Book Description

This dissertation studies the effects of information asymmetry, financial constraints and stock market valuation on the behavior of firms. The first essay explores the role of deal initiation and bidder asymmetry in determining the use of auction and target premia in merges and acquisitions. The second essay examines the behavior of the segments of conglomerates and single segment firms in the distressed industries. The third essay investigates the incentive of takeover arising from the temporary disparity of stock valuation. While half of all acquisition targets are sold in negotiated deals with only one buyer rather than by auction, the wealth effects for target shareholders are surprisingly similar in both auctions and negotiations. This begs the following questions: why do companies frequently avoid auctions and instead negotiate with just one buyer, and how can targets achieve comparable premia in negotiations? Drawing on Fishman's (1988) model of preemptive bidding and Povel and Singh's (2006) model of asymmetric bidders, I hypothesize that the sales procedure (i.e., auction or negotiation) is most likely determined by the party that initiates the deal. When an acquirer initiates a deal, it prefers a negotiated deal and hence agrees to pay a high premium to preempt the target and other potential bidders from running an auction. I document detailed information on the private bargaining process for 598 deals. I find that most negotiation deals are in fact initiated by the acquirers and that most of the target-initiated deals use an auction, which indicates that targets are using an auction as a mechanism to discover the highest bidder. Moreover, I provide evidence that the targets receive higher excess returns in the deals initiated by the acquirers than in the deals initiated by the targets. I also provide further evidence of preemptive bidding and bidder asymmetry by studying the indicative bids and the business relations between the targets and the acquirers. Hence, target firms are willing to forgo the potential benefits of an auction and agree to a negotiated deal because they are already facing a bidder with a high valuation and are able to get a high price. The second essay uses economic distress in an industry as a natural experiment and tests the alternate theories of conglomeration. We find that segments of conglomerates in distressed industries experience better performance than single segment firms. The distressed segments have higher sales growth, higher R & D expenditure and greater cash flows than single segment firms. Indicating greater financial constraints for single segment firms, the superior performance of segments of conglomerates is confined to the sub-sample of firms without credit ratings and for firms in competitive industries. Single-segment firms reduce their investment in non-cash current assets and significantly increase their cash holdings during periods of industry distress. There is some evidence that the single segment firms that accumulate cash also reduce their R & D expenditure. The diversification discount almost disappears in the years when one of the conglomerate segments is in distress. Overall, our evidence highlights the benefits of conglomerates in enabling segments to avoid financial constraints during periods of industry distress. The third essay studies the effect of valuation difference on merger incentives. There is widespread evidence that bidders are more highly valued than their targets, and that both parties tend to be in temporarily high-valued industries. We find that valuation differences are also extremely important in predicting who will be acquired and when. Our evidence also suggests that the driving force is more a desire to increase earnings per share the (the "bootstrap game" in the classic text of Brealey and Myers) than to exploit market mis-valuation. We find that a firm is more likely to be a target when others in the industry could acquire them in a stock-swap merger that appears accretive to the buyer while paying the target a substantial premium. The resulting measure is similar to the dispersion of valuation multiples within an industry, but is grounded in a specific model of managerial behavior and is empirically much stronger than dispersion. Indeed, it is stronger than any measure in the existing literature, including recent industry merger activity.