified Board (0.371)(0.276)(0.672)(0.281)(0.795) (0.964) Inverse Mills Ratio (0.421) 0.002* (0.095) 0.014** (0.043) 0.338*** (0.004) (0.208) 0.020** (0.037) 0.097** (0.037) 0.068*** (0.006) (0.218)

13 5 year10 year15 year (1)(2)(3) Team Size0.017* (0.066)(0.935)(0.810) Average Tenure0.003** 0.002** (0.035)(0.020)(0.033) Tenure Heterogeneity0.067***0.084***0.081*** (0.004)(0.000) Average Age (0.210)(0.787)(0.667) CEO Dominance (0.866)(0.933)(0.427) Classified Board * (0.937)(0.059)(0.341) Inverse Mills Ratio (0.262)(0.312)(0.263)

14 Change in Team Size Change in Average Tenure Change in Tenure Heterogeneity Change in Average Age Change in CEO Dominance Classified Board (0.420) Ln(Bidder Size)0.028 (0.824) Ln(Aggr. M&A)0.714 (0.147) N9166 (1) 0.804*** (0.000) 0.435*** (0.008) 2.601** (0.017) (0.267) (0.742) (2) 0.901*** (0.000) 0.515*** (0.005) 3.104** (0.014) (0.156) (0.941)

15  In the M&A context, value creation can be reflected in: ◦ Target selection ◦ Payment methods ◦ Negotiation skills  Given that a firm is classified as an extraordinary acquirer, will the subsequent deal reflect a choice that is value enhancing to shareholders?

16 Target selection Medium of exchange Interactions PublicPrivateSub. All CashAll StockMixture Pub*CashPub*Stock (1)(2)(3) (4)(5)(6) (7)(8) Extraordinary Dummy t ***0.114**-0.084** (0.211)(0.147)(0.006)(0.025)(0.021)(0.578)(0.146)(0.917) Ln(Bidder Size) 0.087***-0.098*** **-0.034***0.030*** (0.000) (0.251)(0.131)(0.020)(0.006)(0.000) Tobin's Q ***-0.048***-0.059***0.055*** **-0.015** (0.544)(0.001)(0.000) (0.807)(0.038)(0.029) FCF *0.364**0.389**-0.309** (0.761)(0.067)(0.040)(0.027)(0.023)(0.717)(0.283)(0.912) Leverage *-0.123** (0.764)(0.311)(0.471)(0.848)(0.847)(0.761)(0.089)(0.046) Classified Board (0.228)(0.869)(0.369)(0.974)(0.103)(0.319)(0.167)(0.489) IMR * **-0.643***0.286**0.131 (0.361)(0.367)(0.093)(0.115)(0.031)(0.008)(0.030)(0.232)

17 SynergiesBSOS (1)(2)(3)(4)(5)(6)(7)(8) Extraordinary Dummy t *** (0.007)(0.567)(0.141)(0.873)(0.000)(0.001)(0.000)(0.002) Bidder Characteristics NoYesNoYesNoYesNoYes Deal Characteristics No Yes No Yes 1.435*** 1.903*** 1.280*** 1.951***

18  We depart from the traditional focus on value destruction by acquiring firms and instead examine acquirers who consistently earn positive takeover announcement CAR ◦ We show that extraordinary acquirers exist ◦ We find that the achievement and maintenance of an extraordinary acquirer status is driven by top management team talent. ◦ Normal acquirers can achieve extraordinary status by improving their top management team talent.

19  Extraordinary acquirers create value by ◦ Selecting subsidiary targets ◦ Using cash and avoiding stocks to finance acquisitions ◦ Appropriating a larger proportion of synergy gains in public bids  Overall, our results suggest superior top management team talent is essential in creating persistent value in acquisitions


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