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Wealth creation versus wealth redistributions in pure stock-for-stock mergers1We are grateful to Tom Arnold, Sanjai Bhagat, James Bicksler, David Blackwell, Ekkehart Boehmer, Ted Bos, Robert Brokaw, Bill Carleton, Bob Comment, Chris Cornwell, Mary Dehner, Bob Eisenbeis, Jimmy Hilliard, Randy Howard, Steve Jones, Ed Kane, Josef Lakonishok, Larry Lang, Bill Lewellen, Marc Lipson, Paul Malatesta, Jeff Netter, Cathy Niden, Volker Pollmann, Annette Poulsen, Jay Ritter, Richard Ruback, Louis Scott, Joe Sinkey, Bill Schwert (the editor), Ralph Walkling (the referee), Ron Warren, J. Fred Weston, Karen Wruck, and seminar participants at the University of Arizona, the University of Delaware, the University of Illinois, the University of Georgia, the University of Miami, Seattle University, the 1995 European Finance Association, the 1996 Financial Management Association, and the 1996 American Finance Association meetings for their helpful comments and recommendations. We also gratefully acknowledge the financial support provided for this project by the University of Georgia Research Foundation. Finally, Steve Henry, Rick McKinney, David Quillian, and Ryan Vaughn provided vital assistance with data collection and assisted with data input.1
We examine wealth changes for all 1283 publicly traded debt and equity securities of firms involved in 260 pure stock-for-stock mergers from 1963 to 1996. We find no evidence that conglomerate stock-for-stock mergers create financial synergies or benefit bondholders at stockholders' expense. Instead, we document significant net synergistic gains in nonconglomerate mergers and generally insignificant net gains in conglomerate mergers. Conglomerate bidding-firm stockholders lose; all other securityholders at least break even. Convertible securityholders experience the largest gains, due mostly to their attached option values. Certain bond covenants are value-enhancing while leverage increases are value-reducing.
The determinants of positive long-term performance in strategic mergers: Corporate focus and cash
Using a sample selection and benchmarking methodology designed to more accurately assess merger-related changes in corporate focus, we find a significantly positive relationship between corporate focus and long-term merger performance. Focus-decreasing (FD) mergers result in significantly negative long-term performance with an average 18% loss in stockholder wealth, 9% loss in firm value, and significant declines in operating cash flows three years after merger. Mergers that either preserve or increase focus (FPI) result in marginal improvements in long-term performance. These results are consistent with many corporate focus studies, suggesting that merger studies finding opposite results are the result of measurement error. A positive relationship between changes in focus and long-term performance continues to hold after controlling for other variables. A continuous measure of focus change indicates that the extent of focus changes is significant. Every 10% reduction in focus results in a 9% loss in stockholder wealth, a 4% discount in firm value, and a more than 1% decline in operating performance. Cash-financed FPI mergers exhibit the best, and stock-financed FD mergers the worst, long-term performance. Tests of subsample time periods show that the focus change measure is significant in both time periods, indicating that the extent of corporate focus changes is the more important measure of corporate focus or diversification.