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Journal of Banking & Finance 35 (2011) 2341–2354

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Journal of Banking & Finance


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Bank M&A: A market power story?


Yassin Hankir a, Christian Rauch b, Marc P. Umber c,⇑
a
McKinsey & Company, Inc., Taunustor 2, 60311 Frankfurt, Germany
b
Goethe-University Frankfurt, Grueneburgplatz 1, 60323 Frankfurt, Germany
c
Frankfurt School of Finance & Management, Sonnemannstraße 9-11, 60314 Frankfurt, Germany

a r t i c l e i n f o a b s t r a c t

Article history: This paper analyzes capital market reactions to international bank M&A. We investigate the combined
Received 9 July 2009 stock return patterns of targets, bidders, and their peers upon takeover announcement, and closing or
Accepted 25 January 2011 withdrawal. We distinguish five common M&A hypotheses and relate characteristic and mutually exclu-
Available online 1 February 2011
sive abnormal stock return patterns to each hypothesis. The findings show that there are more investors
who believe in gains through the exploitation of market power by the post-merger entity than investors
JEL classification: who believe in any of the other motives tested in the paper. In a multinomial logistic model we show that
G34
patterns related to market power significantly concur with large relative target size, intra-industry merg-
G21
G14
ers, and increasing market concentration, suggesting a substantial lessening of competition through
L13 M&A.
Ó 2011 Elsevier B.V. All rights reserved.
Keywords:
M&A
Banks
Event study
Peer returns
Market power

1. Introduction announcements. However, empirical evidence does not fully sup-


port this theory: Prior studies analyzing various samples of bank
Over the past years, the market for corporate control has chan- M&A in different regions and over different time periods do not
ged global banking markets tremendously. Starting in the early consistently show the existence of such positive share price reac-
1990s, the consolidation within the international banking industry tions following deal announcements. Depending on the focus of
has steadily increased, leading to the present state of highly con- the analysis, aggregate short-term share price reactions following
centrated markets with just a few dominating players. The mergers the deal announcements are mostly around zero or even slightly
and acquisitions (M&A) transactions which led to this consolida- negative (Pilloff and Santomero, 1997). Only for some minor cases
tion not only shifted billions of dollars back and forth but also are the aggregate reactions positive (Cybo-Ottone and Murgia,
changed the market values of the parties involved for better or 2000). There are two possible explanations for this phenomenon:
worse. What is responsible for market value changes are the share- Either capital markets do not fully believe in the materialization
holders of the target and bidder companies and their perception of of synergies (or only given certain prerequisites) or investors per-
the deal: Is it economically viable and will the combined entity ceive the alleged synergies to be nonexistent. The fundamental
benefit? Needless to say, corporate communication strategies try question arises: Which M&A rationale do capital markets believe
and ‘sell’ the deal to the shareholders. Looking at corporate press in? And consequently, how can we adequately measure the per-
releases around mergers, the most frequently mentioned M&A ceived deal motive?
rationale is the creation of synergies which will improve cash flows In this paper we focus our analysis on the question of whether
and enhance firm value. At least in theory, synergy creation seems or not shareholders believe in merger gains through market power
to be a desirable M&A motive and it could be expected that capital exploitation. The idea behind what we call the market power
markets show positive short-term share reactions following deal hypothesis is straightforward. A merger of two banks in an already
highly concentrated market can lead to oligopolistic market power.
⇑ Corresponding author. Tel.: +49 69 154 008 387; fax: +49 69 154 008 388. Due especially to the challenge of realizing economies of scale
E-mail addresses: yassin_hankir@mckinsey.com (Y. Hankir), christian.h.rauch@
within the banking sector, we argue that shareholders might be-
googlemail.com (C. Rauch), m.umber@fs.de (M.P. Umber). lieve that a lessening of competition and an increase in market

0378-4266/$ - see front matter Ó 2011 Elsevier B.V. All rights reserved.
doi:10.1016/j.jbankfin.2011.01.030
2342 Y. Hankir et al. / Journal of Banking & Finance 35 (2011) 2341–2354

power may be a good opportunity for banks to achieve relatively possible to derive specific stock return patterns. Nevertheless, our
safe merger gains. General economic theory suggests that higher results include all the empirically observed patterns of our sample
market concentration caused by the ongoing consolidation of mar- regardless of the corresponding hypothesis, and the results docu-
kets facilitates anticompetitive effects (see, e.g. Bester, 2007). ment the persistence of our findings. Even though the market
Although previous empirical research is still inconclusive when it power, merger wave, pre-emptive merger, financial distress and
comes to the exact effects of higher market concentration and less the synergy hypotheses have been analyzed in previous studies,
competition between banks’ profits (a thorough review can be this is the first paper to jointly test all five hypotheses and evaluate
found in Degryse and Ongena, 2008), we base our hypothesis on their relative ability to explain share price reactions in interna-
an industrial organization model of markets originally emerging tional bank M&A.
from competition theory which suggests the possibility of market We analyze a sample of 600 bank M&A transactions within
power exploitation in bank markets. In a Bertrand competition North America and Europe in the period from 1990 to 2008 and
with homogeneous goods and switching costs, which is how we we find that the CAR pattern derived from the market power
characterize the banking markets, takeovers result in increased hypothesis occurs with by far the highest frequency (10.8% of all
individual market power and uncoordinated price effects. Thus, deals) and, hence, seems to be most relevant in international bank
target and bidder, as well as all other market participants, hypo- M&A. On the other hand, the merger wave (which occurs in 3.2%),
thetically are able to demand higher prices and maximize their pre-emptive merger (4.8%) and synergy hypotheses (4.2%) play a
profits via exploitation of consumer surplus. Previous empirical minor role in international bank M&A. Financial distress, by con-
tests of this and similar theories show conflicting strands of results. trast, seems to be highly relevant, occurring with an average rela-
Strongly dependent on the time period and observed market, some tive frequency of 9.1%. Moreover, our descriptive statistics and
papers find no or only negligible effects of competition on bank corresponding significance levels are in line with previous litera-
profit margins (e.g., Petersen and Rajan, 1995 or Coccorese, 2009) ture. To validate our findings, we use a multinomial logistic regres-
whereas other research finds that an increase in market power sion model to test the impact of deal- and firm-specific variables
goes along with a simultaneous increase in profits in spite of effi- on the occurrence of the market power pattern relative to the other
ciency losses (Turk-Ariss, 2010). The third strand of literature M&A hypotheses. We consistently show in our study that market
shows that a decrease in competition increases banks’ profits. power CAR patterns co-occur significantly with the fundamental
Among the latter are for example Cetorelli et al. (2007), Casu and characteristics of competition reduction such as large relative tar-
Girardone (2006), Beck et al. (2006) and De Guevara et al. (2005) get size, intra-industry M&A, and increased market concentration.
who consistently show that over the past two decades interna- We run a variety of robustness checks. We conduct our event study
tional banking markets have exhibited a significant increase in based on different event windows and estimation methods. We
market concentration hand in hand with a simultaneous decrease investigate the underlying raw returns and examine significant
in competition levels. Berger (1995) as well as Degryse and Ongena subsamples based on CAR confidence intervals. We also test
(2008) find significant and substantial price increases subsequent whether the different CAR patterns occur more or less frequently
to M&A activities in the banking industry. under different economic conditions.
The contribution of this paper is an analysis of whether or not The rest of this paper is structured as follows: Section 2 gives a
capital markets ex ante believe in the realization of market power short review of the prior M&A research on which we build our
effects. To address this question, we examine empirical stock re- work. Section 3 explains the theory behind our main hypothesis,
turn patterns. Since investors act upon the expected deal outcome, i.e. the market power hypothesis. In this section we also explain
the combined abnormal stock return patterns of targets, bidders how we derive our expected CAR pattern based on the underlying
and their peers reflect the actually perceived motive underlying theoretic notions of the theory. In Section 4 we briefly introduce
an M&A transaction. We assume that varying deal motivation re- the control hypotheses against which we test the market power
sults in different share price reactions. We theoretically suggest a hypothesis. Section 5 highlights our research methodology and re-
specific stock return pattern for the market power hypothesis. In lated test statistics. We present our empirical results, including the
an event study we investigate actual cumulative abnormal returns multinomial logistic regression model in Section 6. In Section 7 we
(CARs) of targets, bidders and their peers upon takeover announce- discuss the additional robustness tests we performed to validate
ment and deal closing or withdrawal. Our methodology measures our findings. Finally, Section 8 contains a summary and an inter-
the de facto net effects of capital market reactions. If there are rival pretation of our empirical results.
opinions on what merger motive might prevail, our methodology
captures the dominating deal driver in terms of abnormal return
magnitude, i.e. what the majority of investors think. To provide a 2. Literature review
thorough analysis of investors’ perceptions of possible merger
gains and to differentiate the market power hypothesis from other Empirical research on the background, conduct, and outcome of
possible investor beliefs, we analyze four additional M&A ratio- M&A transactions emerged in the late 1970s and early 1980s. Sem-
nales frequently found in the relevant literature and provide possi- inal research using event study methodology includes the work of
ble explanations other than market power for share price reactions Dodd and Ruback (1977), Dodd (1980), and Asquith (1983), who
upon takeover announcements. These are the merger wave, the analyze the abnormal stock returns of targets and bidders upon
pre-emptive merger, the financial distress and the synergy hypoth- takeover announcement and deal closing. Bradley et al. (1983)
eses. For all these hypotheses we derive theoretical stock return and Davidson et al. (1989) focus on the abnormal returns of targets
patterns and empirically find that the market power stock return and bidders involved in withdrawn M&A. Consistently, all authors
pattern actually is the most frequent among all the patterns in conclude that takeover bids result in positive abnormal returns for
our sample. targets and slightly negative abnormal returns for bidders.
In reality, there clearly exist more than the five M&A motives Although cancelation is bad news in the short run, targets are able
explicitly investigated in our paper. Further deal drivers include, to retain higher valuation in the long run (Bradley et al., 1983). Holl
but are not limited to, corporate strategy such as expansion (e.g. et al. (1997) investigate intra- and inter-industry M&A and find
in terms of increasing market share or entry into new markets), that vertical takeovers yield higher returns than horizontal merg-
geographical or industrial diversification, or (mis-)valuation. We ers. Hviid and Prendergast (1993) and Dassiou and Holl (1996)
do not investigate certain other M&A motives for which it is hardly analyze long-term M&A effects and show that withdrawn
Y. Hankir et al. / Journal of Banking & Finance 35 (2011) 2341–2354 2343

