Lessons from the flipside: How do acquirers learn from divestitures to complete acquisitions?

We examine whether experience from prior divestitures is associated with higher completion likelihood in subsequent acquisitions. We argue that through divestitures, firms could extract meaningful knowledge that is helpful for completing their acquisitions, such as a general understanding of acquisition deal-making stages, and the stories and aims of the target in an M&A transaction. In addition, viewing divestitures as the flipside of acquisitions, we conjecture that the selling firm can observe how the divested component of their business is acquired, and vicariously learn from these observations. We also investigate the relative importance of learning from divestiture vis-à-vis acquisition experience in determining acquisition deal completion. Finally, we contend that the effect of learning from divestitures on acquisition deal completion depends on acquisition experience and deal value. We find evidence supporting our conjectures in a sample of 2164 M&A transactions from the worldwide computer and printing industries between 1991 and 2010.     

Corporate divestiture and performance: an institutional view

In this study, we investigate how the institutional environment affects shareholders’ reaction to a firm’s announcement of divestitures. Traditionally, divestiture research has adhered to a financial economics perspective, in which shareholders anticipate certain economic outcomes from corporate divestitures and react accordingly. However, this research has not delivered a distinct understanding of the performance effects of corporate divestitures. To structure and integrate previous work, we apply a neo-institutional perspective of the stock market. We argue that at certain times, the institutional support for corporate diversification is relatively low. During these periods, there is a high rate of divestitures. The high divestiture activity legitimizes this corporate action and leads to a positive reaction of the stock market to new divestiture announcements. This means that individual evaluations of the possible performance outcomes of divestments are not the only factor determining the stock market reaction to a corporate divestiture announcement. Rather, investors might consider the perceived institutionalization of this corporate action when making their purchasing decisions. Using a meta-analytical technique, we find support for our prediction that different performance effects of divestitures, as revealed by previous studies, can be attributed to different conditions of the macro-economic environment. We discuss the implications of this result for research and management practice.     

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.     

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.     

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.     

市场化进程、产权配置与上市公司资产剥离业绩——基于同属管辖交易视角的研究

本文以2004-2005年沪深A股上市公司资产剥离事件为研究对象,基于同属管辖交易的独特视角,从市场化进程差异、资产剥离同属管辖交易以及企业产权配置三个方面探讨对上市公司资产剥离业绩改进的影响.研究发现,市场化程度越高、地方政府干预越少,上市公司资产剥离后的业绩越好.但是,如果资产剥离交易双方同属地方政府管辖,则对上市公司的业绩具有显著的负面影响.进一步的研究发现,地方政府控制的产权生质对上市公司资产剥离后业绩改进产生负面影响,非政府控制的产权性质则有显著的正面促进作用.     

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.     

供应链视角下的多方并购框架

以并购参与方所在供应链为研究视角,探讨了买方与多个供应商并购分析框架。首先,得出多种框架下并购前后各方所获利润,并数值模拟供应链环境变化对买方利润的影响;其次,在比较基础上给出供应链各方互动下的均衡。结果表明,并购交易的实施和供应链各方互动共同影响并购各方和其余各方所获利润,且互动削弱了并购产生的正向协同效应。本文给出了供应链各方互动下的并购分析框架,进一步完善了并购决策过程中的交易评估内容。     

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.     

Target Reputation and Appropriability: Picking and Deploying Resources in Acquisitions

This study explores sources of acquirer satisfaction and achievement of strategic objectives following acquisitions. We develop two sets of factors based on picking and deploying target resources that we expect will affect these outcomes, and consider how the two interact. We find that target reputation is consistently related to desirable acquisition outcomes. In particular, product quality and financial reputation positively affect satisfaction; product quality is a strong predictor of achieving market-based objectives; and management and product reputation facilitate learning. Retaining top management after the transaction is also positively related to satisfaction. We support and extend the theory of relative standing—target executives are retained to a greater degree when management reputation is strong, and this leads to better outcomes for acquirers. Other deployment effects vary depending on the outcome and the strength of the acquired resource.     

