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Assessing the Performance Banking M&As in Europe

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Assessing the Performance Banking M&As in Europe ASSESSING THE PERFORMANCE OF BANKING M&AS IN EUROPE ASSESSING THE PERFORMANCE OF BANKING M&AS IN EUROPE A NEW CONCEPTUAL APPROACH RYM AYADI CENTRE FOR EUROPEAN POLICY STUDIES BRUSSELS The Centre for European Policy Studies (CEPS) is an independent policy research institute based in Brussels. Its mission is to produce sound analytical research leading to constructive solutions to the challenges facing Europe today. The views expressed in this report are those of the author writing in a personal capacity and do not necessarily reflect those of CEPS or any other institution with which the author is associated. Rym Ayadi is Head of the Financial Institutions and Prudential Policy Research Programme at CEPS. She gratefully acknowledges the comments of Claudia Girardone and Phil Molyneux at the Wolpertinger Conference on “Banks in a Global World” in August 2006, and from Karel Lannoo, Chief Executive and Senior Research Fellow at CEPS. ISBN-13: 978-92-9079-732-6 © Copyright 2007, Centre for European Policy Studies. All rights reserved. No part of this publication may be reproduced, stored in a retrieval system or transmitted in any form or by any means – electronic, mechanical, photocopying, recording or otherwise – without the prior permission of the Centre for European Policy Studies. Centre for European Policy Studies Place du Congrès 1, B-1000 Brussels Tel: 32 (0) 2 229.39.11 Fax: 32 (0) 2 219.41.51 e-mail: [email protected] internet: http://www.ceps.eu CONTENTS Preface.......................................................................................................................i 1. Introduction .......................................................................................................1 2. Theoretical Background ...................................................................................6 2.1 Maximising-value explanations of M&As...........................................6 2.2 M&As and efficiency ..............................................................................6 2.3 M&As and market power ....................................................................10 2.4 Other non-maximising value explanations of M&As......................12 3. Empirical Findings ..........................................................................................14 3.1 Banking M&As and value creation.....................................................14 3.2 Banking M&As and efficiency.............................................................17 3.3 Banking M&As and market power.....................................................20 4. A New Conceptual Approach to Assessing Banking M&As....................22 5. Assessing the Performance of Banking M&As in Europe .........................30 5.1 Methodology..........................................................................................30 Application of the A/G matrix to assess M&As’ performance ...........31 Justification of the efficiency analysis method ....................................33 Balance-sheet ratios analysis .............................................................37 5.2 Data .........................................................................................................39 M&As sample.....................................................................................39 The control group ...............................................................................40 5.3 Results.....................................................................................................40 Banking M&As and performance – Cost and profit efficiency indicators ............................................................................................41 Banking M&As and performance – balance-sheet indicators.............46 5.4 Conclusions............................................................................................49 References..............................................................................................................51 Annexes 1. The Findings of the European Commission’s Survey on Cross-Border Consolidation in the EU Financial Sector.....................................................60 2. Calculation Procedures....................................................................................62 3. Background Data on M&A Sample................................................................63 4. Results – Efficiency Analysis...........................................................................65 PREFACE he European banking sector consolidated at a rapid pace throughout the 1990s. The deregulation of banking activities, the progress made T towards the completion of an integrated European financial market, financial globalisation, technological and financial innovations, the imperative of value creation and the introduction of the euro are some of the principal forces that have fuelled this process. Today, it seems that merger and acquisition (M&A) activity has resumed, as evidenced by several recent domestic and cross-border deals in the financial industry. Faced with increased risks, uncertainty and enhanced competition, banking institutions have had to adopt the most economic strategic means to cut their costs and enhance their revenues in order to remain competitive. Moreover, the adoption of most measures under the Financial Services Action Plan (FSAP) and the European Commission’s White Paper on financial services policy (2005-2010) towards complete integration of European financial markets will act as further impetus to accelerate consolidation in the financial services industry in the coming years. Nevertheless, many studies of the M&A wave of the 1990s have found that on average M&As are far from having proved their economic effectiveness. Consequently, one can question the real motives behind these operations for managers and shareholders and their effects on banking profitability, efficiency and welfare. In this study, we define the underlying strategies behind banking M&As and investigate whether they actually matter in terms of these effects. To this end, we introduce in this book a new approach based on a conceptual matrix built on the interaction between two criteria that can be used to define the various strategies underlying an M&A: the initial activities of the banks involved and the geographical dimension of the transactions. Using this matrix to sub-categorise 71 cases of banking M&As in Europe, we then assess the profitability and the efficiency (cost and profit) for the acquirers and the targets before and after the operation. The | i ii | PREFACE analysis is based on financial ratios and Data Envelopment Analysis (DEA) to assess both financial and economic performance. The results obtained from both methodologies are then compared. Our results show that the economic and financial performance of banking M&As depends on their underlying strategies, which are defined by crossing the banks’ initial activities and their geographical reach. The optimal combination of these two factors – defining the optimal underlying strategy – could be a critical factor for the success or failure of an M&A. Rym Ayadi Brussels September 2007 1. INTRODUCTION he European banking sector experienced a rapid process of mergers and acquisitions (M&As) during the 1990s.1 Figure 1 charts the T growth of this phenomenon from 1990-2005. The deregulation of banking activities, the progress made towards the completion of an integrated European financial market, financial globalisation, technological and financial innovations, the imperative of value creation and the introduction of the euro are some of the principal forces that have fuelled the process of banking consolidation in Europe. Since 2003, the increase in value of domestic and cross-border transactions in the financial services industry suggests a resumption of M&A activity.2 Indeed, faced with increased risks, uncertainty and enhanced competition, banking, insurance and other financial institutions have had to adopt the most economic strategic means to cut costs and enhance revenues (see Figure 2 for sectoral responses). Moreover, the adoption of most measures under the Financial Services Action Plan (FSAP), the European Commission’s White Paper on financial services policy (2005-2010) towards complete integration of European financial markets and the tightening of the procedures that supervisory authorities in the member states are obliged to follow when assessing proposed M&As in the banking, insurance and securities sectors,3 will act decisively to accelerate the consolidation of financial services in the coming years. 1 Ayadi & Pujals (2004 and 2005). 2 Approximately €79 billion of deals in financial services involving a target based in Europe were announced in 2005. Compared with 2004, this is an increase of 76% by transaction value (see PwC, 2006 a, b). 3 The issue of low cross-border consolidation in the financial sector was discussed at the informal meeting of Economic and Finance Ministers (ECOFIN) in September 2004. The ministers asked the European Commission to study possible obstacles to cross-border mergers and acquisitions in the financial sector, arising both from differing supervisory practices and other, broader factors. Current EU rules allow supervisory authorities to block a proposed M&A if they consider that the 'sound and prudent management' of the target company could be put at risk. | 1 2 | RYM AYADI Figure 1. Number and value of M&As in banking in the EU15, 1990-2005 value (bil. euro) number of deals Domestic Cross-border
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