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Why Mergers Occur and What Happens: Examining Motives and Communications Technology Deployment

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Why Mergers Occur and What Happens: Examining Motives and Communications Technology Deployment Why Mergers Occur and What Happens: Examining Motives and Communications Technology Deployment Sumit K. Majumdar University of Texas at Dallas [email protected] Rabih Moussawi Villanova University Philadelphia, PA [email protected] Ulku Yaylacicegi University of North Carolina Wilmington, NC [email protected] January 15, 2019 This article builds on an extensive stream of prior research and writings on the mergers topic. Several elements of this article have been presented at various events such as the Telecommunications Policy Research Conference (TPRC), International Industrial Organization Society (IIOS) meetings, CRESSE meetings in Greece, and at the George Washington University Law School conference on merger impact evaluation. Very useful participants’ comments from all locations are acknowledged. 1 Why Mergers Occur and What Happens: Examining Motives and Communications Technology Deployment Abstract The nature of post-merger outcomes related to technological progress are unclear, with both the theoretical and empirical literatures being inconclusive and equivocal. It is suggested that merger motives materially drive post-merger outcomes, and these post-merger outcomes can vary because merger motives vary. Hence, assessments of post-merger outcomes should take into account such motives, by the use of suitable statistical constructs. The study has empirically assessed post-merger technology deployment patterns in the United States telecommunications industry over a considerable recent historical period of major institutional changes. The historical events have provided information enabling us to conduct detailed evaluation of the relative outcomes of differently motivated mergers under clean natural experiment conditions. Mergers have been classified as those undertaken for consolidation, financial and market exploitation reasons. It has been found that variations in merger motives have led to either significantly positive or significantly negative results with respect to post-merger technology deployment outcomes. Mergers motivated by consolidation or market exploitation reasons have been positively related to technology deployment, while mergers motivated by financial resource reasons have been negatively related to technology deployment. By bringing in merger motives as an important construct in the analysis of merger outcomes, it has been demonstrated how to factor in firms’ strategic intent in deepening our understandings of post-merger outcomes. Key words: communications sector; merger motives; technology deployment. 2 1. Introduction The big issue is profound. Technological progress drives economic growth, and that industrial and competition policy should engender this contingency is fully and widely accepted. Hence, whether mergers positively influence or impede technological progress is a critical antitrust topic. Being technologically progressive is vital. Should merging firms cut down on post-merger aggregate technology spending this would create welfare losses. Yet, views on whether mergers foster or retard technological progress are unclear. The apposite bon mot is that it depends (Katz and Shelanski, 2007)!1 First, there is a positive mergers and technology deployment angle, via monopolization. Mergers, by creating potential market concentration, would promote technological progress. Schumpeterian ideas suggest that technologically progressive firms would benefit from a period of market dominance, with higher profit expectations, to enjoy the fruits of their investments (Teece, 2018). In the modern digital context, these ideas have been re-formulated to suggest that merging firms, with business models likely to face rapid obsolescence through continuing technological changes, will need the combined merger-driven temporary market power protection to deploy expensive new technologies (Evans and Schmalensee, 2002). Second, there is a negative mergers, monopolization and technology deployment angle. The standard traditional view of mergers is that they increase firms’ market power (Comanor, 1967; Shepherd, 1979; Scherer, 1988). Market power acquisition leads to “quiet life” enjoyment (Hicks, 1935), hubris generation (Roll, 1986), empire building and social power acquisition motivations (Andrade, et al 2001; Mueller, 1969). These factors reduce firms’ incentives to be technologically progressive. This set of core ideas has been formally modelled (Federico, et al 2017; 2018) and has earlier influenced 1 Shelanski (2000: 117) has remarked that: “Enforcement that impedes technological change may have substantial social costs over time. But enforcement that is overly diffident might yield concentrated markets, higher prices, and no offsetting, long-term benefits. How policy officials should approach conflicting claims about competition and innovation is one of the central questions in U.S. microeconomic policy today.” 