International acquisition performance and experience: A resource-based view. Evidence from French acquisitions in the United States (1988–2004)

Does an acquirer with extensive acquisition experience outperform an acquirer with little or no acquisition experience? Does an acquirer with varied growth mode experience (i.e. a company undertaking not only acquisitions but also joint ventures) outperform a company that has very homogeneous experience (i.e. a company growing exclusively through acquisitions)? The main purpose of our article is to examine these two questions in-depth and to attempt to provide some answers. The questions led us to analyze the valuation effect of the acquirer's experience for 291 French acquisitions in the United States. The results were mixed with regard to the relationship between acquisition performance, acquisition experience and heterogeneous experience. On the one hand we found no relationship between the acquisition performance and heterogeneous experience of French acquirers, which is not consistent with the literature on stock market valuation of homogeneous “experience trajectories” [Singh, H., Zollo, M., 1998. The impact of knowledge codification, experience trajectories and integration strategies on the performance of corporate acquisitions. Working Paper INSEAD, 98,62,SM.]. On the other hand, our findings indicate that the relationship between the acquisition performance and acquisition experience of French acquirers follows a curvilinear (inverted U-shaped) distribution.     

I need you,but do I love you? Strong ties and innovation in supplier–customer relations

Research on supplier–customer relationships has attracted a great deal of attention, as such relationships can positively impact firms’ knowledge acquisition and innovation. Within this stream of research, strong ties with customers have been explored with attention to their beneficial and detrimental effects, presenting a paradox to be addressed. To contribute to this debate, we suggest focusing on how tie strength is measured, and accordingly, we return to the seminal definition of tie strength by Granovetter (1973), who defines it as a combination of behavioural and affective components. We acknowledge that the two components have different characteristics and dynamics, which urges us to unbundle the two components and measure their separate impacts on knowledge acquisition and innovation. To further investigate the role of tie strength in innovation, we hypothesize and test the mediating role of knowledge acquisition. We test our hypothesis in vertical partnerships between small- and medium-sized enterprises (SMEs) located in a high-tech cluster and their key customers. We show that the unbundled components of strong ties have a direct positive impact on the knowledge acquisition of high-tech SMEs and an indirect positive impact on innovation, with knowledge acquisition mediating the effect. Our study contributes to the debate on the paradox of tie strength in supplier–customer relations by providing and empirically testing a research approach that might complement the previous approaches and by shedding light on the important role of the affective component of tie strength in knowledge acquisition and innovation.     

白衣骑士策略下敌意并购竞价与时机研究

从目标企业往往引入白衣骑士来抵制敌意并购的实践出发,通过引入终止费协议构建白衣骑士策略下的动态竞争敌意并购模型,重点求解了均衡状态下竞价阶段的最优竞价策略,序贯博弈阶段白衣骑士的最优进入决策、目标企业的最优终止费策略和敌意并购方的初始报价策略,以及时机选择阶段敌意并购方的最优敌意并购时机。研究结果表明：(1)终止费同时降低了敌意并购方和白衣骑士的最优竞价,但并不会改变竞价结果,即并购协同系数最大的并购方获得目标企业所有权。(2)存在一个协同系数的临界值,当敌意并购方的协同系数高于该临界值时,敌意并购方进行抢占式报价,目标企业接受该报价;反之,敌意并购方不进行抢占式报价,目标企业与白衣骑士签订终止费协议,白衣骑士与敌意并购方竞争并购目标企业。(3)白衣骑士策略提高了协同系数临界值和抢占式报价,降低敌意并购方期望并购收益,推迟敌意并购时机,并在随机冲击较小时阻止具有正收益的敌意并购的发生。     

Process matters—The relevance of the decision making process for divestiture outcomes

We apply strategic decision making and organizational change theory to corporate divestitures and argue that key characteristics of the divestiture decision making process can contribute to explaining the variation in divestiture outcomes. We test our hypotheses in an empirical multi-source quantitative study and find evidence that analytical comprehensiveness in the evaluation of divestiture effects on the corporate portfolio has a positive impact on the effectiveness of divestiture choices, but analytical comprehensiveness at the focal business unit (BU) level does not enhance decision effectiveness. Our results further indicate that involvement of the affected BU management has a varying impact during the decision making process, with negative effects during the early phase and positive effects in the later phase.     

