Title:
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The impact of competition, deal size, and the information content of deal withdrawals on shareholder gains in mergers and acquisitions
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This thesis examines the wealth effects of mergers and acquisitions and the
size of the corresponding control premia in three in-depth analyses.
As previous evidence highlights the significance of different degrees of M&A
competition across countries, the first empirical analysis of the thesis studies
varying levels of takeover competition within domestic U.S. industries, focusing on
its impact on acquisition premia and announcement returns to shareholders of the
acquiring firm. Several measures of industry-level M&A activity and value are used
to determine the degree of (latent) takeover competition within 49 different
Fama/French industries. The documented results show that acquirers in high-
competition (low-competition) M&A industries submit significantly higher (lower)
offer premia and lose significantly more (less) value for their shareholders around
the deal announcement. These robust findings suggest that acquiring firms facing
high degrees of industry-level takeover competition are likely to suffer from the
'winner's curse'.
The second analysis of the thesis exammes contradictory predictions
regarding the association between the acquisition premium and the size of the
target firm. It documents a robust negative relation between control premia and
target size, indicating that acquirers tend to pay less for large firms and not more, as
conventionally assumed. Yet, acquisitions of large targets still destroy more value
for acquirers and result in sharper increases in their idiosyncratic return volatility
around the deal announcement, implying that investors perceive these deals as more
uncertain projects. Acquirers of large firms continue to underperform small target
acquirers in the long-run in terms of stock market and operating performance.
Thus, despite the payment of significantly lower premia, large deals fail to deliver
the assumed benefits, a finding that is attributed to their complexity.
The final empirical analysis focuses on the information content of withdrawn
M&A deals and examines the association between the rationale behind deal
withdrawals and the quality of managerial investment decisions in corporate
control transactions. Results show that CEOs, who demonstrate managerial
restraint and abandon overvalued M&A bids (Value-CEOs), are able to create
significant (short- and long-term) value in their firm's return to the market for
corporate control. As such, the withdrawal motive of Value-CEOs provides credible
II
Abstract
(long-lasting) information about the degree of managerial focus on shareholder
value creation and plays an essential role for investors in building expectations
towards future managerial investment decisions. Yet, investors do not differentiate
pre-withdrawal deals by Value-CEOs from any other M&As. Thus, deal
cancellations offer investors access to novel CEO-specific information, allowing the
market to learn about managerial idiosyncrasies. This analysis demonstrates that
deal withdrawals are important information-generating corporate events and that
investor knowledge about managerial qualities and motives in M&A deals can
affect returns to acquiring shareholders in future transactions.
III
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