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1. Introduction
The remainder of the paper is organized as follows. The next section identifies
the broad characteristics of merging firms and their industries most likely to give rise
to collusion as a motive for merger. The data and methodology are described in section
III. Section IV contains a discussion of the results, and section V contains some
concluding remarks.
collusion (i.e. the absence of competition). Acquirers that are relatively free of
competition in their own industries would seem less likely to merge in response to
competitive pressures and more likely to achieve success in changing the competitive
environment in acquired firms' industries. Consequently, merger gains should be
positively related to concentration in acquiring firms' industries.
Statistical tests focus on generalized least squares regression results for the
following equations:5
dEVSi = α0 + α1dIEVStAG + α2dIEVSiAD + α3RSIZEi + α4AGSi +
α5R0CiAG + α 6 GSALE i A G +Α7HiAG+α8ADSi+ α 9 R O C i A D + α 1 0 GSALE i A D +
Table I:
Univariate statistics. N=79 observations
MAX MEAN MEDIAN MM STD
dEVS 1.454 0.044 0.057 -0.804 0.334
dIEVS AG 1.519 0.127 0.058 -0.420 0.342
dIEVSAD 0.780 0.119 0.080 -0.242 0.200
RSIZE 3.777 0.426 0.189 0.007 0.575
AGS 1.000 0.448 0.344 0.002 0.378
ROC A G 0.680 0.279 0.261 0.066 0.120
NROC AG 0.449 0.014 0.016 -0.317 0.109
GSALE AG 117.200 10.303 8.500 -22.800 16.579
GISALEAG 38.400 8.073 7.600 -13.400 9.074
HAG 1.069 0.402 0.361 0.024 0.253
ADS 0.827 0.191 0.100 0.003 0.228
ROCAD 0.593 0.239 0.239 -0.131 0.133
NROCAD 0.487 -0.011 -0.010 -0.401 0.130
GSALEAD 75.591 13.919 10.025 -4.296 13.403
GISALEAD 38.370 11.123 9.766 -6.926 10.266
HAD 0.990 0.343 0.295 0.004 0.246
dEVS represents the change in merging firms' total excess market value (EVS),
and dIEVSAG and dIEVSAD represent the changes in acquiring- and acquired-industry
EVS, respectively. For an individual company, EVS is calculated as the difference
between the market and book values of common equity, normalized by net sales:
MVEit is the market value of common equity of firm i in year t and is computed as
the average annual high-low stock price multiplied by common shares outstanding.
BVEit is the year-end book value of common equity, and SLSit denotes annual net
sales. EVSit is calculated for each acquiring- and acquired firm for each of the two
years preceding the year of merger and the third year subsequent (i.e. for t = -2, -1,
+3 where t =0 is the year of merger).
Volume 23 Number 3 1997 7
Table II:
Correlation Coefficients. Superscripts a, b and c denote statistical significance at the
.01, .05 and .10 levels, respectively
dEVS dIEVSAG dIEVSAD RSIZE AGS ROC AG
AG a
dIEVS 0.38l
dIEVSAD 0.409a 0.301 a
RSIZE 0.147 0.302a 0.333a
b
AGS -0.160 -0.269 -0.274b -0.305a
ROC AG -0.108 -0.313 a
-0.218c -0.165 0.267b
a
NROC AG -0.147 -0.306 -0.224b -0.108 0.219c 0.721 a
GSALE AG -0.102 -0.012 0.047 0.063 -0.094 0.066
GISALEAG -0.164 -0.172 -0.334a -0.326a -0.119 0.166
HAG -0.064 -0.138 -0.279b -0.036 0.286b 0.100
ADS 0.139 0.008 -0.001 0.220c 0.222b 0.010
ROCAD 0.308a 0.109 0.054 -0.075 0.174 0.047
NROCAD 0.224b 0.090 0.052 -0.033 0.127 -0.152
GSALEAD -0.174 0.003 -0.086 -0.039 -0.159 0.095
GISALEAD -0.154 -0.203c -0.267b -0.178 0.013 0.201c
HAD 0.045 -0.032 -0.054 0.051 0.266b -0.130
NROCAG GSALEAG GISALEAG HAG ADS ROC AD
GSALEAG 0.021
GISALEAG -0.095 0.189c
c
HAG 0.200 -0.041 0.100
ADS 0.074 -0.036 -0.174 0.065
ROCAD 0.070 0.146 0.048 0.070 0.162
NROCAD -0.006 0.152 -0.061 0.044 0.137 0.849a