acquisitions increase the profitability of targets but decrease the However, since all five hypotheses imply divergent M&A mo-
return of failed bidders. Moreover, Stulz (1988) and Stulz et al. tives, and thus different economic consequences, we regard it as
(1990) show that target takeover returns are increasing in manage- necessary to analyze which one of them best explains deal drivers
rial equity ownership, but larger managerial shareholdings at the as perceived by capital markets. Hence, we contribute to the exist-
same time decrease the occurrence probability of tender offers. ing literature and academic discussion in three ways: First, this is
The studies most relevant for our paper are those focusing on the only paper to present a comprehensive research approach ana-
bank M&A. Houston and Ryngaert (1994) analyze the merger gains lyzing all CARs of targets, bidders, and their peers upon the events
of target and bidder banks and identify deal characteristics that are of takeover announcement and deal closing or withdrawal. Second,
value-enhancing as perceived by capital markets. Although they we offer the first empirical comparison of the hypotheses. Third,
find only slightly positive and statistically insignificant takeover we apply standardized event study methodology based on com-
gains, they are able to identify value-increasing deal characteris- bined CAR patterns paired with a multinomial logistic regression
tics, such as bidder profitability or merger synergies. Pilloff and approach to jointly test the empirical relevance of each M&A
Santomero (1997) provide a detailed literature overview of differ- hypothesis.
ent types of economic merger gains. An example of a more recent
paper on bank M&A is Uhde and Heimeshoff (2009) who analyze
the relationship between bank soundness and bank market con- 3. The market power hypothesis
centration. They show a negative dependency between bank mar-
ket concentration and the respective banks’ financial soundness. Before we highlight the market power hypothesis and the four
Most of the existing analyzes were conducted by investigating control hypotheses, we will briefly discuss the underlying market
either target and bidder returns, or the share price reactions of structure and demarcation as well as the regulatory framework
their peers upon deal announcement or withdrawal. However, of the banking industry. We assume global banking markets to
none of these studies quantitatively compared the different be characterized by price competition, heterogeneous goods,
hypotheses either by mutually analyzing target, bidder and peer switching costs, and imperfect competition. Thus the banking
returns or by testing the hypotheses against one another. So, even industry may best be illustrated through a combination of Ber-
though the market power hypothesis, and the controlling theories trand’s price competition given heterogeneous goods and Klemper-
of merger wave, pre-emptive merger, synergy hypothesis and er’s switching cost model (see Klemperer, 1987a,b). Within this
financial distress have been analyzed in previous studies, this is theoretical framework we assume switching costs to turn homoge-
the first paper to jointly test all five hypotheses and evaluate their neous banking services into heterogeneous services: By imposing
relative ability to explain share price reactions in international services with switching costs, banking services become non-inter-
bank M&A. Therefore, unlike other studies, we do not restrict our- changeable. This assumption is especially important for the Ber-
selves to just the transaction parties, their peers, or the outcome of trand competition model and the setting of unilateral prices
the relevant M&A transaction. Since it is our aim to compare and following a merger, as explained below. The specification of the
jointly test the empirical relevance of the theories, we use the most banking market structure is relevant to the derivation of the ex-
comprehensive view of M&A possible. We therefore analyze the pected CAR signs for targets, bidders, and peers within the pre-
CARs of all relevant players: Targets, bidders, and their five respec- emptive merger, market power and synergy hypotheses. The same
tive closest peers upon the events of takeover announcement holds true for the market definition because it is the basis of our
(Event 1) and deal closing (Event 2a) or withdrawal (Event 2b) as peer selection. In this respect, it is essential to determine whether
illustrated in Fig. 1. Although the deal closing event might have the banking sector is better defined as a national or as a continental
lower information content than a withdrawal, it still discloses market. In our view, the banking industry as a whole is a mixture of
valuable news. Since every takeover announced has a positive both. While some sub-industries, especially retail banking, are
withdrawal probability, closing takes away this uncertainty and fi- national markets, others, like investment banking, are clearly con-
nally guarantees the deal’s materialization. tinental markets. Thus, we define the banking market based on its
individual sub-industries. Finally, regulation plays an important
role. Here, one needs to differentiate between specific M&A super-
vision by antitrust agencies and general banking market regulation
Closing (Event 2a) by financial regulatory authorities. In terms of takeover supervi-
- Acquirer sion, the banking sector is comparable with any other industry,
- Target except for the special emphasis on financial market stability.
Announcement (Event 1) - Acquirer Peers Regarding general market regulation the banking sector is one of
- Acquirer - Target Peers the most regulated industries in the world (e.g., see Bhattacharya
- Target et al., 2002).
- Acquirer Peers Withdrawal (Event 2b) The market power hypothesis, as our main transaction motive,
- Target Peers - Acquirer is based on anticompetitive effects resulting from M&A activity.
- Target Such externalities resulting from takeovers have always been scru-
- Acquirer Peers tinized by antitrust authorities because in the banking industry
they, may, among other things, result in more restrictive lending
- Target Peers
behavior (see, e.g., Berger et al., 2001). This hypothesis is based
on industrial organization and originally goes back to competition
t0 t1 time
theory. As explained, our hypothesis argues that in a Bertrand oli-
Fig. 1. M&A decision tree. This figure shows the decision tree of M&A transactions. gopoly with heterogeneous goods, takeovers will result in a lessen-
In contrast to other studies we do not restrict our research to the transaction ing of competition and increased market prices (see, e.g. Werden,
parties, their peers, or the actual deal outcome. We analyze the CARs of all relevant 2006). Due to higher market concentration and hence increased
players: Targets, bidders, and their five respective closest peers upon the events of individual market power, targets, bidders and their competitors
takeover announcement (Event 1) and deal closing (Event 2a) or withdrawal (Event
2b). This comprehensive research approach investigating all relevant CARs upon all
are able to demand higher prices, thereby maximizing their profits
possible M&A events differentiates our paper from existing studies and highlights by exploiting consumer surplus. We specifically refer to the
our contribution to the academic discussion. existence of what are known as unilateral effects in terms of
2344 Y. Hankir et al. / Journal of Banking & Finance 35 (2011) 2341–2354

