Are Friendly Acquisitions Too Bad for Shareholders and Managers? Long‐Term Value Creation and Top Management Turnover in Hostile and Friendly Acquirers

The well‐documented failure of the majority of acquisitions to create value is often identified in popular discussion with hostile acquisitions, whereas friendly acquirers seem to get a friendly press. The relative performance of friendly and hostile acquirers therefore warrants a rigorous empirical investigation. Clear evidence of superior value creation in hostile over friendly acquisitions allows us to judge the efficacy of the market for corporate control. In this article we examine the long‐term shareholder wealth performance of four types of acquirers – friendly bidder, hostile bidder, white knight and hostile bidder facing a white knight or another hostile bidder. For a sample of 519 acquisitions of UK target firms during 1983–1995, we estimated the three‐year post‐acquisition gains to acquirer shareholders and found that hostile acquirers deliver significantly higher shareholder value than friendly acquirers. We found that friendly acquirers with high stock‐market ratings destroyed more value than hostile acquirers with a similar rating. Friendly acquirer top managers suffered greater job losses than those of hostile acquirers, perhaps paying the price for their inferior value‐creation performance. Our study provides evidence of the superior value‐creation performance of hostile acquirers and makes the case against takeover regulatory rules that may impede hostile takeovers.     

Can a Previous Alliance Between an Acquirer and a Target Affect Acquisition Performance?

Throughout the 1990s, organizations have been combining resources through acquisitions and alliances in record numbers. An acquirer’s previous alliance with a target may give an acquirer target-specific information and experience that may be an advantage-producing resource in selection, valuation and integration of the target. This study investigates whether a previous alliance between an acquirer and a target affects post-acquisition performance and finds that a previous alliance between an acquirer and a target correlates positively with acquisition performance. Acquirers’ previous R&D, technology transfer, manufacturing and marketing alliances with targets benefit acquisition performance more than their previous licensing alliances with targets. Furthermore, target-specific learning effects are strongest and most beneficial to acquisition performance in acquirers’ previous technology transfer and manufacturing alliances with targets.     

Creeping-In als neues Instrument des Erwerbs von Unternehmenskontrollrechten ?C Taktische Meisterleistung oder unkalkulierbares Risiko?

A modern method for (partial) acquisitions is the so called creeping-in tactic. In this procedure the acquirer uses cash settled equity swaps to undermine WpHG notification requirements systematically until she holds at least 30% of the voting rights in the target company. In this case the acquirer has the obligation to submit a mandatory takeover bid for the remaining outstanding shares. In many cases acquirers are not interested in a complete acquisition of the target company but rather want to make use of low shareholder presence levels during the general assembly and therefore have the opportunity to significantly influence fundamental decisions like, e.g. allocation of the net income, corporate actions etc. The mandatory takeover bid has to be equal at least to the three months average share price. At first glance, this involves a high risk of an unintentional acceptance by the targets?? shareholders. The goal of this paper is to analyze the effectiveness of the mandatory takeover bid. We show that with a temporal shift of the mandatory takeover bid to a point in time when the share price is above the three months average share price an unintentional acceptance is virtually impossible. In a logit-regression company specific context factors for the acceptance risk are indentified and rejected.     

Changes in Management Practice and the Post-Acquisition Performance Achieved by Direct Investors in the UK

Changes in the competitive performance of 201 UK firms acquired by foreign investors are examined. Performance improvement was found to be associated with the introduction of changes to management practice rather than with contextual factors such as acquirer nationality, size, date of acquisition, profitability of subsidiary at acquisition or sector. The changes having most impact were increased efforts to improve the market image of the acquired company, the development of new products and services, and moves towards involving and developing staff. There appears to be more than one path towards post-acquisition performance improvement, with distinctions emerging between Anglo-American, Japanese and, to a lesser extent, French approaches. The successful Anglo-American approach involves a product innovation strategy, increased decentralization and improved training. High-performing Japanese acquisitions tend to emphasize a price-competitive strategy, to increase centralization and to adopt a longer-term HRM policy. The French path towards good post-acquisition performance includes increased cost control, more open communication and decentralization. The general conclusion of the investigation is that foreign acquisition can harness the assets and competencies of UK companies to good effect, but that there is more than one way of achieving this result.     