GSALEAD 0.189c 0.093 0.130 0.000 -0.104 -0.026
GISALEAD 0.073 0.116 0.560a 0.048 -0.024 0.064
HAD -0.033 0.026 0.002 0.440a 0.270b 0.136
NROCAD GSALEAD GISALEAD
GSALEAD 0.052
GISALEAD -0.016 0.144
HAD 0.130 -0.123 -0.046 |
The change in merging firms' combined excess market value, dEVSi, is the
difference between the acquirer's post-merger EVS(t=+3) and the pre-merger EVS
of the pair of merging firms. Pre-merger EVS is constructed in two steps. First, the
sales-weighted average EVS for each pair of merging firms is calculated for each
pre-merger year (i.e. for t=-2,-1);then pre-merger EVS is the two-year average of
the combined excess market values obtained in step one. Changes in industry excess
market values, dIEVSAG and dIEVSAD, are calculated in a similar manner on the basis
of sales-weighted average excess market values for 4-digit SIC industries, excluding
the merger firms.
EVS should be zero. The departure of market value from replacement value reflects
the capitalized value of future excess profits attributable to either differential effi
ciency or collusion.6 This study focuses on changes in the excess market values of
merging firms and of acquired-firms' rivals for evidence on the market structure-
related effects of corporate combinations. Unlike "ex post" performance measures
derived from accounting data, changes in excess market values are forward-looking
in the sense that they reflect mergers' effects on expectations of future excess profits.
The size of a merging firm relative to its industry is measured by AGS and ADS.
AGS is the ratio of the acquiring firm's sales to the sales of its largest competitor;
ADS is the ratio of the acquired firm's sales to the sales of its largest competitor. The
collusion hypothesis implies that merger gains should be related positively to both
AGS and ADS: α4 > 0, α8 > 0, β2 > 0,β6> 0.
Profitability is measured by the operating cash flow return on capital, ROC, and
is defined as the ratio ofearnings before interest, taxes and depreciation to total capital.
Total capital is the sum of the book values of long-term debt and owners' equity.
Relative profitability is the difference between the firm's ROC and that of its industry:
NROC=ROC-IROC. Acquiring- and acquired firms' normalized returns on capital
are denoted by NROCAG and NROCAD, respectively. Industry averages are denoted
by IROCAG and IROCAD and are calculated as weighted averages for 4-digit SIC
industries with weights based on total capital. If the motive is to reduce competition,
then merger gains should be related positively to acquirers' profitability: α5 > 0 and
β3 > 0. Acquired firms' profitability (ROCAD) is included as a control variable.
Regressions were run using both unadjusted and normalized profitability measures.
Growth is calculated as the percent change in sales from t =-2 to t =-1 for
acquiring- and acquired firms, GSALEAG and GSALEAD, and their industries, GIS-
ALEAG and GISALEAD. Merger gains should be related negatively to growth rates:
α6 < 0, α10 < 0, β4 < 0, and β8 < 0.
H
it = Pjk1n pjt t = -2,-1
denote acquiring- and acquired-firm industry entropies, respectively, and are calcu
lated as two-year averages for t=-2,-l.
The equation for dEVS includes changes in industry excess market values as
explanatory variables in order to control for industry-wide factors that might other
wise obscure the relationships under consideration. The inclusion of dIEVSAG and
dIEVSAD has little effect on estimated coefficients of the other explanatory variables.