uncoordinated price increases. Hence a merger of two firms oper- sis, is compared with these four control hypotheses. These hypoth-
ating in an oligopoly under Bertrand competition will result in a eses capture the four most widely spread M&A motives and are
higher equilibrium price than under perfect competition. Based among the most frequently mentioned M&A theories in the rele-
on this logic, striving for market power is a desirable M&A motive, vant body of literature. We again derive the theoretical CAR pat-
since every takeover reduces the number of players and narrows terns based on the ideas behind the theories. However, as all of
competition. So, within this framework, the predominant intention these theories were developed independently of each other, they
of a bidder is to acquire one of its direct competitors and thereby are at times not mutually exclusive and can be difficult to disen-
facilitate unilateral (price) effects (for a theoretical merger-model tangle empirically. A deal could thus be driven by more than just
with positive (and negative) externalities (see Croson et al., one motive. To account for this, we derive the expected CAR pat-
2004). Added value is created by extracting consumer rent, terns solely from the theoretical idea and underlying notion of each
whereas operating synergies play no substantial role. Consistently, strategy as they are presented in the literature. We thereby delib-
positive abnormal peer returns are the consequence of anticompet- erately refrain from altering or adding to the hypotheses.
itive takeover effects.
Even though such uncoordinated price increases do not by def- 4.1. Merger wave hypothesis
inition go hand in hand with explicit collusion, nonetheless the
possibility of implicit collusive behavior among market partici- The first hypothesis with which we compare the market power
pants should not be ignored ex ante. Moreover, collusion would hypothesis is the merger wave hypothesis. We include this theory
yield identical share price reactions for targets, bidders, and their to control for M&A deals which take place in a merger wave and
peers and therefore result in the same expected CAR patterns as are thus not the result of strict economic rationale. The idea behind
unilateral effects. Nevertheless, several authors like Eckbo (1983) this merger theory is based on the Acquisition Probability Hypothe-
and Stillman (1983) empirically reject the materialization of tcol- sis of Song and Walkling (2000) and Otchere and Ip (2006), which ex-
lusion theory subsequent to M&A transactions. The existence of plains M&A as a trend phenomenon. Based on the existence of
unilateral effects, however, is supported by Berger (1995), Hannan merger waves, they state that managements’ motivation to engage
and Berger (1991) as well as Degryse and Ongena (2008), who in a transaction is not based on economically viable reasons (such
show that higher market concentration triggers price increases. as synergies) but rather on herding pressure, which is frequently
Consistently, all authors conclude that bank M&A ultimately result found in stock markets (Chiang and Zheng, 2010). The intuitive
in unilateral effects and thus in a lessening of competition. explanation is that management reacts to other corporate transac-
Based on this reasoning, we expect that targets and bidders will tions in a given industry by engaging in a merger itself, regardless
consistently show positive abnormal returns at an M&A announce- of whether or not this deal is beneficial for the company. In their the-
ment (Event 1). While target shareholders profit from the takeover ory, Song and Walkling (2000) conclude that the positive abnormal
premium, bidders benefit from increased market power due to the returns of target rivals are driven by an increased takeover probabil-
acquisition. We implicitly assume that possible negative short- ity within the market. Consequently, the acquisition probability
term effects for bidders, such as excessive takeover premiums, hypothesis states that any unexpected takeover signals the potential
are canceled out by the positive long-term effects of sustainable for further mergers and thus triggers subsequent M&A activities.
price increases. Furthermore, we anticipate that target and bidder Carrying this logic to the extreme, increased takeover probability
peers will have positive abnormal returns, since unilateral effects can result in a merger wave.
are facilitated. According to the market power hypothesis, all mar- According to this theory, shareholders anticipate that their
ket participants profit from M&A because a lower number of play- company will be the target in a future deal during a ‘hot’ M&A
ers decreases competition and boosts future profits. phase. As targets generally benefit from M&A transactions, becom-
If the deal is successfully closed (Event 2a), we predict exactly ing a target is desirable. As the probability that their company will
the same abnormal returns for all parties as on announcement. be involved in a deal increases with every completed transaction,
By contrast, we expect a withdrawn deal (Event 2b) to result in the market – especially a company’s peers – react positively to
the opposite outcome. In this case, targets, bidders, and peers merger announcements. For the peers, the rationale is thus strictly
should persistently show negative CARs. While target shareholders forward looking: In a merger wave, shareholders of peer compa-
lose takeover premiums, bidders forego the opportunity to in- nies do not react to the specifics of a deal itself but rather to the
crease their market power and extract additional consumer sur- increasing probability of their company being involved in a deal.
plus via price increases. Due to the failed deal, the number of The stock reactions should thus be positive upon announcement
market participants remains constant and unilateral price effects (Event 1), positive upon deal closing (Event 2a) and negative upon
cannot materialize. deal withdrawal (Event 2b). It should be noted that another hypo-
We anticipate that the market power hypothesis will coincide thetical argument could be that bidder peers react negatively to
with deals characterized by a large target size, since a noticeable both deal announcement and closing and positively to a cancel-
shift in market shares is the basic prerequisite for such anticom- ation. The underlying notion is that if a direct competitor acquires
petitive takeover effects. Moreover, as targets and bidders are sup- a potential target company, potential synergies are lost to all peers.
posed to operate within the same sub-industry, we also expect the Shareholders should thus react negatively. However, the driving
hypothesis to reflect intra-industry M&A and a substantial increase force for stock returns in a merger wave is the likelihood of becom-
in corresponding market concentration subsequent to the respec- ing a target. Accordingly, peers have to react positively to deal
tive transactions. announcements. Every deal increases the merger wave and thus
the likelihood that all companies within that market could become
targets of a deal. Thus, in the merger wave hypothesis, we deliber-
4. The control hypotheses ately disregard any synergistic aspects for peer companies. How-
ever, as we report below, we control for these factors in both the
The great number and wide variety of M&A deals makes it nec- pre-emptive merger hypothesis and the synergy hypothesis since
essary to account for more than just one possible takeover motive. they surely play a role in many M&A cases.
We therefore introduce four additional M&A motives: The merger Target shareholders react positively as well: Since they want
wave-, pre-emptive merger-, synergy- and financial distress their companies to be targets in a deal, the stock reaction upon
hypotheses. The main hypothesis, i.e. the market power hypothe- becoming a target is expected to be positive. Following this logic,
Y. Hankir et al. / Journal of Banking & Finance 35 (2011) 2341–2354 2345

the contrary holds true for the bidders upon deal announcement. abnormal returns, since due to the failed pre-emptive merger, their
First, the Acquisition Probability Hypothesis implies that share- chance of acquiring the originally preferred target increases.
holders want their company to be taken over. Bidder shareholders
are deprived of this chance and are thus expected to react nega- 4.3. Synergy hypothesis
tively on the deal announcement. Furthermore, bidder sharehold-
ers have to face the realities of a deal: Possible overpayment The synergy hypothesis explains M&A transactions motivated
(especially in a hot market), high costs in the realization of syner- by the intention of realizing merger synergies that will boost future
gies in the post-merger period and lack of economic viability of the cash flows and enhance firm value. These include operating and
deal. We thus believe the stock reaction to be negative upon deal financial synergies either due to increased firm size (scale) or as
announcement, negative upon deal closing and positive on with- a result of firm-specific combination advantages (scope). So this
drawal. For the parties involved, the rationale is therefore not for- hypothesis summarizes revenue increases, resulting from cross-
ward looking anymore, but deal related. and/or up-selling, cost reductions due to efficiency gains, and ben-
efits of new opportunities in financial engineering, tax savings, or
cash slack. However, our paper focuses on cost synergies since,
4.2. Pre-emptive merger hypothesis according to the relevant literature, this is the predominant form
of synergy in bank M&A (see, e.g., Cornett and Tehranian, 1992).
In our second comparative hypothesis, we highlight the theory We include this theory to check whether or not investors might
of pre-emptive mergers as a possible transaction motive. A pre- actually believe in the existence of synergies as the predominant
emptive merger is characterized by a bidder who wants to prevent driving force behind an M&A deal.
its main competitors from acquiring their preferred targets in or- Under this hypothesis, in terms of share price reactions, we ex-
der to protect its own market position. Consistent with this pect that both targets and bidders will be characterized by positive
hypothesis, pre-emptive mergers are not driven by the idea of va- abnormal returns at M&A announcement (Event 1). Target share-
lue creation but rather aim to limit possible exposure due to a holders are offered a takeover premium, while bidder shareholders
deteriorating competitive position. This implies that pre-emptive expect merger synergies to boost future cash flows. By contrast, we
mergers are value-diminishing transactions. Deneckere and anticipate that target and bidder peers will exhibit negative CARs,
Davidson (1985) and Brito (2003) analyze this issue and find sim- since due to the synergies of the merging banks, their competitive
ilar results. Brito (2003) concludes that firms engage in M&A to position is deteriorating. So, while any M&A transaction resulting
protect their competitive position even though the takeover does in synergies is positive for the participating banks, it has a negative
not promise any direct benefits. Some of these transactions might impact on the future operating performance and thus financial per-
even be rushed into in order to prevent acquisition by competitors. formance of their competitors. If the deal is closed (Event 2a), we
Croson et al. (2004) show this when they model in the presence of expect exactly the same share price reactions from all parties as
negative external effects. Hence, although the takeover itself is dis- on announcement. However, should the merger fail (Event 2b),
advantageous for the bidder, it is still the lesser of two evils. A sim- we predict a withdrawal to result in negative abnormal returns
ilar outcome is also shown by Margsiri et al. (2008) who derive for targets and bidders. In this case, target shareholders lose the
announcement returns for the acquirer’s alternative option of takeover premium, and bidders forfeit value-enhancing synergies.
internal growth. According to this, a fraction of the bidder’s market Consequently, target and bidder peers should show positive abnor-
value is the value of internal growth opportunities. Once a takeover mal returns upon deal withdrawal. Since the threat of a deteriorat-
is announced, investors revalue these opportunities resulting in ing competitive position does not materialize, their market shares
negative CARs. Based on this reasoning, we include this theory to and their earnings prospects are secured.
control for M&A deals which a company might have been forced It should be noted that in reality the actual share price reactions
into and in which preemption is the dominant deal driver. would also depend on the relative bargaining power of the bidder
Based on the framework of the pre-emptive merger hypothesis, and the target. Although, due to the existence of synergies, the
we anticipate the following abnormal returns: At M&A announce- combined share price reaction of bidder and target is expected to
ment (Event 1), target shares should show positive abnormal re- be positive, bidder and target might exhibit varying share price
turns due to the takeover premium. However, abnormal bidder reactions. When the target is in a superior bargaining position,
returns should be negative, since the transaction is motivated by making the bidder pay an abnormally high premium, bidder share-
the intention to reduce future losses due to a deteriorating market holders might react negatively in their evaluation of the deal. In
position and thus provides a negative outlook. Target peers should this case, target shareholders should react even more positively
be characterized by positive abnormal returns because, after the due to the higher premium. However, for reasons of simplicity,
most desirable target has been acquired, they might be the focus bargaining power is disregarded. We thus expect target and bidder
of forthcoming transactions themselves. We expect bidder peers to benefit equally from the synergies and therefore assume both
to show negative abnormal returns because their preferred target shareholder groups to react positively to the deal announcement.
is being taken over by a direct competitor and, hence, promising In this respect we expect deals matching our synergy hypothe-
synergies are forfeited. sis to be characterized by outperforming bidders acquiring under-
If the deal is closed (Event 2a), we predict exactly the same performing targets. This is because we expect synergies, especially
share price reactions for all parties as on M&A announcement. economies of scale, to be largest if there is a substantial difference
However, in the case of deal cancelation (Event 2b), the anticipated in operating, financial, and managerial performance between the
outcome and the underlying storyline change. Here, we expect tar- transaction parties.
gets as well as bidders to consistently show negative CARs. The
reasoning is that target shareholders lose the offer premium, 4.4. Financial distress hypothesis
whereas bidders forego the opportunity of a pre-emptive merger.
Thus, the threat of a direct competitor acquiring the relevant target Since financial distress is a relevant motive for M&A within the
re-emerges, which is the bidder’s worst-case scenario. Conse- banking industry, we additionally control for takeovers driven by a
quently, target peers should show negative abnormal returns, as target’s weak financial position. The introduction of financial dis-
their chance of becoming a future takeover target fades. At the tress as a merger motive can also be seen as a further robustness
same time, we anticipate that bidder peers will exhibit positive check of our results, as it is not firmly based on a theory but rather
2346 Y. Hankir et al. / Journal of Banking & Finance 35 (2011) 2341–2354

