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Means of Payment in Takeovers: Results for the U.K. and U.S

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  • Robert S. Harris
  • Julian Franks
  • Colin Mayer

Abstract

This paper examines means of payment in over 2,500 acquisitions in the UK and US over the period 1955 to 1985. Data on financing proportions, bid premia and postmerger performance are used to test the validity of tax and information hypotheses. It is difficult to explain many of the results in terms of tax effects. Capital gains tax does not appear to be a primary determinant of financing patterns in the UK in a period in which there were substantial variations in the tax rate. As well the tax motivated "trapped equity" model is inconsistent with several observations on financing patterns. In both countries much larger acquiree bid premia are associated with cash than equity bids, consistent with information models suggesting that high valuing bidders make cash offers and low valuing bidders make securities offers. Even after controlling for the form of takeover (tender versus merger) and whether the bid is contested, cash offers provide substantially higher wealth gains to target shareholders. In the US bidders using all equity suffer significant abnormal losses at the time of the bid announcement consistent with the findings on the wealth effects of seasoned new equity offerings in the US. In the UK, however, no such losses are evident, perhaps reflecting the fact that in the UK equity bids are typically underwritten. Finally, we find that acquirors making cash offers have better postmerger shareprice performance than do those using equity. These results are consistent with the hypothesis that bidders are motivated to use overvalued equity to acquire other firms.

Suggested Citation

  • Robert S. Harris & Julian Franks & Colin Mayer, 1987. "Means of Payment in Takeovers: Results for the U.K. and U.S," NBER Working Papers 2456, National Bureau of Economic Research, Inc.
  • Handle: RePEc:nbr:nberwo:2456
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    Cited by:

    1. Charalambos Th. Constantinou & Costas Th. Constantinou, 2003. "The Effect of Board Structure on Bidder-Shareholders' Wealth: Further Evidence from the UK Bidding Firms," Working Papers wp261, Centre for Business Research, University of Cambridge.
    2. Jan Bo Jakobsen & Torben Voetmann, 2003. "Post-acquisition performance in the short and long run. Evidence from the Copenhagen Stock Exchange 1993-1997," The European Journal of Finance, Taylor & Francis Journals, vol. 9(4), pages 323-342.
    3. Ahmad Ismail & Ian Davidson, 2005. "Further analysis of mergers and shareholder wealth effects in European banking," Applied Financial Economics, Taylor & Francis Journals, vol. 15(1), pages 13-30.
    4. Michael C. Jensen, 1987. "The free cash flow theory of takeovers: a financial perspective on mergers and acquisitions and the economy," Conference Series ; [Proceedings], Federal Reserve Bank of Boston, vol. 31, pages 102-148.
    5. Abhay Abhyankar & Keng-Yu Ho & Huainan Zhao, 2005. "Long-run post-merger stock performance of UK acquiring firms: a stochastic dominance perspective," Applied Financial Economics, Taylor & Francis Journals, vol. 15(10), pages 679-690.
    6. Ismail, Ahmad & Krause, Andreas, 2010. "Determinants of the method of payment in mergers and acquisitions," The Quarterly Review of Economics and Finance, Elsevier, vol. 50(4), pages 471-484, November.

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