However, the standard errors of the estimates are improved considerably.9
Generalized least squares regression results are reported in Tables III and IV; and
ordinary least squares results are reported in Tables V and VI. On balance, the results
appear inconsistent with the notion that firms merge to reduce competition in acquired
firms' industries.10 A number of the estimated coefficients are clearly inconsistent
with the collusion hypothesis. For example, in the equation for dEVS (see Table III)
the coefficients of RSIZE, AGS, and HAG suggest that merger gains are negatively
related to the relative size of the acquisition, the relative size of the acquirer, and
concentration in the acquirer's industry. As discussed previously, if the motive for
merger is to reduce competition in the industry ofthe acquired firm, then merger gains
should be positively related to these characteristics. In the equation for dIEVSAD (see
Table IV), the coefficients of AGS, ROCAG, and ADS suggest that merger gains for
acquired firms' rivals are negatively related to the acquirer's relative size, the
acquirer's profitability, and the relative size of the acquired firm. Again, if the motive
is to reduce competition, then the gains for acquired firms' rivals should be positively
related to these characteristics.
The collusion hypothesis also implies that sources of gain for merging firms are
sources of gain for rivals as well. Therefore, the signs of the coefficients should be
the same in both equations. This is not the case, however, for several important
variables. For instance, the coefficient of RSIZE in the first equation is negative and
at least marginally significant, while in the second equation it is positive and highly
significant. The coefficients of acquiring-firm profitability, ROCAG, acquiring-indus-
try concentration, HAG, and acquired-firm relative size, ADS, have opposite signs as
well. Only the growth coefficients are consistent with the collusion hypothesis in each
equation.
These results suggest that the intent to reduce competition in acquired firms'
industries does not appear to be a widespread motive for merger. Consequently, the
notion that concentration represents an adequate index of competitive behavior is not
Volume 23 Number 3 1997 10
strongly supported. In contrast, the results do support to some extent the view that
mergers are driven by economies of scale and scope. For example, in the equation for
dEVS, the negative coefficient on AGS suggests that larger (smaller) gains arise
where acquirers are relatively small (large). Perhaps, smaller acquirers approach
minimum efficient scale via mergers while diseconomies set in for relatively large
acquirers. The existence of U-shaped cost curves is also suggested by the negative
relationship observed between RSIZE and dEVS. As the size of the acquired firms
rises relative to that of the acquirer, certain organizational frictions might be more
likely to impede the restructuring necessary for the realization of efficiency gains.
These frictions might be due, for example, to incompatible corporate cultures or to
the existence of entrenched, self-interested groups. It seems plausible that disecono-
mies of this nature would be more prevalent in mergers of equals than in mergers
where acquirers are much larger than acquired firms.
The economies of scale and scope argument also suggests that merger gains
should be negatively related not only to the acquirer's relative size but to its relative
profitability as well. In other words, acquirers that are truly marginalfirmsshould be
relatively small and relatively unprofitable prior to merger. Since thesefirmsshould
realize greater economies, merger gains should be negatively related to both size and
profitability. Although the negative coefficient on AGS is consistent with this
argument, the positive coefficient on ROCAG is not. Apparently, larger gains arise
where acquirers are relatively profitable. Moreover, the positive coefficient on
ROCAD suggests that larger gains arise where acquiredfirmsare relatively profitable
as well. Perhaps, the complementarities that exist between mergingfirmscan not be
exploited without sufficient internal sources of funds. In the presence of asymmetric
information between managers and outside investors, truly marginalfirmsmay have
only limited access to external sources of capital. Lacking internal funds, they may
be unable tofinancethe asset restructuring and investment needed in order to realize
significant gains from merger. In any event, the positive relationship between profit-
ability and merger gains casts some doubt on standard, textbook arguments based on
economies of scale and scope. Consequently, the Efficient Structure hypothesis,
which asserts that concentration reflects intra-industry efficiency differences, appears
to offer an incomplete explanation of industry structure, conduct and performance.