is triggered by operating circumstances that can be observed in any peers upon takeover announcement and deal closing or withdrawal
industry. So, if financing issues in practice are a relevant deal driver according to all of our M&A hypotheses illustrated above: In order to
for bank M&A, this outcome should also be reflected in our results. match one of our theory-related CAR patterns, the deal concerned
To identify financial distress deals, we apply the following filter: must match at least seven out of the eight expected abnormal return
Targets must exhibit negative abnormal returns upon the events signs as illustrated in Table 1. We relax our expectations to account
of takeover announcement and deal closing or withdrawal. The lo- for the possibility of overlapping corporate news events other than
gic behind this assumption is that rational target shareholders the M&A announcement, which might imply divergent economic ef-
should only accept a takeover bid lower than the actual equity fects and result in different CAR signs. Moreover, this relaxation also
market value if it is an all or nothing decision in terms of either helps us to overcome potential arbitrary share price reactions, e.g.
accepting the offer price or going bankrupt. It is only because ra- those due to narrow equity markets. However, to be more precise,
tional bidders anticipate the target shareholders’ tendering strat- we also perform our empirical analysis for ‘total’ matches in terms
egy that they launch tender offers well below the current market of eight out of eight expected CAR signs only. We find that both mod-
value of the financially troubled target banks. els qualitatively yield the same results.
However, as this is a rather theoretical criterion, we implement
a second filter based on accounting numbers. Thus, banks targeted
in financial distress deals must show a low equity ratio compared 5. Data set
to all other targets, based on the last available balance sheet infor-
mation prior to the deal announcement. We identify a takeover as We base our sample on data taken from Thomson One Banker
motivated by financial distress only if both criteria are satisfied. and DataStream, which gives us a total of 600 intra-industry
For bidders as well as for target and bidder peers, we are unable M&A transactions by public banks in North America and Europe
to derive clear-cut CAR expectations resulting from financial dis- in the period from 1990 to 2008. We include all transactions where
tress. On the one hand, bidders could exhibit positive abnormal re- both acquirer and target have a primary SIC code ranging from
turns, as investors might believe in a bargain buy and hope 6000 to 6289 or equaling 6712. We thus explicitly exclude insur-
restructuring of the financially troubled target will work out well. ance, real estate, holding companies, oil royalty traders and patent
On the other hand, bidder CARs could be negative, as capital mar- owners because they might distort the comparability of our results.
kets may doubt the bidder’s financial strength and ability to This ensures a sufficiently homogeneous transaction sample suit-
restructure the target. Given these opposing potential outcomes able for our analysis, since inter-industry M&A are characterized
within our financial distress hypothesis, we do not anticipate by different transaction motives and hence different economic ef-
abnormal return signs for bidders, target peers, and bidder peers. fects that will vary from intra-industry deals.
In terms of firm- and deal-specific variables, we expect the The countries included in our sample are Canada and the USA
financial distress pattern to coincide with target banks’ weak oper- for North America and Austria, Belgium, Denmark, Finland, France,
ating and financial performance. Moreover, to reduce takeover Germany, Greece, Iceland, Ireland, Italy, Liechtenstein, Monaco, the
risks for bidders, such deals should primarily involve relatively Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and
small targets that are acquired in domestic intra-industry deals the United Kingdom for Europe. We also exclude all transatlantic
mainly financed with equity. M&A transactions where one transaction party is incorporated in
Table 1 summarizes the anticipated signs of cumulative abnor- North America and the other in Europe. This geographical segmen-
mal returns for targets, bidders, and their five respective closest tation is useful for two reasons: First, it prevents the choosing of
Table 1
North American peers for European banks and vice versa and
Expected CAR signs upon M&A announcements. thereby adds to the quality of our peer selection. Second, we
implicitly use the European deals as a control sample for robust-
Target Bidder Ø5 target peers Ø5 bidder peers
ness checks on the results of North American transactions.
Event 1: announcement In addition, we exclude all share buy-backs from our data set, as
Market power + + + +
they are purely intra-firm transactions and do not exhibit any M&A
Pre-emptive merger +  + 
Merger wave +  + + characteristics and we exclude all deals without change of control.
Synergy + +   For the latter, we set the critical threshold of 30% for the bidder’s
Financial distress  n.a. n.a. n.a. minimum equity stake in the target that needs to be exceeded
Event 2a: closing through the merger. Hence, we only include deals where the bidder
Market power + + + + owns less than 30% of the target’s equity before takeover and
Pre-emptive merger +  + 
sought more than 30% in the transaction. Finally, we also exclude
Merger wave +  + +
Synergy + +  
relatively small takeovers from our sample, since these deals can-
Financial distress  n.a. n.a. n.a. not be expected to have a significant impact on either the acquirer
Event 2b: cancelation or its peers. Unlike other studies, however, we do not apply an
Market power     absolute target size criterion but a relative one instead. Thus, we
Pre-emptive merger    + only include deals where the target size measured by equity mar-
Merger wave  +   ket value is at least 0.50% of the bidder’s size.
Synergy   + +
Our final sample contains a total of 600 bank M&A, of which 506
Financial distress  n.a. n.a. n.a.
transactions (84.4%) were closed and 94 deals (15.6%) were with-
This table displays the expected cumulative abnormal return (CAR) signs given the drawn. Of these 600 transactions, 450 deals (75.0%) were con-
relevant type of event, transaction party, and M&A hypothesis. The first row shows
ducted in North America whereas 150 takeovers (representing
the anticipated stock market reactions for the market power hypothesis: Upon M&A
announcement we expect positive CARs for targets and their peers, as well as for 25.0%) of our observations were purely European transactions.
bidders and their peers. Following this logic, every M&A hypothesis exhibits a According to the ThomsonOne Banker database, a regulatory
unique CAR pattern that is represented by an eight-digit string consisting of the CAR agency was involved in 74.7% of all deals.
signs of all relevant transaction parties and deal events. Due to the twofold outcome We approximate the size of targets and bidders by market cap-
of every transaction (closing vs. withdrawal), we need to split each stock return
pattern into two CAR sign codes. Thus, e.g., the merger wave hypothesis is char-
italization, total assets, and deposits, and measure their profitabil-
acterized by the eight-digit CAR code +  + + +  + + for closed and +  + +  +   ity by EBITDA and Return on Equity (RoE). Average market values
for withdrawn deals, respectively. yield close to 8.4 billion US-Dollars for bidders and around 3.3 bil-
Y. Hankir et al. / Journal of Banking & Finance 35 (2011) 2341–2354 2347

lion US-Dollars for targets, with average total assets of approxi- announcement while the bidders exhibit significantly negative
mately 89 billion US-Dollars for acquirers and close to 32 billion abnormal returns with a mean of 0.89%, the latter being driven
US-Dollars for targets. The results for average deposits are 37 bil- by the American subsample. For closed deals, we find slightly po-
lion US-Dollars for bidders and around 14 billion US-Dollars for sitive but not convincingly significant CARs for targets as well as
targets, respectively. The average EBITDA amounts to approxi- for bidders. On the other hand, withdrawals result in significantly
mately 1.2 billion US-Dollars for acquirers and 0.2 billion US-Dol- negative average CARs of 2.71% for targets, whereas bidders show
lars for targets while RoE, on average, equals 13.0% for bidders no significant CARs. Looking at the transaction parties’ peers, both
and 3.4% for targets. target and bidder peers are characterized by slightly positive but
More detailed descriptive statistics, including a comparison of statistically insignificant average abnormal returns upon takeover
North American vs. European deals, are displayed in Table 2. announcement. However, the [10; +10] days event window re-
Although there is a substantial difference in size and variance be- sults in significant abnormal M&A announcement returns with po-
tween US and European M&A deals that can be explained by the sitive CARs of 0.42% for target peers and 0.47% for bidder peers, on
deregulation and subsequent consolidation of the US banking mar- average. At deal closing, target and bidder peers consistently exhi-
ket in the mid to late 1990s, the overall descriptive statistics re- bit positive but again statistically insignificant mean CARs.
main stable for both subsamples. Finally, if the deal is withdrawn, target and bidder peers show
Table 3 shows the descriptive statistics of CARs upon M&A negative and insignificant abnormal returns. Significance tests on
events based on the index model using a [3; +3] and a the corresponding median CARs underscore these results, since
[10; +10] days event window, which we will explain in detail in the Wilcoxon signed rank test yields qualitatively the same results
section 4 below. The left-most section of Table 3 reports the full as the t-test on the mean. Moreover, the [1; +1] (not reported)
sample and the middle and right section report figures for North and [10; +10] event windows as well as the constant mean return
America and Europe separately. In the full sample, targets show and CAPM model (both not reported) basically confirm the signs
significantly positive CARs averaging +15.72% upon takeover and significance levels of mean and median abnormal returns.

