Tuck School of Business at Dartmouth Tuck School of Business Working Paper No. 2008-47 Corporate Takeovers Sandra Betton John Molson School of Business, Concordia University [email protected] B. Espen Eckbo Tuck School of Business at Dartmouth [email protected] Karin Thorburn Tuck School of Business at Dartmouth [email protected] May 2008 This version, August 2008 This paper can be downloaded from the Social Science Research Network Electronic Paper Collection: http://ssrn.com/abstract=1131033 Electronic copy available at: http://ssrn.com/abstract=1131033 Corporate Takeovers∗ Sandra Betton John Molson School of Business Concordia University [email protected] B. Espen Eckbo Tuck School of Business Dartmouth College [email protected] Karin S. Thorburn Tuck School of Business Dartmouth College [email protected] May, 2008 This version, August 2008 To appear in B. E. Eckbo (ed.), Handbook of Corporate Finance: Empirical Corporate Finance, Volume 2 (North-Holland/Elsevier, Handbooks in Finance Series), Chapter 15, 2008. Keywords: takeover, merger, tender offer, auction, offer premium, bidder gains, toeholds, markups, hostility, executive compensation, arbitrage, announcement return, long-run performance, monopoly, antitrust ∗Surveying the vast area of corporate takeovers is a daunting task, and we have undoubtedly missed many inter- esting contributions. We apologize to those who feel their research has been left out or improperly characterized, and welcome reactions and comments. Some of the material in Section 3 is also found in Eckbo (2008). Electronic copy available at: http://ssrn.com/abstract=1131033 Abstract This essay surveys the recent empirical literature and adds to the evidence on takeover bids for U.S. targets, 1980-2005. The availability of machine readable transaction databases have allowed empirical tests based on unprecedented sample sizes and detail. We review both aggregate takeover activity and the takeover process itself as it evolves from the initial bid through the final contest outcome. The evidence includes determinants of strategic choices such as the takeover method (merger v. tender offer), the size of opening bids and bid jumps, the payment method, toehold acquisition, the response to target defensive tactics and regulatory intervention (antitrust), and it offers links to executive compensation. The data provides fertile grounds for tests of everything ranging from signaling theories under asymmetric information to strategic competition in product markets and to issues of agency and control. The evidence is supportive of neoclassical merger theories. For example, regulatory and technological changes, and shocks to aggregate liquidity, appear to drive out market-to-book ratios as fundamental drivers of merger waves. Despite the market boom in the second half of the 1990s, the proportion of all-stock offers in more than 13,000 merger bids did not change from the first half of the decade. While some bidders experience large losses (particularly in the years 1999 and 2000), combined value-weighted announcement-period returns to bidders and targets are significantly positive on average. Long-run post-takeover abnormal stock returns are not significantly different from zero when using a performance measure that replicates a feasible portfolio trading strategy. There are unresolved econometric issues of endogeneity and self-selection. Electronic copy available at: http://ssrn.com/abstract=1131033 Contents 1 Introduction 1 2 Takeover activity 5 2.1 Merger waves . 5 2.2 Takeover contests, 1980-2005 . 9 2.2.1 Initial bidders and offer characteristics . 9 2.2.2 Duration, time to second bid, and success rates . 13 2.3 Merger negotiation v. public tender offer . 15 2.3.1 Merger agreement and deal protection devices . 15 2.3.2 Mandatory disclosure and tender offer premiums . 17 2.3.3 Determinants of the merger choice . 19 3 Bidding strategies 20 3.1 Modeling the takeover process . 20 3.1.1 Free-riders and post-offer dilution . 20 3.1.2 Auction with single seller . 24 3.2 The payment method choice . 25 3.2.1 Taxes . 26 3.2.2 Information asymmetries . 27 3.2.3 Capital structure and control motives . 31 3.2.4 Behavioral arguments for all-stock . 32 3.3 Toehold bidding . 33 3.3.1 Optimal bids . 33 3.3.2 The toehold puzzle . 35 3.4 Bid jumps and markup pricing . 38 3.4.1 Preemption and bid jumps . 38 3.4.2 Runups and markups . 40 3.5 Takeover defenses . 42 3.5.1 Legal basis for defensive measures . 44 3.5.2 Defenses and offer premiums . 46 3.6 Targets in bankruptcy . 53 3.6.1 Chapter 11 targets . 53 3.6.2 Bankruptcy auctions and fire-sales . 55 3.6.3 Testing for auction overbidding . 56 3.7 Offer premium summary . 59 4 Takeover gains 61 4.1 Econometric caveats . 62 4.2 Runup- and announcement-period returns . 63 3 4.3 Dollar returns . 67 4.4 Estimating expected bidder gains . 68 4.5 Post-takeover (long run) abnormal returns . 69 4.5.1 Buy-and-hold returns . 70 4.5.2 Portfolio performance estimation . 