Acquisition Performance: Experience or Competence? Steven E. Phelan Tomas Mantecon University of Nevada Las Vegas 1 Background • Phelan Research Questions • Entrepreneurial competence • Alliances • Acquisitions Methods • Agent-based models • Experimental game theory • Event studies 2 Central Questions in Strategy • Do some firms perform better than others? Do some firms (consistently) create more shareholder value than others? • Sustainable competitive advantage – the holy grail • There is a deeply held belief (bias?) that this is true • Why do some firms perform better than others? Most research focuses on this question • Can I make this specific firm perform better than others? Little on this 3 Acquisition Research in Strategy • Same questions Do some firms perform consistently better on acquisitions than others? Why is this the case? What should a specific firm do to increase its acquisition performance? • General perception that… …acquirers (bidders) lose value in acquisitions and that the targets capture most of the value created 4 The Resource-Based View of Strategy • A General Theory for Why Firm A Outperforms Firm B Firm A possesses a value-creating resource (asset) that Firm B does not, or Firm A uses a resource in a way Firm B does not (it possesses a competence or capability that Firm B finds difficult to imitate) If Firm A can acquire its resources for a lower cost than Firm B (due to information asymmetry or luck) than they will also have a competitive advantage 5 Resource-Based View of Acquisitions • Firm can acquire valuable resources through acquisitions Emphasis on creating a synergy between old and new resources (1+1=3) • Porter has two tests: Is firm better off? • Is additional value being created in the merger? Cost of entry • Is the acquisition premium you are paying less than the value created (and preferably much less) • Links to the synergy trap or winner’s curse 6 Recent theory • Hitt, Hoskisson, and Ireland Firms may develop a competency in identifying, negotiating, and/or integrating acquisitions that can lead to a competitive advantage Classic examples: Cisco, GE – who make dozens of acquisitions each year Not much empirical evidence for an acquisition competence Those with an acquisition competence should have a higher performance 7 The Role of Experience • Simple enough The more acquisitions you do the better you should get at acquisitions • Easy to study Simply count how many acquisitions a firm makes and see if performance increases with experience 8 Measuring performance • Market efficiency If you believe that markets are reasonably efficient then the deviation in a firm’s stock price following the acquisition announcement will reflect the market’s judgment on the wisdom of the acquisition (after adjusting for normal daily market movements) • Window We use a 3-day day window that includes movements one day before and after the announcement. 9 Previous Studies • Kusewitt (1985) Returns decline if firms do more than one acquisition per year • 138 companies, 3500 events, 1967-76 • Fowler (1989), Bruton (1994) Small positive relationship between experience and performance • Only 41 and 52 events respectively • Lahey and Conn (1990) No difference in performance between firms making single or multiple acquisitions in a six year window • 91 events over $10m 10 Previous Studies • Haleblian & Finkelstein (1999) Reported U-shaped relationship between experience and performance using 449 events >$10m Convoluted logic to explain effect • Hayward (2002) 535 acquisitions by 100 firms No relationship between experience and performance Time between acquisitions was significant • Inverted U-shape • Zollo & Reuer (2003) 51 banks, 577 events No relationship between experience and performance 11 Meta-Analysis • King et al (2004) meta analysis Compared 7 studies, 1300 events Different performance measures ranging from days to months to years No relationship between experience and any performance measure • We hypothesize no relationship between experience and performance for our sample 12 Competence • So what is making GE and Cisco so good at acquisition if not experience? Perhaps raw experience is not a good proxy for competence Chambliss (1999) found that Olympics swimmers were qualitatively different from amateurs not just quantitatively different (they have differential technique) • “superlative performance is really a confluence of dozens of small skills and activities, each one learned or stumbled upon” 13 Differential Learning There may also be an interaction between experience and competence • competent companies may learn faster (perhaps masking an experience main effect) Hypotheses: • Qualitative competence will be associated