Table 2
Descriptive statistics.

Al1 North America Europe


Acquirer Target Acquirer Target Acquirer Target
Market value
Mean 8390.5 3328.4 6049.2 1398.1 15414.5 9119.4
Median 1212.2 136.2 649.7 93.5 5357.9 1507.9
S.d. 18186.6 11200.2 15782.6 5853.5 22645.8 18869.1
N 600 600 450 450 150 150
Total assets
Mean 88580.0 31803.6 37079.4 9201.5 274741.8 110355.2
Median 5830.6 921.2 3288.5 691.2 69451.1 19796.9
S.d. 280910.4 143888.7 109083.8 35933.2 527477.3 284126.9
N 548 546 429 424 119 122
EBITDA
Mean 1206.2 205.7 720.9 116.7 2937.5 549.0
median 118.7 13.5 62.3 10.5 769.2 108.1
S.d. 4434.1 562.3 2220.5 389.1 8796.9 900.2
N 539 486 421 386 118 100
Deposits
Mean 37390.4 13995.5 19647.2 5517.6 103317.1 46909.9
Median 3897.4 659.1 2355.2 486.3 34735.0 14770.4
S.d. 92386.2 50092.9 52784.3 19724.9 156693.1 97712.3
N 514 498 405 396 109 102
Return on equity
Mean (%) 13.0 3.4 12.6 2.5 14.3 6.3
Median (%) 13.3 0.1 13.3 0.1 13.7 5.4
S.d. (%) 6.9 10.6 6.1 8.5 9.0 14.9
N 589 566 448 430 141 136
Price/book ratio
Mean 1725 1673 2096
Median 1603 1576 1897
S.d. 0942 0825 1499
N 451 396 55
Deal value
Mean 2157.3 1316.4 5577.0
Median 148.8 122.1 814.6
S.d. 7730.6 5967.4 12023.3
N 532 427 105
Regulatory agency involved (%) 74.7 86.2 40.0
Friendly (%) 89.2 94.9 72.0
Cash only (%) 16.7 14.7 22.7
Stock only (%) 38.7 44.2 22.0

This table shows selected descriptive statistics of our total sample as well as of our North American and European subsamples. We list market
value, total assets, EBITDA, deposits, and return on equity for acquirer and targets, as well as price to book ratio for targets and deal value for
transactions. The bottom of table 1 shows some proportions of how many takeovers fall inside certain categories. All applicable values are
reported in million US-Dollars unless denoted in percent. The number of observations, i.e. N, is stated in absolute units.
2348
Table 3
Test for equality of mean and median.

Date All North America Europe


Acquirer Target Acquirer Target Acquirer Target
n Mean t Mean t n Mean t Mean t n Mean t Mean t
Panel A: t-test, HO: mean = O
Window: Transaction entity
[3; +3] Announcement 600 0.885 3.45*** 15.720 19.81*** 450 1.185 4.32*** 18.028 19 22*** 150 0.015 0.02 8.796 6.67***
Closing 506 0.403 1.80* 0.346 1.34 398 0.354 1.60 0.141 0.66 108 0.585 0.89 1.100 1.20
Withdrawal 94 0.235 0.36 2.707 2.55** 52 0.432 0.45 3.365 2.15** 42 0.010 0.01 1.892 1.36
Peer
Announcement 600 0.209 1.63 0.135 0.85 450 0.124 0.82 0.281 1.47 150 0.464 1.92* 0.304 1.16
Closing 506 0.194 1.36 0.060 0.34 398 0.242 1.45 0.115 0.54 108 0.016 0.06 0.142 0.51

Y. Hankir et al. / Journal of Banking & Finance 35 (2011) 2341–2354


Withdrawal 94 0.480 1.32 0.345 0.72 52 0.420 0.74 0.719 0.97 42 0.554 1.32 0.119 0.22
Window: [10; +10] Transaction entity
Announcement 592 1.017 3.04*** 17.044 19.77*** 442 1.336 3.71*** 19.828 20.33*** 149 0.209 0.27 8.207 5.35***
Closing 502 0.381 1.17 0.346 0.85 394 0.417 1.15 0.468 1.12 107 0.289 0.39 0.102 0.09
Withdrawal 90 0.565 0.47 3.418 2.32** 48 1.208 0.70 4.181 1.96⁄ 42 2.591 1.64 2.546 1.25
Peer
Announcement 592 0.468 2.15** 0.422 1.80* 442 0.262 1.00 0.435 1.57 149 1.044 2.82*** 0.393 0.89
Closing 502 0.225 0.95 0.411 1.46 394 0.270 0.97 0.592 1.73* 107 0.079 0.18 0.271 0.67
Withdrawal 90 0.258 0.40 0.157 0.25 48 0.259 0.32 0.008 0.01 42 0.850 0.85 0.328 0.37

Date n Median z Median z n Median z Median z n Median z Median z


Panel B: Wilcoxon signed rank test. HO: median = O
Window: Transaction entity
[3; +3] Announcement 600 1.013 4.95*** 11.281 17.31*** 450 1.418 5.49*** 14.849 15.79*** 150 0.080 0.39 4.167 6.84***
Closing 506 0.202 1.48 0.047 0.42 398 0.265 1.53 0.081 0.17 108 0.249 0.36 0.041 0.56
Withdrawal 94 0.170 0.59 1.395 2.32** 52 0.642 0.36 2.297 1.98* 42 1.016 0.48 0.671 1.21
Peer
Announcement 600 0.268 2.09** 0.047 1.47 450 0.196 1.27 0.323 2.33** 150 0.463 1.99* 0.563 1.35
Closing 506 0.213 0.07 0.195 0.18 398 0.233 0.00 0.288 0.49 108 0.093 0.17 0.023 0.58
Withdrawal 94 0.545 0.81 0.718 0.55 52 0.309 0.26 0.773 1.03 42 0.754 1.07 0.316 0.54
Window: [10; +10] Transaction entity
Announcement 592 1.485 3.75*** 13.724 16.75*** 442 1.690 4.32*** 16.875 15.76*** 149 0.176 0.30 3.860 5.29***
Closing 502 0.226 1.11 0.190 0.39 394 0.128 1.10 0.083 0.83 107 0.554 0.35 0.678 0.64
Withdrawal 90 0.553 0.41 3.348 2.39** 48 1.518 0.63 1.904 1.67* 42 0.952 1.17 3.522 1.88*
Peer
Announcement 592 0.535 2.52** 0.357 2.08** 442 0.123 1.29 0.409 2.07** 149 1.058 2.71** 0.257 0.56
Closing 502 0.111 0.81 0.263 1.31 394 0.226 1.00 0.458 1.78* 107 0.080 0.09 0.364 0.79
Withdrawal 90 0.448 0.20 0.015 0.38 48 1.362 1.05 0.152 0.64 42 1.029 0.82 0.282 0.34

The following table shows the results of two types of hypothesis tests for the distributions of abnormal returns upon takeover announcement and deal closing or withdrawal. All numbers are based on the index model with peer
selection based on market capitalization. From left to right the table reports figures of the full sample, North America and Europe. The upper half shows a standard t-test with the Null hypothesis of the mean being equal to zero,
H0: mean = 0. For robustness reasons we report the statistics of the two symmetric event windows of [3; +3] and [10; +10] days around the respective events. The lower half reports the Wilcoxon signed rank test statistics with
the Null being the median equal to zero, H0: median = 0.
*
Mark the significance at the 10% level.
**
Mark the significance at the 5% level.
***
Mark the significance at the 1% level.
Y. Hankir et al. / Journal of Banking & Finance 35 (2011) 2341–2354 2349