72 5 Bondholders, executives, and arbitrageurs 74 5.1 Takeovers and bondholder wealth . 74 5.2 Takeovers and executive compensation . 76 5.3 Merger arbitrage . 81 5.3.1 Arbitrage positions . 81 5.3.2 Arbitrage gains . 82 5.3.3 Limits to arbitrage . 84 6 Takeovers, competition and antitrust 86 6.1 Efficiency v. market power: predictions . 86 6.2 Effects of merger on rival firms . 89 6.3 Effects of merger on suppliers and customers . 91 6.4 Some implications for antitrust policy . 93 6.4.1 The market concentration doctrine . 93 6.4.2 Did the 1978 Antitrust Improvements Act improve antitrust? . 95 7 Summary and Conclusions 97 7.1 Takeover activity . 98 7.2 Bidding strategies and offer premiums . 99 7.3 Takeover gains . 102 7.4 Bondholders, executives, and arbitrage . 104 7.5 Competition and antitrust . 105 1 Introduction Few economic phenomena attract as much public attention and empirical research as the various forms of transactions in what Manne (1965) dubbed ”the market for corporate control.” Corporate takeovers are among the largest investments that a company ever will undertake, thus providing a unique window into the value implications of important managerial decisions and bid strategies, and into the complex set of contractual devices and procedures that have evolved to enable the deals to go through. Empirical research in this area has focused on a wide range of topics including the impact of statutory and regulatory restrictions on the acquisition process (disclosure and target defenses), strategic bidding behavior (preemption, markup pricing, bid jumps, toeholds, payment method choice, hostility), short- and long-run abnormal stock returns to bidder, and targets (size and division of takeover gains), and the origin and competitive effects of corporate combinations (efficiency, market power and antitrust policy). In this survey, we review empirical research on each of these and related topics. The structure of our survey differs from most earlier empirical reviews, where the focus tends to be on the final bid in completed takeovers.1 We follow the approach begun by Betton and Eckbo (2000) and examine the entire takeover process as it evolves from the first bid, through bid revision(s) and toward the final outcome (success or failure). This more detailed focus on the takeover process is also found in more recent publications.2 We provide new empirical updates in some areas, using takeovers found in the Thomson Financial SDC database for the period 1980– 2005. One limitation of the survey is that we do not discuss the general interplay between the market for corporate control, ownership structure and corporate governance (with the exception of hostile bids).3 We also limit the review to empirical studies of takeovers of U.S. target firms.4 Takeovers by financial buyers such as leveraged buyouts (LBOs) are surveyed in Eckbo and Thorburn (2008b), Chapter 16 of this volume. Throughout, we use the term takeover generically for any acquisition of corporate control 1Jensen and Ruback (1983), Jarrell, Brickley, and Netter (1988), Eckbo (1988), Andrade, Mitchell, and Stafford (2001), Martynova and Renneboog (2005, 2007). 2Bhagat, Dong, Hirshleifer, and Noah (2005), Boone and Mulherin (2007b), Betton, Eckbo, and Thorburn (2007). See also the survey by Burkart and Panunzi (2006). 3Research on corporate ownership structure, managerial private benefits of control, shareholder activism and voting, etc., is surveyed in Becht, Bolton, and Roll (2003), Dyck and Zingales (2004), and Adams and Ferreira (2007). 4See Martynova and Renneboog (2006) for the European takeover market. 1 through the purchase of the voting stock of the target firm, regardless of whether the bid is in the form of a merger agreement or a tender offer. Moreover, in our vernacular, the first observed bid for a specific target starts a takeover ”contest” whether or not subsequent bids actually ma- terialize. All initial bids start a contest in the sense of attracting potential competition from rival bidders and/or incumbent target management. This is true even after signing a merger agreement, as director fiduciary duties require the target board to evaluate competing offers all the way un- til target shareholders have voted to accepted the agreement (the fiduciary out). Also, we know from the data that a friendly merger negotiation is not a guarantee against the risk of turning the takeover process into an open auction for the target. The contest perspective helps us understand why initially friendly merger bids are sometimes followed by tender offers and vice versa, why we sometimes observe bid revisions even in the absence of rival bidders, why target hostility emerges even when the initial bidder appears to be friendly, and why the auction for the target sometimes fail, altogether (no bidder wins). We begin in Section 2, ”Takeover activity,” with a brief discussion of takeover waves, followed by a detailed description of the initial bids in an unprecedented sample consisting of more than 35,000 takeover contests for U.S.