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The delisting decision: The case of buyout offer with squeeze-out (BOSO)

Author

Listed:
  • Isabelle Martinez

    (LGC - Laboratoire de Gestion et de Cognition - UT3 - Université Toulouse III - Paul Sabatier - UT - Université de Toulouse)

  • Stéphanie Serve

    (THEMA - Théorie économique, modélisation et applications - UCP - Université de Cergy Pontoise - Université Paris-Seine - CNRS - Centre National de la Recherche Scientifique)

Abstract

In this paper, we exploit the specificity of going-private transactions that are initiated by the historic controlling shareholders (i.e. voluntary delistings). In Continental Europe, the majority of firms that become private do so following a buyout offer with squeeze-out (BOSO); using this mechanism, the controlling shareholder can cash out minorities and take the firm private. We argue that the decision to go private results from a cost–benefit analysis. Moreover, we pay particular attention to the consequences and the related costs of compliance resulting from the passage of the French Financial Security Law (FSL) in 2003. A quantitative study was performed using a unique dataset spanning 1997–2006. This data set consists of 140 French firms, of which 70 were voluntarily delisted via BOSO and 70 were industry-matched control firms. Univariate analysis and logistic regressions support the cost–benefit analysis: when listing benefits decrease because of weak liquidity and/or weak analyst coverage, it seems better for the firm to go private. Furthermore, the inherent characteristics of delisted firms (i.e. performance, leverage, and risk as measured by the beta factor) appear to be important driving factors of delisting. The passage of the FSL has strengthened the impact of these characteristics on the decision to go private. Mature firms that have weak performance and low specific risk and that are not financially constrained by debt will decide to go private because they cannot afford the listing status anymore. Finally, we show that the driving factors of delisting differ according to the identity of the controlling shareholder; specifically, the level of risk appears to be the strongest determinant for family firms, while non-family firms also consider their own financial structure.
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Suggested Citation

  • Isabelle Martinez & Stéphanie Serve, 2011. "The delisting decision: The case of buyout offer with squeeze-out (BOSO)," Post-Print hal-01682594, HAL.
  • Handle: RePEc:hal:journl:hal-01682594
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    1. Christian Andres & André Betzer & Charlie Weir, 2007. "Shareholder wealth gains through better corporate governance—The case of European LBO-transactions," Financial Markets and Portfolio Management, Springer;Swiss Society for Financial Market Research, vol. 21(4), pages 403-424, December.
    2. C. Weir & D. Laing & M. Wright, 2005. "Undervaluation, private information, agency costs and the decision to go private," Applied Financial Economics, Taylor & Francis Journals, vol. 15(13), pages 947-961.
    3. Sreedhar T. Bharath & Amy K. Dittmar, 2010. "Why Do Firms Use Private Equity to Opt Out of Public Markets?," The Review of Financial Studies, Society for Financial Studies, vol. 23(5), pages 1771-1818.
    4. Shah, Salman & Thakor, Anjan V, 1988. " Private versus Public Ownership: Investment, Ownership Distribution, and Optimality," Journal of Finance, American Finance Association, vol. 43(1), pages 41-59, March.
    5. Renneboog, L.D.R. & Simons, T., 2005. "Public-to-Private Transactions : LBOs, MBOs, MBIs and IBOs," Other publications TiSEM 3b76799c-591c-4d22-b126-a, Tilburg University, School of Economics and Management.
    6. Renneboog, Luc & Simons, Tomas & Wright, Mike, 2007. "Why do public firms go private in the UK? The impact of private equity investors, incentive realignment and undervaluation," Journal of Corporate Finance, Elsevier, vol. 13(4), pages 591-628, September.
    7. Jensen, Michael C, 1986. "Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers," American Economic Review, American Economic Association, vol. 76(2), pages 323-329, May.
    8. Rafael La Porta & Florencio Lopez-de-Silanes & Andrei Shleifer & Robert W. Vishny, 1998. "Law and Finance," Journal of Political Economy, University of Chicago Press, vol. 106(6), pages 1113-1155, December.
    9. Kaplan, Steven, 1989. "The effects of management buyouts on operating performance and value," Journal of Financial Economics, Elsevier, vol. 24(2), pages 217-254.
    10. DeAngelo, Harry & DeAngelo, Linda & Rice, Edward M, 1984. "Going Private: Minority Freezeouts and Stockholder Wealth," Journal of Law and Economics, University of Chicago Press, vol. 27(2), pages 367-401, October.
    11. Hamid Mehran & Stavros Peristiani, 2010. "Financial Visibility and the Decision to Go Private," The Review of Financial Studies, Society for Financial Studies, vol. 23(2), pages 519-547, February.
    12. Kaplan, Steven, 1989. " Management Buyouts: Evidence on Taxes as a," Journal of Finance, American Finance Association, vol. 44(3), pages 611-632, July.
    13. Opler, Tim & Titman, Sheridan, 1993. "The Determinants of Leveraged Buyout Activity: Free Cash Flow vs. Financial Distress Costs," Journal of Finance, American Finance Association, vol. 48(5), pages 1985-1999, December.
    14. Faccio, Mara & Lang, Larry H. P., 2002. "The ultimate ownership of Western European corporations," Journal of Financial Economics, Elsevier, vol. 65(3), pages 365-395, September.
    15. Guido W. Imbens & Jeffrey M. Wooldridge, 2009. "Recent Developments in the Econometrics of Program Evaluation," Journal of Economic Literature, American Economic Association, vol. 47(1), pages 5-86, March.
    16. Leuz, Christian & Triantis, Alexander & Yue Wang, Tracy, 2008. "Why do firms go dark? Causes and economic consequences of voluntary SEC deregistrations," Journal of Accounting and Economics, Elsevier, vol. 45(2-3), pages 181-208, August.
    17. Kenneth Lehn & Annette Poulsen, 1989. "Free Cash Flow and Stockholder Gains in Going Private Transactions," Journal of Finance, American Finance Association, vol. 44(3), pages 771-787, July.
    18. Arnoud W. A. Boot & Radhakrishnan Gopalan & Anjan V. Thakor, 2006. "The Entrepreneur's Choice between Private and Public Ownership," Journal of Finance, American Finance Association, vol. 61(2), pages 803-836, April.
    19. Jensen, Michael C. & Meckling, William H., 1976. "Theory of the firm: Managerial behavior, agency costs and ownership structure," Journal of Financial Economics, Elsevier, vol. 3(4), pages 305-360, October.
    20. Marosi, András & Massoud, Nadia, 2007. "Why Do Firms Go Dark?," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 42(2), pages 421-442, June.
    21. Steven Kaplan, 1989. "Management Buyouts: Evidence on Taxes as a Source of Value," Journal of Finance, American Finance Association, vol. 44(3), pages 611-632, July.
    22. Patrick Bolton & Ernst-Ludwig von Thadden, 1998. "Liquidity and Control: A Dynamic Theory of Corporate Ownership Structure," Journal of Institutional and Theoretical Economics (JITE), Mohr Siebeck, Tübingen, vol. 154(1), pages 177-177, March.
    23. Bayless, Mark & Chaplinsky, Susan, 1996. "Is There a Window of Opportunity for Seasoned Equity Issuance?," Journal of Finance, American Finance Association, vol. 51(1), pages 253-278, March.
    24. Barber, Brad M. & Lyon, John D., 1996. "Detecting abnormal operating performance: The empirical power and specification of test statistics," Journal of Financial Economics, Elsevier, vol. 41(3), pages 359-399, July.
    25. Lehn, Kenneth & Poulsen, Annette, 1989. " Free Cash Flow and Stockholder Gains in Going Private Transactions," Journal of Finance, American Finance Association, vol. 44(3), pages 771-787, July.
    26. Ljungqvist, Alexander & Asker, John & Farre-Mensa, Joan, 2010. "Does the Stock Market Harm Investment Incentives?," CEPR Discussion Papers 7857, C.E.P.R. Discussion Papers.
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    Cited by:

    1. Bajo, Emanuele & Barbi, Massimiliano & Bigelli, Marco & Hillier, David, 2013. "The role of institutional investors in public-to-private transactions," Journal of Banking & Finance, Elsevier, vol. 37(11), pages 4327-4336.
    2. Oded Cohen, 2020. "Does Investor Protection Regulation Induce Poorly Governed Firms to Go Private?," Bank of Israel Working Papers 2020.07, Bank of Israel.
    3. Boers, Börje & Ljungkvist, Torbjörn & Brunninge, Olof & Nordqvist, Mattias, 2017. "Going private: A socioemotional wealth perspective on why family controlled companies decide to leave the stock-exchange," Journal of Family Business Strategy, Elsevier, vol. 8(2), pages 74-86.
    4. Boubaker, Sabri & Cellier, Alexis & Rouatbi, Wael, 2014. "The sources of shareholder wealth gains from going private transactions: The role of controlling shareholders," Journal of Banking & Finance, Elsevier, vol. 43(C), pages 226-246.
    5. Belkhir, Mohamed & Boubaker, Sabri & Rouatbi, Wael, 2013. "Excess control, agency costs and the probability of going private in France," Global Finance Journal, Elsevier, vol. 24(3), pages 250-265.
    6. Constant Djama & Isabelle Martinez & Stéphanie Serve, 2012. "What do we know about delistings? A survey of the literature," Post-Print hal-00937899, HAL.
    7. Dasilas, Apostolos & Grose, Chris, 2018. "The wealth effects of public-to-private LBOs: Evidence from Europe," International Review of Financial Analysis, Elsevier, vol. 58(C), pages 179-194.
    8. Domitilla Magni & Ottorino Morresi & Alberto Pezzi & Domenico Graziano, 2022. "Defining the Relationship Between Firm’s Performance and Delisting: Empirical Evidence of Going Private in Europe," Journal of the Knowledge Economy, Springer;Portland International Center for Management of Engineering and Technology (PICMET), vol. 13(3), pages 2584-2605, September.
    9. Sakshi Sharma & Kunjana Malik & Manmeet Kaur & Neha Saini, 2023. "Mapping research in the field of private equity: a bibliometric analysis," Management Review Quarterly, Springer, vol. 73(1), pages 61-89, February.
    10. Peter‐Jan Engelen & Michele Meoli & Andrea Signori & Silvio Vismara, 2020. "The effects of stricter regulation on the going public decision of small and knowledge‐intensive firms," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 47(1-2), pages 188-217, January.
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    JEL classification:

    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

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