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The Consequences of Post-Merger & Acquisition Performance in Listed The Consequences of Post-Merger & Acquisition Performance in Listed and Non-Listed Companies in Sweden A Case Study for AstraZeneca AB, Cybercom Group AB, Grant Thornton Sweden AB and PayEx Authors: Emmanuel Kwaasi Adjei and Kelvin Ubabuko Subject: Master Thesis in Business Administration 15 ECTS Program: Master of International Management Gotland University Autumn semester 2011 Supervisor: Adri de Ridder Abstract Empirical research findings on the consequences of post-M&A performance have generated several result, although most of which are inconsistent. The relation of such post-M&A performances to non-listed and listed companies can be relative especially when considering the companies economic and financial structure and other prevailing factors associated to the host country. However, most of these have been attributed to the choice of performance measurement indicators. This paper analyses and evaluates existing performance indicators that have been employed in the literature. It is argued that to overcome the limitations found in financial indicators of performance, a need to pursue multiple measures of performance in post-M&A research is needed. It also argues that the motives for the transaction should also be included as performance indicators. This hybrid approach will allow researchers and practitioners to measure the overall success of merger and acquisitions. Keywords: Post-Merger and Acquisition Performance; Synergy Rationales; Return on Equity; Return on Capital Employed Contents 1. Introduction ....................................................................................................................................1 1.1. Background ..............................................................................................................................1 1.2. Research Question ....................................................................................................................2 1.4. Research Purpose .....................................................................................................................3 1.5. Outline of the Study .................................................................................................................3 2. Literature Review ...........................................................................................................................4 2.1. Merger Rationales and Post Merger Performance Theories .......................................................4 3. Data and Methodology ....................................................................................................................8 3.1. Data .........................................................................................................................................8 3.2. Methodology .......................................................................................................................... 11 3.2.1. Hypothesis....................................................................................................................... 11 4. Results .......................................................................................................................................... 17 4.1. Non –Listed Companies ......................................................................................................... 18 4. 1.1. PayEx ............................................................................................................................ 19 4.1.2. Grant Thornton ................................................................................................................ 19 4.1.3. Analysing The Hypothesis for M&A Rationales in Non –Listed Companies .................... 19 4.1.4. Analysing The Hypothesis for Post-M&A Performance in Non-Listed Companies ........... 21 4.2. Listed Companies ................................................................................................................... 23 4.2.1. Cybercom Group (listed) ................................................................................................. 23 4.2.2. AstraZeneca .................................................................................................................... 23 4.2.3. Analysing the Hypothesis (H1) for M&A Rationales in Listed Companies ....................... 24 4.2.4. Analysing the Hypothesis (H2) for Post-M&A Performance in Listed Companies ............ 25 4.3. Comparing Non-listed and Listed companies using the following Descriptive Statistics; leverage level, ROE, ROCE, Fixed Asset Turnover ratio, Capital Turnover ratio ........................... 28 5. Summary ...................................................................................................................................... 30 5.1. Conclusion ............................................................................................................................. 30 References ........................................................................................................................................ 31 Appendix .......................................................................................................................................... 34 ABREVATION MEANING M&A MERGER AND ACQUISITION EC EUEROPEAN COMMISSION LBO LEVERAGE BUYOUT MDA MULTIPLE DISCRIMINANT ANALYSIS PV PRESENT VALUE ROE RETURN ON EQUITY EBIT EARNING BEFORE TAX & INTEREST R&D RESEARCH AND DEVELOPMENT ROCE RETURN ON CAPITAL EMPLOYED SIC STANDARD INDUSTRIAL CLASSIFICATION CODE NPV NET PRESENT VALUE CEO CHIEF EXECUTIVE OFFICER CFO CHIEF FINANCIAL OFFICER EU EUROPEAN UNION EUR EURO CURRENCY SEK SWEDISH KRONA P PENDING C COMPLETE FAT FIXED ASSET TURNOVER GR GEARING RATIO CTR CURRENT TURNOVER RATIO 1. Introduction 1.1. Background Empirical research on mergers and acquisitions (M&A) has shown a great deal about trends and characteristics of M&A activities over the last century. For example, event studies have demonstrated that mergers tend to create shareholder value, with most of the gains accruing to the target firm. But on the issue of why mergers occur, research has been more limited. Economic theory has provided many possible reasons for why mergers might occur: efficiency-related reasons that often involve economies of scale or other synergies; attempts to create market power, perhaps by forming monopolies or oligopolies; market discipline, as in the case of the removal of incompetent target management; self-serving attempts by acquirer management to over-expand and other agency costs and to take opportunities for diversification as reported by Pazarskis et al., (2006). Most of these theories have been found to explain some of the mergers over the last century, and thus are clearly relevant to a comprehensive understanding of what drives acquisitions. In addition, some of these reasons for mergers appear to be more relevant in certain time periods. For example, the EC law on fair competition and active enforcement have made merger for market power difficult to achieve most recently. Also, standardizations in international trade have made it easy for companies to trade and create partnership across their national frontiers in order to take the full advantage of globalization. Credit crunch, legal services reforms, threats to legal aid, the competitive environment for small businesses exhibits more threats than opportunities. Traditional markets are at risk from new entrants and the availability of substitutes for the services that are traditionally supplied by solicitors. Small firms are faced with recession, higher levels of client sophistication and expectation, greater levels of regulatory control and increasing legal complexity. They face competitive pressure from one another and from larger firms. More importantly, they face competitive pressure from large retailers, membership organizations and possibly banks, building societies and insurers in many of their core business areas as reported by Zarotiadis and Pazarskis (2003). In 2010, the Nordic economies begin to put the economic crisis behind them. Having weathered the storm, they are in comparatively better shape than many of their European or other developed economy counterparts. With sometimes extensive restructuring and cost control programmes completed, healthier balance sheets and better performance led many to return to the acquisition trail over the course of the year. Sweden is the largest M&A market in the Nordic region, representing a little over one-third of the number of transactions in the region. Perhaps surprisingly, Norway came in second in terms of both deal volumes and values, at 23% and 36% respectively. The Danes were only one deal behind the Norwegians but with a much lower average deal size, while Finland still maintained a respectable 18 % of regional deal volume. Sweden accounted for roughly one-third of all regional M&A flows 1 over the 2005 to 2010 period, making the country the largest Nordic market with some 1,414 deals collectively valued at EUR1 11.93 billion brokered over the six years as reported by KPMG International, (2011). 1.2. Research Question From several past research papers on accounting and finance, there is a common agreement that stock price performance studies are unable to determine whether M&As create real economic gains or losses and to provide evidence on the sources of any merger-related economic result, as it difficult to distinguish between stock-market inefficiencies and improvements in economic performance resulting from the merger. The
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