Some firms are not managed optimally and others often believe they can run them better than the current managers. Acquiring poorly managed firms and removing incumbent management, or at least changing existing management policy or practices, should make these firms more valuable, allowing the acquirer to claim the increase in value. This value increase is often termed the value of control.
Prerequisites for Success
While this corporate control story can be used to justify large premiums over the market price, the potential for its success rests on the following:
1. The poor performance of the firm being acquired should be attributable to the incumbent management of the firm, rather than to market or industry factors that are not under management control.
2. The acquisition has to be followed by a change in management practices, and the change has to increase value. As noted in the last chapter, actions that enhance value increase cash flows from existing assets, increase expected growth rates, increase the length of the growth period, or reduce the cost of capital.
3. The market price of the acquisition should reflect the status quo, i.e, the current management of the firm and their poor business practices. If the market price already has the control premium built into it, there is little potential for the acquirer to earn the premium.
In the last two decades, corporate control has been increasingly cited as a reason for hostile acquisitions.
Empirical Evidence on the Value of Control
The strongest support for the existence of a market for corporate control lies in the types of firms that are typically acquired in hostile takeovers. Research indicates that the typical target firm in a hostile takeover has the following characteristics:
(1) It has under performed other stocks in its industry and the overall market, in terms of returns to its stockholders in the years preceding the takeover.
(2) It has been less profitable than firms in its industry in the years preceding the takeover.
(3) It has a much lower stock holding by insiders than do firms in its peer groups.
In a comparison of target firms in hostile and friendly takeovers, Bhide illustrates their differences. His findings are summarized in Figure 26.3.
As you can see, target firms in hostile takeovers have earned a 2.2% lower return on equity, on average, than other firms in their industry; they have earned returns for their stockholders which are 4% lower than the market; and \only 6.5% of their stock held by insiders. There is also evidence that firms make significant changes in the way they operate after hostile takeovers. In his study, Bhide examined the consequences of hostile takeovers and noted the following changes:
1. Many of the hostile takeovers were followed by an increase in debt, which resulted in a downgrading of the debt. The debt was quickly reduced with proceeds from the sale of assets, however.
2. There was no significant change in the amount of capital investment in these firms.
3. Almost 60% of the takeovers were followed by significant divestitures, in which half or more of the firm was divested. The overwhelming majority of the divestitures were units in business areas unrelated to the company's core business (i.e., they constituted reversal of corporate diversification done in earlier time periods).
4. There were significant management changes in 17 of the 19 hostile takeovers, with the replacement of the entire corporate management team in seven of the takeovers.
Thus, contrary to popular view[2], most hostile takeovers are not followed by the acquirer stripping the assets of the target firm and leading it to ruin. Instead, target firms refocus on their core businesses and often improve their operating performance.
Cater to Managerial Self Interest
In most acquisitions, it is the managers of the acquiring firm who decide whether to carry out the acquisition and how much to pay for it, rather than the stockholders of the same firm. Given these circumstances, the motive for some acquisitions may not be stockholder wealth maximization, but managerial self-interest, manifested in any of the following motives for acquisitions:
· Empire building: Some top managers interests’ seem to lie in making their firms the largest and most dominant firms in their industry or even in the entire market. This objective, rather than diversification, may explain the acquisition strategies of firms like Gulf and Western and ITT[3] in the 1960s and 1970s. Note that both firms had strong-willed CEOs, Charles Bludhorn in the case of Gulf and Western, and Harold Geneen, in the case of the ITT, during their acquisitive periods.
· Managerial Ego: It is clear that some acquisitions, especially when there are multiple bidders for the same firm, become tests of machismo[4] for the managers involved. Neither side wants to lose the battle, even though winning might cost their stockholders billions of dollars.
· Compensation and side-benefits: In some cases, mergers and acquisitions can result in the rewriting of management compensation contracts. If the potential private gains to the managers from the transaction are large, it might blind them to the costs created for their own stockholders.
In a paper titled “The Hubris Hypothesis”, Roll (1981) suggests that we might be under estimating how much of the acquisition process and the prices paid can be explained by managerial pride and ego.
2 Even if it is not the popular view, it is the populist view that has found credence in Hollywood, in movies like Wall Street, Barbarians at the Gate and Other People’s Money.
3 In a delicious irony, ITT itself became the target of a hostile acquisition bid by Hilton Hotels and responded by shedding what it termed its non-core businesses, i.e., all the businesses it had acquired during its conglomerate period.
4 An interesting question that is whether these bidding wars will become less likely as more women rise to become CEOs of firms. They might bring in a different perspective on what winning and losing in a merger means.
Prof. Aswath Damodaran
Next: Choosing a Target firm and valuing control/synergy
Summary: Index