V. Summary
This research has examined the determinants of market value gains and losses in
corporate combinations for the purpose of gaining new insight into the broader
relationships among industry structure, conduct and performance. The gains and
losses of merging firms and of rivals of acquired firms are related to measures of
industry structure and of mergingfirms'competitive positions. Since, ceteris paribus,
corporate mergers increase concentration, these relationships provide evidence rele-
vant to the debate between adherents to Monopoly Power and Efficient Structure
views. Although the evidence is less than compelling, it does tend to favor the ES
view. However, the apparent fact that merger gains and profitability are related
positively suggests that the ES view may be incomplete. Clearly, the need for
additional research is indicated.
Volume 23 Number 3 1997 11
Table III
Generalized Least Squares regression results for change in merging-firm excess market value
(dEVS). Superscripts a, b and c denote statistical significance at the .01, .05 and .10 levels,
respectively, t-values are shown beneath the parameter estimates. N=79 observations. R2 is the
squared correlation coefficient between actual dEVS and predicted dEVS calculated on the basis
of GLS estimates. The regressions were run with no intercept.
Dependent Variable: dEVS
Table IV
Generalized least squares regression results for change in acquired-industry excess market value
(dlEVSAD). Superscripts a, b and c denote statistical significance at the .01, .05, and .10 levels,
respectively t-values are shown beneath the parameter estimates. N=79 observations. R2 is the
squared correlation coefficient between actual dIEVSAD and predicted dIEVSAD calculated on the
basis of GLS estimates. The regressions were run with no intercept
Dependent Variable: dIEVSAD
Table V
Ordinary Least Squares regression results for change in merging-firm excess market value
(dEVS). Superscripts a, b and c denote statistical significance at the .01, .05 and .10 levels,
respectively, t-values are shown beneath the parameter estimates. N=79 observations. The
adjusted R2 is shown at the bottom of the table.
DependentVariable:dEVS
CONST 0.0419 -0.1837 -0.0573 -0.2200
0.41 -1.42 -0.52 -1.62
AG
dIEVS 0.2694 0.2571 0.2666 0.2556
2.46b 2.40b 234* 230 b
AD
dIEVS 0.5531 0.5396 05654 05267
2.92a 2.92a 2.77* 2.65a
RSIZE -0.0630 -0.0488 -0.0681 -0.0631
-0.93 -0.74 -0.93 -0.89
AGS -0.1374 -0.1646 -0.0979 -0.1412
-1.29 -1.56 -0.87 -1.24
ROCAG 0.2456 0.1860
0.82 0.60
NROCAG 0.1424 -0.0039
0.42 -0.01
GSALEAG -0.0026 -0.0031
-1.29 -1.52
GISALEAG -0.0007 -0.0022
-0.13 -0.43
HAG 0.0776
0.0927 0.1005 0.0838
0.59 0.51 0.62 0.54
ADS 0.1965 0.1741 0.2236 0.1925
1.22 1.11 134 1.18
ROCAD 0.6868 0.6346
2.67a 2.40b
AD
NROC 05250 0.4244
c
1.97 1.57
GSALEAD -0.0042 -0.0038
-1.60 -1.51
GISALEAD -0.0005 -0.0010
-0.11 -0.24
HAD 0.0124 0.0355 0.0142 0.0379
2 0.08 0.22 0.09 0.23
R
346 380 302 339
Volume 23 Number 3 1997 14
Table VI
Ordinary least squares regression results for change in acquired-industry excess market value
(dIEVSAD). Superscripts a, b and c denote statistical significance at the .01, .05 and .10 levels,
respectively, t-values are shown beneath the parameter estimates. N=79 observations. The
adjusted R2 is shown at the bottom of the table.
