Monday, May 06, 2013

M&As: A Phenomenon of the Market

M&As have always been an area of debate for business experts. However, new research explains who acquires whom, whether payment is made in cash or stock, what valuation consequences arise from mergers, and why there are merger waves

In the late 1990s, the United States and world economies experienced a large wave of mergers and acquisitions, culminating in the bursting of the Internet bubble and the subsequent stock market fallout.

Until now, there have generally been two ways to understand mergers and acquisitions. One explanation relies upon the notion of synergy, i.e. the greater profit potential that results from combining two companies. The second explanation suggests that mergers and acquisitions are the product of bad management being kicked out by better management.

Previous research has addressed the separate merger waves of the past 40 years, offering a different explanation for the waves of the 1960s, ‘80s, and ‘90s. A new study, Stock Market Driven Acquisitions, undertaken by me and Andrei Shleifer of Harvard University, offers a more unified framework for understanding the different characteristics of acquisitions and how they vary over time.

We suggest that mergers and acquisitions are a financial phenomenon created by stock market misvaluations of the combining firms, and are related to the level of the market as a whole. Markets are inefficient, while managers of firms are rational, taking advantage of stock market inefficiencies through well-timed merger decisions. The objective was to come up with a simpler theory recognising that valuations differ from true fundamental values temporarily because of market sentiment. In part, companies make acquisitions or become targets of acquisitions to benefit from stock prices that are temporarily out of whack.

The Spiraling Effect of Misvaluation

A company’s valuation may be heavily influenced by investor psychology, since expectations for growth are built into the price investors are willing to pay. For example, to justify paying a price-earnings multiple of 150 ($150 per current dollar of earnings), you would have to believe that the company’s earnings will grow dramatically over the next five to seven years.

We find that in the 1990s, the valuations for the market were pushed up for some companies much more so than others, creating the “haves” and the “have nots.” Misvaluation in this context refers to the “haves,” such as America Online (AOL), Cisco, and Intel, being deemed worthy of excessively high valuations based on unrealistic growth expectations. These companies knew their share price would fall when the market learned of its overconfidence. The star companies therefore had a short-run opportunity to cash in by using their stock as currency to buy other companies-hard assets that were more sanely valued.

Our model says there was some sanity prevailing among the CEOs of high-flying companies. They knew that the valuations were unreasonable, so by acquiring all these earnings producing assets in exchange for their shares, they cushioned themselves from the full impact of the bust.

Why would a company agree to be sold in exchange for overpriced stock? The answer can be found in the different “horizons” of corporate managers. Horizons refer to how long a manager wants to hold onto a company. Managers with short horizons might wish to retire or exit, or simply have options or equity they are anxious to sell. Managers with long horizons might want to keep on working, be locked into their equity, be overconfident about the future, or just love their business.

Source : IIPM Editorial, 2013.
An Initiative of IIPM, Malay Chaudhuri
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