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Bjarke Nielsen Og Peter Bierre

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Bjarke Nielsen Og Peter Bierre An Analysis of Mergers and Acquisitions during the Recent Merger Wave in Scandinavia Master’s Thesis M.Sc. Finance & Strategic Management Advisor: Thomas Poulsen Department of International Economics and Management Authors: Bjarke Nielsen Peter Bierregaard Date for submission: June 16 th 2010 Number of characters including spaces plus figures (STUs): 265.892 ~ 116.9 pages Executive summary This thesis focuses on the performance of mergers and acquisitions during the recent Scandinavian merger wave. The number of acquisitions fluctuates over time, and it is interesting that empirical studies find a considerable number of acquisitions struggling to create value. This fact motivates the focus on the motives behind the value decreasing acquisitions from an agency and behavioral perspective. Hence, the thesis examines how agency theory and behavioral economics can explain underperforming acquisitions, and seeks to set up a number of recommendations that can be used proactively to prevent these. The thesis develops theoretical arguments for value destroying motives which bases the ground for eight hypotheses. Related to agency theory, M&A motivated by empire building, managerial risk aversion, managerial entrenchment and private benefits of control have a direct theoretical effect on merger performance. Likewise, hypotheses are set up for herd behavior/anchoring, overconfidence, the confirmation trap and escalation of commitment which all are value decreasing motives founded in behavioral economics. A sample of 579 Scandinavian acquisitions is examined. The acquisitions were completed within the period of 2001-2006 and it covers the trough and peak period of the recent merger wave. Through an operating performance analysis it is evident that 49.57 % of the mergers underperform compared to their peers. The hypotheses of empire building, managerial risk aversion and overconfidence can be accepted to have a significant negative impact on performance. Herd behavior and anchoring is evident in the fact that mergers completed in 2006 underperform, but this motive cannot be supported by other proxies. The empirical study allows the set-up of multiple recommendations to minimize the risk of acquisitions based on value decreasing motives. Classic corporate governance mechanisms can be used to prevent agency motives through incentives and control mechanisms. Additional methods must be considered to safeguard against irrationality of which a challenge of managers’ mindset is essential. Finally, the findings of the empirical study suggest four factors that ex-ante indicate an increased risk of merger failure. These are high cash flow in percent of sales prior to the acquisition, acquisitions of unrelated targets, an outperformance of the acquirer up to the acquisition and a market characterized by high merger activity. Table of contents 1 Introduction ........................................................................................................................ 6 1.1 Research question ........................................................................................................ 8 1.2 Limitation of the research question ............................................................................. 9 1.3 Methodology .............................................................................................................. 11 1.4 Structure..................................................................................................................... 12 1.5 The analysis in the context of prior research ............................................................. 13 2 Neoclassical theory .......................................................................................................... 15 2.1 Sources to synergies .................................................................................................. 15 2.1.1 Increasing market power .................................................................................... 16 2.1.2 Efficiency gains / cost reductions ....................................................................... 16 2.1.3 Increased managerial efficiency ......................................................................... 17 2.1.4 Other sources to synergies .................................................................................. 17 2.2 Merger Waves in a neoclassical perspective ............................................................. 18 2.2.1 Empirical evidence of neoclassical motives and merger waves ........................ 19 3 Agency theory .................................................................................................................. 20 3.1 The firm as a nexus of contracts ................................................................................ 20 3.2 Agency problems in M&A ........................................................................................ 22 3.2.1 Empire building and the free cash flow theory .................................................. 22 3.2.2 Managerial risk aversion and diversification strategies ..................................... 23 3.2.3 Managerial entrenchment ................................................................................... 24 3.2.4 Private benefits of control .................................................................................. 25 3.3 Waves and agency costs ............................................................................................ 26 4 Efficient markets and rationality assumptions ................................................................. 28 5 Behavioral economics ...................................................................................................... 30 5.1 Heuristics ................................................................................................................... 31 5.1.1 Herd behavior ..................................................................................................... 31 5.1.2 Anchoring ........................................................................................................... 33 5.2 Biases ......................................................................................................................... 33 5.2.1 Hubris ................................................................................................................. 33 5.2.2 Sensitivity of investment to cash flow ............................................................... 36 5.2.3 The confirmation trap ......................................................................................... 37 5.3 Framing effects .......................................................................................................... 38 5.3.1 Regret avoidance and escalation of commitment ............................................... 38 5.4 Behavioral economics and merger waves ................................................................. 40 6 Sub-conclusion ................................................................................................................. 41 7 Data and sample selection ................................................................................................ 42 7.1 Data selection ............................................................................................................ 42 7.2 Methodology of the performance analysis ................................................................ 43 7.2.1 Performance measure ......................................................................................... 43 7.2.2 Benchmark of performance ................................................................................ 46 7.2.3 Statistical methods to examine value destroying motives .................................. 47 7.2.3.1 Univariate analysis method ......................................................................... 47 7.2.3.2 Multivariate analysis method ...................................................................... 48 8 Descriptive data ................................................................................................................ 49 8.1 Merger waves ............................................................................................................ 49 8.1.1 Data sample ........................................................................................................ 49 8.1.2 Merger waves in the literature ............................................................................ 51 8.2 Mergers and acquisitions in Scandinavia .................................................................. 53 8.3 Stylized facts and merger performance ..................................................................... 55 8.4 Merger waves and performance ................................................................................ 57 9 Analysis and test results ................................................................................................... 59 9.1 Univariate analysis .................................................................................................... 59 9.1.1 Results of agency motives .................................................................................. 60 9.1.2 Results of behavioral motives ............................................................................ 61 9.2 Multivariate analysis.................................................................................................. 63 9.2.1 Discussion of control variables .........................................................................
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