Dependent Variable: dJEVSAD
CONST 0..1950 0.2030 0.2531 0.2339
3.19a 2.53b 4.45a 3.07
RSIZE 0.0984 0.0998 0.0581 0.0649
2.40b 2.43b 138 134
AG -0.0670 -0.0636 -0.0970 -0.1032
-0.99 -0.93 -1.49 -1.32
ROC AG -0.1745 -0.0884
-0.91 -0.48
AG -0.1782 -0.2609
NROC
-0.85 -131
AG 0.0000 0.0000
GSALE
-0.01 0.01
GISALEAG -0.0058 -0.0052
-1.94c -1.75
HAG -0.1974 -0.1518 -0.1750
-0.1895
-1.93c -2.05b -1.60 -1.89
ADS -0.0424 -0.0534 -0.0428 -0.0608
-0.41 -0.52 -0.43 -0.61
AD 0.1797 0.2066
ROC
1.09 1.32
AD 0.1056
NROC 0.1386
0.82 0.67
GSALEAD -0.0012 -0.0012
-0.71 -0.74
AD -0.0012 -0.0016
GISALE
-0.51 -0.67
HAD 0.0479 0.0402 0.0551 0.0612
0.47 039 0.36 0.62
R2 .125 .132 .205 .202
Volume 23 Number 3 1997 15
Endnotes
1. Schmalensee (1987) provides an insightful overview of this debate.
2. Exceptions include Cheng and Weston (1982); Choi and Philippatos (1984);
Agrawal, Jaffe and Mandelker (1992); and Franks, Harris and Titman (1991). These
studies are generally concerned with the existence rather than sources of value gains
and losses.
3. See for example Ellert (1976) and Eckbo (1983, 1985).
4. See, for example, Eckbo (1985), p.328.
5. By assumption, εi and μi are normally and independently distributed with zero
means and variances given byσ2εijandσ2μi.Generalized least squares estimation is
employed to account for heteroscedasticity. All covariances are assumed equal to
zero: i.e. E( εi εj = E(μi μj) = 0 wherei≠j , and E( εi μj) = 0 for all i and j.
6. EVS has been employed by Thomadakis (1977), Connolly and Hirschey (1984),
Hirschey (1985), and Defusco, Philippatos and Choi (1988). Others have employed
various approximations to Tobin's q which are closely related to EVS both in concepts
and construction. These studies include Lindenberg and Ross (1981), Hirschey
(1982), and Smirlock, Gilligan and Marshall (1984).
7. The entropy has been employed as an index of industrial concentration in previous
studies. See, for example, Finkelstein and Friedberg (1967); Theil (1967); Horowitz
and Horowitz (1968); and Horowitz (1970, 1971).
8. Marfels (1971, 1972) shows that the entropy has the more desirable mathematical
properties among the set of alternative measures of industrial concentration.
9. These results are available from the author upon request. Some experimentation
was involved in choosing the final form of the regression equations. In general,
parameter estimates were quite stable under various formulations. Also, the addition
of explanatory variables to the model tended to produce lower standard errors,
suggesting the absence of serious problems due to multicollinearity.
10. This does not imply the total absence of such mergers. Rather, given that corporate
combinations are driven by various motives and given the heterogeneity of this
sample, the relationships that emerge do not support the view that the intent to collude
is a widespread motive for merger.
Volume 23 Number 3 1997 16
References
1. Agrawal, A., J. Jaffe and G. Mandelker, "The Post-Merger Performance of
Acquiring Firms: A Re-examination of an Anomaly," Journal of Finance, September
1992, pp.l605-1622.
2. Bruner, R., "The Use of Excess Cash and Debt Capacity as a Motive for Merger,"
Journal ofFinancial and Quantitative Analysis, June 1988, pp.199-217.
3. Caves, R., "Mergers, Takeovers, and Economic Efficiency: Foresight vs. Hind-
sight," International Journal ofIndustrial Organization, March 1989, pp.151-174.
8. Defusco, R., G. Philippatos, and D. Choi, "Risk, Return and International Invest-
ment by US Corporations," Applied Economics, September 1988, pp.1199-1208.
9. Demsetz, H., "Industry Structure, Market Rivalry, and Public Policy," Journal of
Law and Economics, April 1973, pp.1-10.