with performance • There will be an interaction between competence and experience 14 Sample • All reported acquisitions in SDC database between 1991 and 2002 Dropped firms without CRSP data Dropped recaps, spinoffs, LBOs, contaminated events (i.e. earnings announcement at same time) Dropped outliers (|CAR|>0.5) – only 50 cases Final sample 10,574 events • 5734 private targets • 1465 public targets • 3375 subsidiary targets 15 Design • Sample was divided into 2 time periods 1991-1996 & 1997-2002 (although other divisions were tested) • We operationalized ‘competence’ as the average (mean or median) performance in the first six years Two measures CAR and residual CAR Considered 1, 3, 5 qualifying events 16 Results • Controls: Event year, relative acquisition size, acquirer performance, contested bids, business similarity, method of payment, use of advisor • Raw correlations Positive correlation between competence and performance, Negative correlation between experience and performance 17 Results Competence as… CAR Residual CAR Model 1 Model 2 Model 3 Model 4 Mean Median Mean Median Firm Performance 1.74 1.68 1.94 1.9 Cash 0.49 0.53 0.83 0.8 Stock -9.58** -9.72** -9.64** -9.86** Contested Bid -15.49 -15.33 -15.51 -15.14 Business Similarity -6.2* -6.14* -6.1* -5.83* Relative Acquisition Size 4.53* 4.51* 4.48* 4.35* Use of Advisor -5.13* -5.01* -4.67 -4.5 -2.98*** -2.93*** -3.37*** -3.53*** Past experience (log) -4.73 -5.18 -5.26 -5.1 Past experience2 0.93 1.00 0.97 0.90 52.22** 50.83** 43.64* 43.24* Competence * Experience -29.43 -7.68 17.10 37.81 R2 0.035 0.035 0.035 0.036 Bidder size Acquisition competence 18 Results by Target Status Model 1 Model 2 Model 3 Private Public Subsidiary Firm Performance -0.22 6.39* 1.83 Cash -3.12 20.51* -11.78* Stock -0.67 -11.88 -22.8* Contested Bid -0.17 -6.85 24.11 Business Similarity 1.12 -4.26 -9.49* Relative Acquisition Size 9.21*** -1.54 11.68** Use of Advisor 9.98* -15.53* 5.5 Bidder size -2.14* -1.86 -3.72** Past experience (log) -7.49 -9.85 5.29 Experience squared 0.87 2.45 -0.31 Acquisition competence 72.62** -33.68 56.49* Competence * Experience -34.87 -99.82 -4.12 R2 0.043 0.064 0.058 19 Discussion • Experience has no relationship with performance Confirms meta-study We also found no U-shaped relationship on normalized data • Artifact of extreme measures? • Past performance predicts future performance Arguably an unobserved competence 20 Discussion • Competence relationship: Strongly significant for private firms Marginally significant for subsidiaries Not significant for public acquisitions • Suggests an informational component Private market is less competitive than public market Perhaps, competent firms have lower search costs • No interaction between experience and competence Competent firms did not leverage experience better 21 Extension I. Firm Effects Variable DF SS MS F p Firm Size 1 0.16698 0.16698 46.79 <.0001 Relative Acq Size 1 0.00057 0.00057 0.16 0.6894 11 0.04553 0.00414 1.16 0.3109 2 0.11561 0.05781 16.2 <.0001 58 0.35904 0.00619 1.73 0.0007 Cash 1 0.00246 0.00246 0.69 0.4065 Stock 1 7.5E-05 7.5E-05 0.02 0.8848 Contested 1 0.00869 0.00869 2.44 0.1189 Similarity 1 0.00177 0.00177 0.5 0.4815 Advisor 1 0.00234 0.00234 0.66 0.4178 Firm 149 0.84942 0.0057 1.6 <.0001 Firm*Year 738 3.13511 0.00425 1.19 0.0037 Year Target Status Target Industry N=2224 22 Extension II. Cross Border Acquisitions Variable DF SS F p 19 0.057 1.019 0.4345 Target Status 5 0.032 2.194 0.0522 Bidder Size 1 0.007 2.466 0.1164 Competing Bids 1 0.000 0.079 0.7781 Relative Acq Size 1 0.028 9.409 0.0022 Prior Holdings 1 0.007 2.463 0.1166 Advisors 1 0.001 0.338 0.5612 Industry 64 0.187 0.992 0.4952 Business Similarity 1 0.011 3.616 0.0573 Cash 1 0.048 16.235 <.0001 Cultural Distance 1 0.034 11.414 0.0007 Year R2=0.035 N=4682 23 Extension III. Recursive Partitioning Analysis All Rows Count Mean Std Dev 59456 0.0049712 0.0561442 Log Rel Acq Size<2.60667683 Count Mean Std Dev 39483 -0.009572 0.0467052 Cash?(No) Count Mean Std Dev Advisors?(No) Count Mean Std Dev 20979 -0.020158 0.0391379 R2=.198 Log Rel Acq Size>=2.60667683 Count Mean Std Dev Cash?(Yes) 22648 -0.01961 0.0397567 Count Mean Std Dev Advisors?(Yes) Count Mean Std Dev 1669 -0.012723 0.0463063 19973 0.0337201 0.0618611 T_Status(Public) 16835 0.0039322 0.0516895 Count Mean Std Dev Advisors?(Yes) Count Mean Std Dev 1811 -0.015257 0.0753235 T_Status(Govt.,J.V.,Mutual,Sub.,Priv.,Unk.) 2682 -0.004401 0.0735244 Count Mean Std Dev Advisors?(No) Count Mean Std Dev 871 0.0181717 0.064027 17291 0.039633 0.057635 Cash?(Yes) Count Mean Std Dev 4937 0.0244832 0.0737465 Cash?(No) Count Mean Std Dev 12354 0.0456873 0.0484547 24
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