Customer knowledge sharing in cross-border mergers and acquisitions: The role of customer motivation and promise management

Knowledge is a vital source of competitive advantage and renewal for contemporary organizations. However, to date, few studies have scrutinized how mergers and acquisitions (M&As)—processes dependent on knowledge sharing—offer a valuable inter-organizational context through which to understand the attainment of customer knowledge sharing following M&As. Applying an integrated theoretical perspective from customer relationship management and M&A performance research, we study a Chinese–Finnish acquisition and customer firms of the acquired party across four advanced Western countries. We find that customer knowledge sharing is an active relationship management process that relies on the factors of customer dedication-based motivation vs. customer concerns about M&As to maintain relationships after acquisitions. In addition, and more importantly, we find that the promise management mechanisms—making promises, enabling promises, and keeping promises—of the M&A parties reinforce the motivational factors to maintain customer knowledge sharing in cross-border M&As. We propose a conceptual framework of customer knowledge sharing in cross-border M&As.     

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.     

基于效率的企业资源配置部门剥离条件研究

研究企业中资源配置部门的剥离条件问题.首先,建立了企业资源配置部门的控制模型,并定义了效率概念;然后,分别对企业中的单一资源配置部门和多资源配置部门的剥离条件进行分析,给出判断这2种资源配置部门的剥离分界点公式.由此得到结论:完全竞争市场中,企业根据剥离分界点,把要配置的资源分为稀缺程度较高和稀缺程度较低2类,前者应由企业资源配置部门来配置,后者应由市场来配置;如果市场配置某种资源的效率低于企业部门的配置效率,则企业部门是市场的替代,反之,市场则替代企业部门.     

Adapting for Innovation: Including Divestitures in the Debate

Existing literature argues that divested units are unwanted and poor performers - yet evidence suggests that companies do divest well performing units, and often retain a relationship with them, especially in the quest for innovation. This article presents an exploratory case study to examine how a company structures the divestiture of an innovative unit and how it can benefit from the innovation the unit generates. The analysis focuses on how an established company can use divestiture as a strategy to enhance the innovation of its units, and capture its value, by structuring, maintaining and nurturing a special relationship with the unbundled unit. Under new organizational arrangement, resources can be transferred from the parent to the unit, while the parent retains access to the innovation developed within the unit. This study proposes a framework that offers corporate change agents and strategists a new perspective on how to integrate innovation and corporate strategy.     

超竞争环境下企业困境并购定价与时机研究

在超竞争环境下企业面临的竞争环境越来越动荡，企业的竞争优势呈现出短期性与临时性的特点，为了快速发展，越来越多的企业选择并购。本文以超竞争环境为研究背景，运用期权博弈理论，分析并建立了存在竞争对手的企业困境并购定价与时机选择模型，通过模型求解得到并购中主并企业给予目标企业的最优价值以及主并企业的最佳并购时机；此外，通过数值模拟重点分析了三个超竞争特征因子（竞争强度、竞争不确定性、企业价值损失因子）、企业困境因子以及竞争对手的溢价水平对企业困境并购时机的影响。本文研究发现：（1）被并企业得到的价值补偿比例及主并企业最佳并购时机均受到各超竞争特征因子、企业困境因子以及竞争对手溢价水平的综合影响；（2）竞争对手的存在会使目标企业得到的价值补偿比例增加；（3）超竞争环境下企业困境并购中主并企业的最佳并购时机取决于并购双方的相对价值比；（4）随着可能导致双方谈判破裂因素、事件的增多以及企业财务困境程度的增加，主并企业提前进行并购的可能性增加；（5）随着竞争强度、竞争不确定性、竞争对手造成溢价水平的增加，主并企业推迟并购时机的可能性增大。