10. Dennis, D. and J. McConnell, "Corporate Mergers and Security Returns," Journal
of Financial Economics, June 1986, pp.143-187.
11. Eckbo, B., "Horizontal Mergers, Collusion and Stockholder Wealth," Journal of
Financial Economics, April, 1983, pp.241-274.
12. Eckbo, B., "Mergers and the Market Concentration Doctrine: Evidence from the
Capital Market," Journal of Business, March 1985, pp.325-349.
13. Ellert, J., "Mergers, Antitrust Law Enforcement and Stockholder Returns,"
Journal ofFinance, May 1976, pp.715-732.
16. Gentry, J., P. Newbold, and D. Whitford, "Profiles of Cash Flow Components,"
Financial Analysts Journal, July-August 1990, pp.41-48.
17. Hanson, R., "Tender Offers and Free Cash Flow: An Empirical Analysis," The
Financial Review, May 1992, pp.185-209.
19. Hirschey, M., "Intangible Capital Aspects of Advertising and R&D Expendi-
tures," Journal ofIndustrial Economics, June 1982, pp.375-390.
23. Jensen, M., "Agency Costs of Free Cash Flow, Corporate Finance and Takeovers,"
American Economic Review: Papers and Proceedings, May 1986, pp.323-329.
24. Jensen, M. and R. Ruback, "The Market for Corporate Control: The Scientific
Evidence," Journal of Financial Economics, April, 1983, pp.5-47.
25. Lang, L., R. Stulz, and R. Walkling, "Managerial Performance, Tobin's Q, and
the GamsfromSuccessful Tender Offers," Journal of Financial Economics, Septem-
ber, 1989, pp.137-154.
27. Lindenberg, E. and S.A. Ross, "Tobin's q Ratios and Industrial Organization,"
Journal ofBusiness, January 1981, pp.1-32.
30. Morck, R., A. Shleifer and R. Vishny, "Do Managerial Objectives Drive Bad
Acquisitions?", Journal ofFinance, March 1990, pp.31-48.
Volume 23 Number 3 1997 18
31. Myers, S. and N. Majluf, "Corporate Financing and Investment Decisions When
Firms Have Information That Investors Do Not Have," Journal of Financial Econom-
ics, June 1984, pp.187- 221.
32. Peltzman, Sam, "The Gains and Losses from Industrial Concentration," Journal
ofLaw and Economics, October, 1977, pp.229-264.
33. Ravenscraft, D. and F. Scherer, "Life After Takeover," Journal of Industrial
Economics, December 1987, pp.147-156.
34. Ravenscraft, D. and F. Scherer, "The Profitability of Mergers," International
Journal ofIndustrial Organization, March 1989, pp.101-116.
35. Roll, R., "The Hubris Hypothesis of Corporate Takeovers," Journal ofBusiness,
April 1986, pp.197-216.
36. Roll, R., "Empirical Evidence on Takeover Activity and Shareholder Wealth," in
Coffee, et al., eds.,Knights, Raiders and Targets, 1988, Oxford University Press, New
York.
37. Schmalensee, R., "Collusion Versus Differential Efficiency: Testing Alternative
Hypotheses," Journal of Industrial Economics, June 1987, pp.379-398.
38. Servaes, H., "Tobin's Q and the Gains from Takeovers," Journal of Finance,
March 1991, pp.409-419.
39. Smirlock, M., T. Gilligan and W. Marshall, "Tobin's q and the Structure-Perform-
ance Relationship," American Economic Review, December 1984, pp.1051-1060.
40. Steiner, P., Mergers: Motives, Effects, Policies, University of Michigan Press,
1975.
41. Stewart, J., R. Harris and W. Carleton, "The Role of Market Structure in Merger
Behavior," The Journal ofIndustrial Economics, March 1984, pp.293-312.
42. Theil, H., Economics and Information Theory, Amsterdam: North-Holland, 1967.