By and large, all CAR signs and corresponding significance levels ical evidence: Previous studies show that targets tend to be the least
are in line with previous empirical M&A research. Hence our re- profitable companies within their peer groups, whereas bidders are
sults support the common findings that, upon takeover announce- typically the most profitable among their peers (see Hannan and
ment, targets exhibit statistically and economically highly Pilloff, 2006; Hernando et al., 2009). Hence, we select target peers
significant positive CARs, whereas bidders are mostly character- by choosing the five least profitable banks and bidder peers by select-
ized by significantly negative abnormal returns. ing the five most profitable banks matching all the above criteria.
Finally, we filter a list of all public banks in the USA, Canada, and
Western Europe using these four variables in order to derive the five
6. Methodology and results
closest target and bidder peers.
Table 4 illustrates the descriptive statistics of the observed CAR
We apply standard event study methodology to investigate the
patterns of targets, bidders, and their five respective closest peers
abnormal returns of targets, bidders, and their five respective clos-
upon the events of takeover announcement and deal closing or
est peers upon takeover announcement and deal closing or with-
withdrawal. Based on our sample of 600 international bank M&A
drawal (for illustrations see Fig. 1). To validate our results, we
transactions in North America and Europe between 1990 and
conduct three different event studies applying the index model,
2008 using the index model with a [3; +3] event window, our re-
the constant mean return model, and the CAPM model.1 The estima-
sults reveal a total of 65 takeovers, or 10.8%, following the CAR pat-
tion period for the constant mean return and the CAPM model is fixed
tern of the market power hypothesis. Furthermore, 29 mergers
at 250 trading days in the time period from 300 to 51 days prior to
(4.8%) show the pattern of the pre-emptive merger hypothesis,
takeover announcement. For the index model, we use two Data-
while 25 transactions (4.2%) exhibit the abnormal return pattern
Stream indices ‘DS Banks North America’ and ‘DS Banks Europe’ as
of the synergy hypothesis, and 19 deals (3.2%) meet the merger
relevant benchmarks for North American and European deals, respec-
wave pattern. Finally, on average, 9.1% of all deals match our finan-
tively. Moreover, we analyze three different events: For all deals we
cial distress filter, highlighting that the financing issues of the tar-
identify the takeover announcement date as Event 1. For closed deals
get are indeed a relevant deal driver for bank M&A. In sum, 28.5% of
we define the date effective as Event 2a, and for canceled deals the
our sample deals (171 out of 600 M&A transactions) follow one of
withdrawal date is Event 2b. To provide further robustness checks
the presumed abnormal return patterns.
we investigate the three symmetric event windows covering
To match one of our theory-related CAR patterns, the deal con-
[1; +1], [3; +3] and [10; +10] days around the respective event.
cerned must match at least seven out of the possible eight ex-
Finally we calculate the CARs for all relevant event windows. To test
pected abnormal return signs as illustrated in Table 1. We
for their significance, we apply standard mean and median tests
observe a ‘total’ match in terms of eight out of eight expected
using the t-test and the Wilcoxon signed rank test, respectively.
CAR signs 22 times for the market power hypothesis (3.7%), seven
As we not only conduct our event study for the actual transac-
times for the synergy hypothesis (1.2%), and five and four times for
tion parties but also for their five respective closest peers, we intro-
the merger wave (0.8%) and the pre-emptive merger hypothesis
duce a set of four key variables to ensure a sound peer selection.
(0.7%), respectively.
This procedure is highly relevant since we claim that the selected
Table 4 also displays a variety of robustness tests to investigate
five target peers and five bidder peers are the ten banks most com-
the consistence of our findings. As one check, we determine all CAR
parable to the actual transaction parties. Thus we determine the
patterns for the three symmetric event windows of [1; +1],
relevant transaction party’s closest peers by the following four vari-
[3; +3] and [10; +10] days around the events of takeover
ables in order to maximize this likelihood: SIC code, equity market
announcement and deal closing or withdrawal separately. Further-
capitalization, sales region, and firm profitability. First, the bidder’s
more, we apply three different event study estimation models: The
or target’s four digit primary SIC code must exactly match the pri-
index-, constant mean return-, and CAPM-models.
mary SIC of its corresponding peers. We implement this criterion
Finally, we diversify the peer selection process in two ways. In
to account for operating differences between banks and thus to en-
the subsample closest MV, we select the ten closest peers as the five
sure that both the original entity and peer are operating within the
target peers and five bidder peers that are closest to the actual
same industry. Second, the peer’s market capitalization as com-
transaction parties as compared by equity market value one month
pared to the transaction party’s must be within a range of plus or
before deal announcement. On the other hand, in the subsample
minus 25% for acquirer peers and within a range of plus or minus
closest MV&RoE, we identify the peers as those banks with the
50% for target peers. We choose these values, first, to ensure that
smallest differences based on a combined average index of equity
the original entity and peers are about the same size and, second,
market value and return on equity last reported before the M&A
to reflect the existing size differences between bidders and targets.
announcement. As shown in Table 4, the relative frequency distri-
Third, we identify the sales region as the region where bidder and
butions of the theory-related CAR patterns are characterized by a
target headquarters are located. All peers are expected to be located
high degree of stability for all robustness checks. Basically, all rel-
in the same geographic region, which is either North America or
ative frequency distributions are robust to divergent event win-
Western Europe. Thus, we use the region in which the firm con-
dows, event study estimation models, and peer selection methods.
cerned is incorporated as a proxy for the geographic focus of its
Since the distribution of empirically observed CAR patterns
business activities. Hence, this selection variable helps us to ensure
could still be random and thus be unassociated with any of the
that the actual transaction parties and their peers share the same
M&A hypotheses under investigation, we need to analyze whether
basic sales region.2 Fourth, the profitability proxy is based on empir-
the occurrence of a theory-related CAR pattern actually coincides
1
with fundamentals explaining the respective hypotheses. Thus, a
Eðr i Þ ¼ r f þ bi ðr m  rf Þ the risk-free rates are derived from data on 3-month
suitable model for testing our hypotheses should be able to indi-
Treasury Bills if available. For countries without according government bonds we take
the region’s average. Country specific risk premiums are taken from Dimson et al. cate any significant impact of relevant firm- and deal-specific char-
(2008) when available. For countries not covered in their study we take the region’s acteristics associated with the respective M&A hypotheses while at
average premium. the same time controlling for alternative CAR patterns and exoge-
2
We control for whether or not a takeover is conducted by the ultimate parent or a nous effects. For example, regarding the market power hypothesis,
subsidiary. This is crucial for our differentiation between North American and
European deals as well as for our peer selection, since a regional peer selection based
the occurrence of the related CAR pattern should coincide with big
on subsidiaries would ignore the fact that transactions are actually carried out by firm size, intra-industry M&A, and an increase in market concen-
parent companies. tration, suggesting a lessening of competition. To test the viability
2350 Y. Hankir et al. / Journal of Banking & Finance 35 (2011) 2341–2354

Table 4
Frequencies of CAR patterns.

Index model Mean return model CAPM


MV MV&RoE MV MV&RoE MV MV&RoE
Event window [1; +1]
Market power (%) 10.1 7.5 10.5 13.7 7.3 9.9
Pre-emptive merger (%) 5.1 5.7 5.5 3.3 5.1 2.8
Merger wave (%) 1.8 3.1 4.3 3.8 2.9 5.2
Synergy (%) 5.0 5.3 3.6 3.3 3.1 3.3
Financial distress (%) 4.8 11.8 4.8 11.4 5.8 7.0
SUM (%) 26.9 33.3 28.8 35.5 24.2 28.2
N 603 228 560 211 549 213
Event window [3; +3]
Market power (%) 10.8 10.1 11.1 12.3 10.4 9.9
Pre-emptive merger (%) 4.8 5.7 4.5 3.3 4.4 4.2
Merger wave (%) 3.2 3.9 2.3 3.8 2.7 3.3
Synergy (%) 4.2 3.1 3.6 3.3 2.0 3.3
Financial distress (%) 5.5 11.8 5.0 10.4 5.8 6.6
SUM (%) 28.5 34.6 26.6 33.2 25.3 27.2
N 600 228 557 211 549 213
Event window [10; +10]
Market power (%) 11.0 10.7 12.9 13.9 12.2 10.5
Pre-emptive merger (%) 3.5 4.9 2.4 1.4 3.3 1.9
Merger wave (%) 3.0 3.1 2.2 2.9 2.2 5.2
Synergy (%) 2.5 3.6 3.1 3.8 2.6 3.8
Financial distress (%) 6.4 14.2 6.5 13.9 5.7 9.0
SUM (%) 26.5 36.4 27.1 36.1 26.0 30.5
N 592 225 550 208 542 210
Means
Market power (%) 10.0 12.4 10.0
Pre-emptive merger (%) 5.0 3.4 3.6
Merger wave (%) 3.0 3.2 3.6
Synergy (%) 3.9 3.5 3.0
Financial distress (%) 9.1 8.7 6.7
SUM (%) 31.1 31.2 26.9

This table displays the relative frequency distribution of relevant CAR patterns associated with our four M&A hypotheses of merger wave, pre-emptive
merger, market power, and synergy. To validate our results we compare these four hypotheses with the empirical fact that a substantial proportion of bank
takeovers is driven by financing issues on the part of the target and thus introduce and analyze financial distress as a fifth relevant M&A motive. As a
robustness check all relevant CAR patterns have been identified for the three symmetric event windows of [1; +1], [3; +3], and [10; +10] days around
the events of M&A announcement and deal closing or withdrawal. For further robustness testing we apply three different event study estimation models,
namely the index, constant mean return, and CAPM model. Finally, the selection process for the five closest target and bidder peers is diversified in two
ways.
Within the subsample MV the ten closest peers are selected as the five target peers and five bidder peers which are closest to the actual transaction parties
as compared by equity market value one month before deal announcement. On the other hand, in the subsample closest MV&RoE these peers are identified
as those banks with the smallest differences based on a combined average of equity market value and return on equity last reported before the M&A
announcement. The table displays the relative frequency distributions of the theory-related CAR patterns for divergent analyzes which show a high degree
of persistence. Basically, all relative frequency distributions are robust to varying event windows, event study estimation models, as well as peer selection
methods. All given values are reported in percent, except for N which shows the absolute number of observations of the respective analysis.