3 development of the Merger Guidelines by the United States Government (Baker, 1997; United States Department of Justice, 1992). An important related argument is of scale economy. Mergers provide a means for firms to obtain greater economies of scale (Jensen, 1986; Farrell and Shapiro, 1990) as well as economies of scope (Teece, 1980) when firms with complementary assets merge (Cassiman, et al 2005). If two such firms merge, the scale and synergies realized via resource pooling, say in technology related activities, may well generate efficiency benefits and reduce technology deployment needs. Additionally, pooling resources can enlarge size and enable a merged firm to curtail technology deployment levels strategically for anti-competitive reasons (Ulph and Katsoulacos, 1998). While a topic of consequence for decades, the evidence on post-merger technology deployment is relatively slim. In the literature, in the last four decades less than twenty studies have investigated the impact of mergers on technological change. Naturally, given many outcome possibilities, the evidence is equivocal.2 The range of findings across the various studies is interesting. Listed chronologically, seven of these studies (Cowling, et al 1980; Ravenscraft and Scherer, 1987; Hall, 1990; Hitt, et al 1991; Cloodt, et al 2006; Ornaghi, 2009; Comanor and Scherer, 2013)3 have 2 Scherer (2006: 15), a pioneer in empirically investigating mergers’ consequences, has concluded that “One would like to believe that mergers bring substantial efficiency benefits to the economy, but on this point the balance of evidence remains tenuous.” These comments also apply to the mergers and technology deployment issue. Roller, et al (2006), equally, have found the empirical literature not supporting the general presumption of mergers being beneficial. 3 The earliest analysis of the topic (Cowling, et al 1980) has found a negative relationship between mergers and technical change for the United Kingdom. Evidence for the United States shows R&D levels declined after mergers (Ravenscraft and Scherer, 1987); for mergers between publicly traded firms, changes in R&D investment rates in the combined firm were no different from those of firms not merging (Hall, 1990), and there were declines in R&D intensity following acquisitions (Hitt, et al 1991). These studies have related to R&D spending. Cloodt, et al (2006) examine patenting outcomes in four industries, aerospace and defense, computers and office machinery, pharmaceuticals and electronics and communications. They find that non-technological mergers do not contribute to post-merger innovation performance. The positive merger impacts are compromised by firms’ inabilities to integrate knowledge and these limit positive post-merger innovation performance. Ornaghi (2009) examines the pharmaceutical industry innovation and finds that that merged 4 established negative outcomes. Five studies (Hagedoorn and Duysters, 2002; Stiebale, 2013, 2016; Ringel and Choy, 2017; Entezarkheir and Moshiri, 2018) have established positive outcomes;4 while six studies (Bertrand and Zuniga; 2006; Cassiman, et al 2006; Desyllas and Hughes, 2010; Majumdar, et al 2014a; Park and Sonenshine, 2012; Prabhu, et al 2009) have established mixed findings.5 Overall, companies have worse performance than non-merging firms. Comanor and Scherer (2013) also examine the pharmaceutical industry and find that increasing recent merger-driven concentration has contributed to declining innovation. 4 Hagedoorn and Duysters (2002) have investigated the international computer industry, finding that technological relatedness of acquired companies and the merger of companies with higher R&D intensities increase the technological intensity of acquiring firm. Entezarkheir and Moshiri investigate a large number of firms in the United States and find that mergers positively correlate with firms’ innovation, with the effect heterogeneous across industries, increasing with market share and rising in the long-run. Stiebale (2013; 2016) finds that after cross-border acquisitions, involving European firms, buying firms display higher rate of domestic R&D expenditure rates. Ringel and Choy (2017) evaluate downstream R&D productivity ratios of pharmaceutical firms and find that large pharmaceutical mergers are associated with higher R&D productivity. 5 Cassiman, et al (2005) evaluate European cases, and find that mergers between partners with complementary technologies result in greater R&D performance. When merged entities’ technologies substitute each other, significant post-deal R&D decreases are noted. Observed R&D efficiencies, however, increase
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