A Transaction Cost Approach to Make-or

Real options in equity
partnership
Timothy B. Folta and Kent D. Miller
Presenter: Wen ZHENG
Introduction
Theory and Hypothesis
Research Design
Result
Discussion
Research Question
• Extends a developing literature using option theory
to diagnose the motives for incrementally
committing to strategies through sequential
investment purchase
• Examine acquisitions and equity purchases in
existing biotechnology partners by established firms
from outside of biotechnology
Folta and Kim (2002)
Real Options in Equity Partnerships
10/9/2013
Introduction
Theory and Hypothesis
Research Design
Result
Discussion
Options
• Characterize minority investments in partner firms
as two-stage compound options (Kogut, 1991)
▫ First stage
 Purchase an option buying an initial equity stake
 Exercise the option buyout option
▫ Second stage
 Purchase an option further equity purchases
 Exercise the option growth option
Folta and Kim (2002)
Real Options in Equity Partnerships
10/9/2013
Introduction
Theory and Hypothesis
Research Design
Result
Discussion
Options
• Characterize minority investments in partner firms
as two-stage compound options (Kogut, 1991)
▫ First stage
 Purchase an option buying an initial equity stake
 Exercise the option buyout option
▫ Second stage
 Purchase an option further equity purchases
 Exercise the option growth option
Folta and Kim (2002)
Real Options in Equity Partnerships
10/9/2013
Introduction
Theory and Hypothesis
Research Design
Result
Discussion
Buyout Options
• Options
▫ Holding the option maintain flexibility
▫ Exercise the option  increase commitment
 Control: acquire a major stake
 Partial: incremental investment
• Value (Black-Scholes model)
▫ 𝐶 = 𝑓(𝑆, 𝑋, σ, 𝑇, 𝑟)
 𝑆: partner value future cash flow + option value for future growth opportunities
 𝑋: exercise price organizational expenditure + monetary expenditure
 σ: uncertainty of the partner’s value
 𝑇: duration length of time the buyout decision may be deferred
 𝑟: risk-free interest rate (not include in the study)
Folta and Kim (2002)
Real Options in Equity Partnerships
10/9/2013
Introduction
Theory and Hypothesis
Research Design
Result
Discussion
Buyout Options
• Exercise Condition
▫ 𝑆 − 𝑋 > 𝐶 𝑆, 𝑋, σ, 𝑇 ; 𝑆 − 𝑋 > 0
▫ Early Exercise decisions may be warranted if deferring
buyout results in
 Cash flow or learning sacrifice
 Diminished opportunities to preempt rivals
Folta and Kim (2002)
Real Options in Equity Partnerships
10/9/2013
Introduction
Theory and Hypothesis
Research Design
Result
Discussion
Hypothesis
• 𝑆 − 𝑋 > 𝐶(𝑆, 𝑋, σ, 𝑇) ; 𝑆 − 𝑋 > 0
▫ H1: 𝑆  buyout
▫ H2: σ  buyout
▫ H3: σ × 𝑆  buyout
▫ H4: proprietary  buyout
▫ H5: σ × proprietary  buyout
▫ H6: unique  buyout
Folta and Kim (2002)
Real Options in Equity Partnerships
10/9/2013
Introduction
Theory and Hypothesis
Research Design
Result
Discussion
Data
• Dataset
▫ NCBC Actions Database
▫ Bioscan
• Sample
▫ 285 minority equity partnership (1978-1999)
 22 were buyout in a majority purchase
 122 were terminated by other means (dissolution, etc.)
 141 were still in operation at the end of the study’s time period
 120 instance of incremental increases in equity
▫ Subfield
 Therapeutics; diagnostics; agriculture; supplier/specialty chemical
Folta and Kim (2002)
Real Options in Equity Partnerships
10/9/2013
Introduction
Theory and Hypothesis
Research Design
Result
Discussion
Model and Method
• Event history techniques
▫ Buyout events
 Acquiring a majority stake
 Acquiring an additional stake
▫ Hazard rate
𝑞 𝑡+Δ𝑡
Δ𝑡
Δ𝑡→0
 λ 𝑡 = lim [
]
 λ 𝑡 = exp α′ 𝑋𝑡
▫ Maximum Likelihood
 There is independence of failure times  Not true
 “cluster” option (Lin and Wei (1989))
Folta and Kim (2002)
Real Options in Equity Partnerships
10/9/2013
Introduction
Theory and Hypothesis
Research Design
Result
Discussion
Variables
• Firm Valuation
▫
A stock market index of public firms active in the firm’s technological subfield
▫
A proxy for the ability to attract capital from public markets
• Uncertainty
▫
26-week standard deviation of weekly returns for each of the four biotechnology subfield indices
• Proprietary
▫
The log of the number of established firms with equity partnerships outstanding in the target firms in
the previous month
• Control Variables
▫
Nature of option
▫
Nature of the target firms
▫
Nature of the established firms
Folta and Kim (2002)
Real Options in Equity Partnerships
10/9/2013
Introduction
Theory and Hypothesis
Folta and Kim (2002)
Research Design
Result
Real Options in Equity Partnerships
Discussion
10/9/2013
Introduction
Theory and Hypothesis
Folta and Kim (2002)
Research Design
Result
Real Options in Equity Partnerships
Discussion
10/9/2013
Introduction
Theory and Hypothesis
Research Design
Result
Discussion
• Lack of overall explanatory
power
• The theory doesn’t explain
majority-stake buyout
• Inadequate measurement
and specification
• Sample size is insufficient
• Uncertainty is significantly
negative correlated with the
buyout likelihood
Folta and Kim (2002)
Real Options in Equity Partnerships
10/9/2013
Introduction
Theory and Hypothesis
Folta and Kim (2002)
Research Design
Result
Real Options in Equity Partnerships
Discussion
10/9/2013
Introduction
Theory and Hypothesis
Folta and Kim (2002)
Research Design
Result
Real Options in Equity Partnerships
Discussion
10/9/2013
Introduction
Theory and Hypothesis
Research Design
Result
Discussion
H1& H3 are
supported using
subfield value
measure
Folta and Kim (2002)
Real Options in Equity Partnerships
10/9/2013
Introduction
Theory and Hypothesis
Research Design
Result
Discussion
H1 & H3
Folta and Kim (2002)
Real Options in Equity Partnerships
10/9/2013
Introduction
Theory and Hypothesis
Research Design
Result
Discussion
H2 is
corroborated
Folta and Kim (2002)
Real Options in Equity Partnerships
10/9/2013
Introduction
Theory and Hypothesis
Research Design
Result
Discussion
H4& H5 are
corroborated
Folta and Kim (2002)
Real Options in Equity Partnerships
10/9/2013
Introduction
Theory and Hypothesis
Research Design
Result
Discussion
H4 & H5
Folta and Kim (2002)
Real Options in Equity Partnerships
10/9/2013
Introduction
Theory and Hypothesis
Research Design
Result
Discussion
H6 is not
corroborated
Folta and Kim (2002)
Real Options in Equity Partnerships
10/9/2013
Introduction
Theory and Hypothesis
Research Design
Result
Discussion
• This paper explores how option theory illustrate the buyout of research
partners
▫ H1-H5 are corroborated, but H6 is not
• This paper recognize the difference between real and financial option
▫ Financial option: delaying commitment is always optimal
▫ Real option: opportunity cost to wait
• Future Research
▫ Address the extent to which real option theory aids in explaining partner
buyouts in other industry contexts, or other types of collaborations, such as
non-equity collaboration
▫ Carefully examine the assumption underlying real option pricing models
Folta and Kim (2002)
Real Options in Equity Partnerships
10/9/2013