of our theoretical indications, we apply a multinomial logistic the base case category, since the underlying theories do not allow
regression approach to jointly test the conditional occurrence us to derive a plausible link to our explanatory variables. Neverthe-
probability of our theory-related CAR patterns given firm- and less, we also test the robustness of our model by differentiating
deal-specific variables. We use the following regression model: these two additional categories and find no qualitative change in
0
our results as reported below. On the right-hand side, we include
ebj xi the following variables: The ratio of the offer price to target earn-
PrðY i ¼ jjxi Þ ¼ P3 b0k xi
; for j ¼ 1; . . . ; n ð1Þ
1þ k¼1 e
ings, the ratio of shareholders’ equity to total assets of target and
acquirer, the log of relative target size compared to the acquirer
In this equation, x is the vector of firm and deal characteristics, as measured by the ratio of equity market values of target and
while b equals the vector of coefficients associated with these char- acquirer, the log of acquirer total assets, the return on equity of tar-
acteristics. Pr represents the conditional probability of the occur- get and acquirer, the target net income 5-year growth rate, the ra-
rence of hypothesis j given the variables vector x. Thus, the tio of EBITDA to return on assets of the target, the percentage
multinomial logistic regression model allows us to analyze which change in market concentration around the M&A transaction con-
firm- and deal-specific variables have an impact on the occurrence cerned as measured by a region- and sub-industry-specific Hirsh-
probability of a given theory-related CAR pattern. man-Herfindahl Index, and several binary variables for intra-
On the left-hand side of the regression, we define four catego- industry takeovers, for whether a regulatory agency was involved
ries. We separately categorize the CAR patterns related to our mar- in the deal, for pure cash payment, for domestic deals, and finally,
ket power, synergy, and financial distress hypotheses. In addition a binary variable for North American transactions. Moreover, to
we categorize all other observed abnormal return patterns to a control for time effects, we add year fixed effects to the regression.
fourth category, which is defined as the base case of our regression However, as our sample consists of a heavily skewed distribution
model. Instead of separately categorizing the pre-emptive merger in terms of transaction size, we need to cope with a small transac-
and merger wave hypotheses, we include those two patterns in tions bias when analyzing abnormal returns. To mitigate this bias
Y. Hankir et al. / Journal of Banking & Finance 35 (2011) 2341–2354 2351

and consistently improve the economic clarity of our regression ble since uncoordinated price increases can only materialize if, due
model, we weigh all observations by the log of the target’s market to a higher market concentration, individual market power in-
capitalization. For greater transparency, we run our regressions for creases. Thus, smaller bidders benefit disproportionately from the
both equal and value-weighted samples to add further validity to acquisition of relatively big targets since their bargaining power in-
our findings. Table 5 reports our regression results. The left most creases substantially. This effect is also confirmed by the signifi-
part of Table 5 displays the multinomial regressions for our cantly negative beta of the log of acquirer’s total assets. As an
equal-weighted sample. For a total of 258 M&A transactions, the explicit ex post control for higher market concentration, we com-
results for the market power hypothesis yield a significantly posi- pute a HHI for each two-digit-SIC banking sub-industry and every
tive coefficient of 2.61, which indicates a significantly higher prob- geographic region based on total assets and then derive the index
ability of the market power CAR pattern for transactions where the change from the quarter prior to the quarter after deal closing. The
target as compared to the acquirer is relatively larger in terms of significant beta of 16.187 for the change in HHI reflects a high
firm size. This becomes even more distinct if we consider the va- probability of the coincidence of the market power pattern and
lue-weighted regression results to the right of Table 5, where the an increasing market concentration. For a more quantitative anal-
log-value-weighted model shows a highly significant coefficient ysis we also compute the marginal effects by transforming the HHI
of 2.74 for the relative target size ratio and hence confirms our pre- coefficient into a percentage and then retrieve the marginal effects
vious results. Moreover, the significantly positive beta of the same of eð0:16187Þ ¼ 1:176. Accordingly, a 1% increase in market concen-
industry dummy indicates a substantially higher probability for tration results in a 17.60% increase in the occurrence probability
market power effects if target and acquirer operate within the of the market power hypothesis.
same banking sub-industry (beta = 24.01 for equal-weighted and For the synergy pattern, our multinomial logistic regression
25.26 for value-weighted sample). This result is intuitively plausi- model suggests a significant coincidence with deals characterized

Table 5
Multinomial logistic regression model.

Unweighted Log-value-weighted
M. power Synergy Fin.Dist. M. power Synergy Fin.Dist.
Bid/earnings ratio 0.003 0.004 0.089* 0.005 0.009* 0.111***
(0.37) (0.44) (1.78) (1.40) (1.88) (4.37)
Tg equity ratio 2.255 40.521 57.073 3.322 31.423*** 59.201***
(0.49) (1.62) (1.63) (1.46) (2.96) (3.29)
Aq equity ratio 3.002 3.585 73.262 4.345 3.710 83.411***
(0.33) (0.19) (1.49) (0.90) (0.46) (3.31)
Log(Tg relative size) 2.611* 7.846*** 6.988 2 738*** 8.446*** 7.609***
(1.81) (2.79) (1.58) (3.88) (7.67) (3.47)
Log(Aq total assets) 0.410* 0.089 0.755 0.627*** 0.083 0.863***
(1.88) (0.35) (1.49) (5.68) (0.82) (3.33)
TgRoE 0 102*** 0.060 0.189 0.102*** 0.074*** Q194***
(2.63) (1.39) (1.34) (5.54) (4.00) (2.81)
AqRoE 0.074 0.239** 0.128 0.088*** 0.265*** 0.177**
(1.44) (2.42) (0.88) (3.66) (6.36) (2.37)
Tg Net income GR 0.018 0.039 0.016 0.021** 0.047*** 0.020
(1.03) (1.59) (0.59) (2.53) (4.30) (1.47)
EBITDA RoA 39.425 242.835** 174.839 49.685** 233.859*** 209.579**
(0.91) (1.99) (1.05) (2.53) (4.75) (2.37)
Change in HHI 11.647* 0.124 5.674 16.187*** 2.476 5.802
(1.71) (0.01) (0.18) (4.64) (0.65) (0.35)
Same industry 24.011*** 0.534 19.445 25.257*** 1.065 20.651
(5.34) (0.31) (12.24) (1.36)
Regulatory agency 1.894* 1.060 1.105 1.896*** 1.662** 0.403
(1.87) (0.65) (0.51) (4.22) (2.41) (0.38)
Cash only 0.205 2.047 51.493 0.305 1.814** 44.506
(0.23) (1.26) (0.00) (0.68) (2.40) (0.00)
Domestic deal 0.624 1.209 18.872⁄⁄ 0.347 0.312 18.538***
(0.30) (0.56) (2.11) (0.37) (0.32) (4.16)
North America 2.529** 1.415 0.987 3.146*** 1.194 0.068
(2.15) (0.78) (0.28) (5.65) (1.62) (0.04)
Year fixed effects Yes Yes
N 258 258
LogL 95.41 446.93
Chi2 524.52 2835.28
Pseudo R2 0.73 0.76

This table shows the results of a multinomial logistic regression. On the left-hand side of the regression equation, we categorize CAR patterns related to (1)
market power hypothesis, (2) synergy hypothesis, (3) financial distress hypothesis and (4) all other CAR patterns as the base case regression category. On
the right-hand side we control (in this order) for the ratio of offer price to target earnings, the ratio of shareholders equity to total assets of target and
acquirer, the log of relative target size compared to the acquirer as measured by the ratio of equity market values of target and acquirer, the log of acquirer
total assets, the return on equity of target and acquirer, the target net income 5-year growth rate, the ratio of EBITDA to return on assets of the target, the
percentage change in market concentration around the respective M&A transaction as measured by the HHI, and several binary variables for intra-industry
takeovers, whether a regulatory agency was involved in the deal, pure cash payment, domestic deals, and finally a dummy for North American trans-
actions. Moreover, we also add yearly fixed effects to the regression. The left part of the table shows the equal-weighted sample, whereas the right part
shows the value-weighted regressions based on the log of target market values to mitigate the small transactions bias of our sample. The table reports the
variables’ betas next to the corresponding t-values in parentheses.
*
Mark the significance at the 10% level.
**
Mark the significance at the 5% level.
***
Mark the significance at the 1% level.
2352 Y. Hankir et al. / Journal of Banking & Finance 35 (2011) 2341–2354