Navigating challenging contexts: Costs and benefits of codified acquisition experience

Despite its intuitive appeal, acquisition experience has not shown a clear benefit to acquirers, and we argue the applicability of acquisition experience depends on goals and context. Using survey data, we consider the effects of applying codified experience for two common acquisition goals involving knowledge transfer and market expansion. Our findings reveal a ‘double-edged sword’ effect, where on one hand, codification mitigates negative effects of industry rivalry on knowledge transfer. However, on the other hand, codification amplifies negative effects of industry rivalry on market expansion and internal turmoil on knowledge transfer. Beyond demonstrating the importance of goals and context contingencies for determining acquisition experience effect, our results reconcile conflicting research findings to identify when codified experience is beneficial in acquisitions.     

Managing competence acquisition and financial performance: An empirical study of how small firms use competence acquisition strategies

Past research has neglected how small firms manage competence acquisition. Based on transaction cost literature, this article identifies competence acquisition management strategies and their implications for performance. We explore this issue using survey data from 842 small, knowledge-intensive firms. The results outline four aspects of competence acquisition management: (1) competence absorbers, (2) social acquirers, (3) market acquirers, and (4) nonacquirers. Furthermore, we hypothesized and found that market acquirers score higher in terms of financial performance than firms following the other strategies. The market acquirer strategy proved particularly effective under conditions of high dynamism.     

Acquisition as a means for external technology sourcing: Complementary, substitutive or both?

This paper addresses the question of how a target firm's innovation activities relate to the acquiring firm's R&D characteristics, and more specifically, if the former substitute for, or complement the acquirer's activities. It investigates this question in three narrowly defined high technology industries by analysing the association of three R&D characteristics of acquiring firms with different measures of acquisition extent and content. The R&D characteristics referred to are: addressing R&D efforts, R&D outputs and absorptive capacity. Data was collected in each case for those firms whose combined sales revenue makes up 80% of the industry total and is used to test a set of hypotheses derived from extant literature. The findings confirm a substitutive relationship between acquisitions and acquirer research efforts as well as between acquirer and target patent output, whereas absorptive capacity is complementary to acquisition activities. The results reveal that acquirers target firms that hold a large number of patents in the fields where acquirer patenting is weak, and so address weaknesses in their own R&D output. This finding extends the extant literature on the role of external technology sourcing in the high technology context. Research findings are presented along with their implications and directions for future research.     

The impact of acquisitions on firm performance: A review of the evidence

This paper presents a review of empirical research on the impact of acquisitions on firm performance. The evidence suggests that, in the short run, acquisitions have at best an insignificant impact on shareholder wealth. Long‐run performance analysis reveals overwhelmingly negative returns, while the evidence using accounting performance measures is mixed. The review also examines the impact of bid characteristics on performance. The acquisition of hostile targets, transactions that are paid for with cash and acquisitions of larger targets are associated with superior (or at least less negative) performance, while there is mixed evidence on the benefits of related acquisitions. A number of recent studies find that acquirers with superior pre‐bid performance tend to experience significant underperformance in the post‐bid period.     

Planning acquisitions and mergers

This article considers the problems and opportunities associated with acquisitions and mergers. The author argues that despite the low level of activity in this area at the present time, growth oriented companies should be considering their related long-term objectives. An appropriate acquisition may successfully project a company on a growth path which it could not hope to achieve by organic growth alone. On the other hand ill-conceived acquisitions may just as speedily drive a company to disaster. The failure rate in acquisitions can be reduced by a planned approach. This article aims to explore the steps which a company ought to take from the time it decides to expand by acquisition to the time when the acquisition is integrated into the film.     

Strategically valuable resources and capabilities and successful M&A: a dyadic perspective

Mergers and acquisitions (M&A) are most popular external growth strategies. While the number of M&A has been increasing during the past decades, on average, only the shareholders of target firms gain value during the acquisition process, while acquirers do not receive abnormal positive returns. This paper analyses the impact of strategically valuable resources and capabilities on the success of M&A decisions. We test complementary resource-based hypotheses regarding the value of M&A for the shareholders of both transaction partners. Our sample consists of transactions in the pharmaceutical and biotechnological industry. The results of our study show that the shareholders of both transaction partners will gain above average positive returns only when the acquirer and the target own and combine strategically valuable resources and capabilities.