by outperforming bidders acquiring underperforming targets in ences might have an impact on the results of our event study.
non-pure-cash transactions. Economically, this seems plausible, However, when comparing the two subsamples, our results in
since synergies offer the highest potential if there is a significant terms of CAR signs and significance levels qualitatively hold for
difference in operating and/or financial performance between tar- both regions. Our findings suggest that in North America and in
get and acquirer. Thus, our regression results for deals matching Europe, capital market reactions to bank M&A are at least qualita-
the synergy hypothesis reveal that the targets involved are consis- tively similar.
tently characterized by significantly lower equity ratios (be- In another robustness check, we analyze the relationship be-
ta = 31.42) and profitability levels in terms of return on equity, tween the occurrence of the observed CAR patterns and certain
net income growth, and EBITDA return on assets, with all variables economic indicators. This approach provides additional intuitive
exhibiting significantly negative coefficients of 0.07, 0.05, and support for our results and shows whether the CAR patterns occur
233.86, respectively. Bidders, on the other hand, are substantially with different frequencies under changing economic conditions.
more profitable (beta = 0.27) and, given the risk of realizing antic- The indicators we use to proxy for these economic conditions
ipated synergies, seem reluctant to finance such takeovers solely are, first, the average annual GDP growth of the EU27 countries
with cash (beta = 1.81). and the United States and Canada in percent, second, the average
Looking at financial distress as an M&A motive, we derive that market concentration measured by a Hirshman-Herfindahl Index
these deals mostly involve relatively small targets (beta = 7.61) (HHI) in the EU27 area and North America as represented by the
operating within the same banking sub-industry (beta = 20.65) as United States and Canada and, third, the market volume for bank
the bidder. In addition, such takeovers are preferably financed with M&A in Europe and North America in billions of US-Dollars. We
equity (beta = 44.51). Since the acquisition of financially troubled analyze the relationships between the indicators using a correla-
banks involves substantially higher risks, it seems reasonable that tion analysis, as displayed in Table 6. We include the relative fre-
bidders limit their exposure by taking over significantly smaller quency of all theory-related CAR patterns together with the three
targets in terms of relative firm size as compared to the M&A deals economic indicators. We generally observe that almost all patterns
that match our market power or synergy patterns. Moreover, the seem to have a rather moderate correlation with all three eco-
bidder’s exposure is further reduced when acquiring a target that nomic variables. We find moderately positive coefficients for all
operates exactly the same business lines, as the bidder assumes patterns (bar financial distress) with the M&A market volume.
no additional strategic risks from post-merger integration. Finally, The merger wave pattern, especially, has its highest correlation
the means of payment complement this story line. So, when take- coefficient of q = 0.276 with M&A market volume as compared to
over risk increases, the willingness of bidders to pay cash signifi- the two other economic indicators. This comes as no surprise, since
cantly decreases. all patterns should occur with a higher frequency in times of in-
creased M&A volume, especially the merger wave pattern. Regard-
ing the relative frequency of our main pattern, i.e. the market
7. Robustness checks power pattern, we find that it has the highest positive correlation
coefficient of q = 0.198 with the market concentration of all pat-
Apart from our main analysis, we conduct several robustness terns. Although the correlation coefficient is rather low and
checks. First, we test whether our results hold for different event although we observe a higher absolute but negative correlation
study specifications, especially different event windows and CAR of the HHI of q = 0.389 with the financial distress pattern, we find
estimation methods. Second, we test the economic significance of it plausible that there is a positive relationship between market
the observed cumulative abnormal return patterns by analyzing concentration and the market power pattern: Investors who be-
the underlying raw returns followed by a confidence interval anal- lieve in the market power theory will trade on it particularly in
ysis of the combined CAR patterns. As we base our M&A hypothe- times of increasing market concentration because an increase in
ses on expected CAR signs, our empirical frequencies could be market concentration allows the merging companies best to ex-
driven by small and thus economically insignificant abnormal re- ploit market power. This result is also interesting in comparison
turns close to zero. Therefore, we add the restriction to consider to the correlation of the market power pattern and the two other
only those CARs that significantly differ from zero based on confi- economic indicators. In both cases, the market power pattern has
dence intervals derived from their frequency distributions. All our the lowest absolute correlations of all patterns with 0.05 for
results still hold qualitatively. GDP growth and 0.15 for M&A market volume. Deals following
To provide a better understanding of the actual magnitude and
hence economic relevance of the CAR patterns related to our M&A
hypothesis we calculate means and medians of the single underly- Table 6
ing abnormal returns of transaction parties and peers. So, e.g., upon Correlation analysis of CAR patterns and economic indicators.

an M&A announcement the CAR pattern related to our market M&A market vol. GDP growth HHI
power hypothesis yields mean positive abnormal returns of Market power 0.150 0.050 0.198
19.59% for targets, 3.28% for bidders, 2.66% for target peers, as well Merger wave 0.276 0.231 0.039
as 2.20% for bidder peers. Moreover, the deals’ closing results in Synergy 0.263 0.155 0.137
corresponding positive CARs of 4.28%, 3.90%, 3.43% and 3.31% on Pre-emptive 0.773 0.349 0.129
Fin. distress 0.218 0.122 0.389
average for targets, bidders, target peers and bidder peers respec-
M&A market vol. 1.0 0.437 0.103
tively. Whereas a withdrawn takeover leads to negative mean CARs GDP growth 1.0 0.168
of 7.10%, 3.10%, 2.54% and 3.27% for the respective parties. HHI 1.0
The median values are of similar magnitude.
This table provides the results of a correlation analysis on the relative frequencies of
As a further robustness check, we geographically subdivide our our five theory-related, empirically observed CAR patterns: The market power
sample by region to test whether our findings are driven by coun- hypothesis, merger wave hypothesis, synergy hypothesis, pre-emptive merger
try effects. Therefore, we split our data set into the two subsamples hypothesis and the financial distress patterns over the period 1991–2007. To
North America and Europe. The rationale behind this geographical determine possible correlation between the occurrence of these patterns and the
general economic conditions, we include three economic indicators: The aggregate
analysis is that the North American and European financial services (Europe and North America) market volume for bank M&A M&A Market Vol., the
industries are characterized by different banking systems, varying aggregate Hirshman-Herfindahl Index HHI of bank market concentration and the
market consolidation, and divergent regulation. Thus, these differ- annual GDP growth of both regions to account for economic cycles.
Y. Hankir et al. / Journal of Banking & Finance 35 (2011) 2341–2354 2353

the market power pattern therefore do not seem to occur predom- tion theory as they follow this theory when making deals, which
inantly in times of high M&A volume or GDP growth, but simply go could thus facilitate their own exploitation of market power.
along with an increasing market concentration. In our opinion, the results and their conclusions hold some
implications for bank regulators and bank market antitrust author-
ities. As we argue in our research motivation, we do not test for the
8. Conclusion actual existence of market power exploitation, but only for capital
markets’ perception of its existence. The fact that more investors
In this paper we empirically analyze capital markets’ percep- believe in the possibility of market power exploitation than in
tions of banks’ exploitation of market power and the resulting eco- the existence of synergies might call for a more thorough consider-
nomic benefits for the parties involved. Through event study ation of the actual market concentrations and competition levels
analysis, we investigate the abnormal returns of targets, bidders, by regulators. Although there are industries with higher market
and their five respective closest peers upon takeover announce- concentration, banking markets have been among the most highly
ment and deal closing or withdrawal. To account for additional regulated markets in the world, especially in terms of antitrust is-
market perceptions regarding bank M&A, we compare the market sues. Thus, in spite of this heavy regulation, there remains a con-
power hypothesis to four other frequently applied M&A hypothe- siderable number of investors who believe in value creation
ses: Merger wave, pre-emptive merger, synergy and financial dis- through market power. Previous research shows that market con-
tress hypothesis. centration has strongly increased in banking markets worldwide
Based on a sample of 600 bank M&A in North America and Eur- over the past 20 years. Yet the effects of this increasing concentra-
ope in the period from 1990 to 2008, we find that the stock return tion, especially in terms of price increases of banking products,
pattern related to the market power hypothesis is the most fre- cannot be clearly shown (for an overview of the literature see
quent in international bank M&A (10.8% of all sample deals), espe- Degryse and Ongena, 2008). We thus see our paper as a stepping
cially compared to the CAR patterns of the merger waves (3.2%), stone for further research to look more closely into the question
the pre-emptive merger (4.8%), the synergy hypothesis (4.2%) of whether or not investors who believe in market power exploita-
and the financial distress hypothesis (5.5%) which seem to play tion as a source of value creation are right in doing so. Building on
only a minor role. Prior research focuses on the existence of market that, regulatory agencies have to decide whether or not they want
power exploitation and unilateral (price) effects as a consequence to give investors a reason to believe in the possibility of market
of M&A transactions and tries to quantify unilateral effects in power exploitation through mergers and acquisitions.
terms of the magnitude of observed price increases. In this paper,
we apply a different research approach. Our paper does not ques-
tion the actual ex post existence of unilateral price effects as a con- Acknowledgements
sequence of increased market power but instead analyzes the
capital market’s ex ante perception of whether or not there is po- We especially thank José Manuel Campa, Robert DeYoung,
tential for a decrease in competition through bank M&A. Eberhard Feess, Michael H. Grote, Giuliano Ianotta, Morris Knapp,
Even though there are obviously more than the five M&A mo- Jan-Pieter Krahnen, Giacomo Nocera, Reinhard H. Schmidt, Sailesh
tives explicitly investigated in this paper, we do not inspect other Tanna and Marc Wahrenburg for valuable comments and sugges-
motives since deriving specific stock return patterns for these mo- tions. All remaining errors are our own.
tives is impossible. Nevertheless, we document and include all the
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