Takeovers: Acceptance facilities revisited in the Patrick case

Takeovers undertaken in Australia are highly regulated transactions. Once shareholders in the target accept an offer they have a limited opportunity, if any at all, to reconsider or revoke their acceptance in the light of new circumstances. Arguably, this explains target shareholders reluctance to accept an offer made for their shares under a takeover. The problem of shareholder inertia in takeovers has been identified by bidders, who have sought to induce bid acceptance through the use of innovative mechanisms. The efficacy of the Acceptance Facility mechanism was recently revisited in the Panel decision in Patrick Corporation Ltd’s takeover by Toll Holdings Ltd.

The impact of target board recommendations in Australian takeovers

This paper examines the impact of targe board recommendations on the probability of the bid being successful in the Australian takeovers context. Specifically, we model the success rate of the bid as a binary dependent variable and target board recommendations or the board hostility as our key independent variable by using logistic regression framework. Our model also includes bid structures and conditions variables (such as initial bid premium, bid conditions, toehold, and interlocking relationship) and bid events (such as panel and bid duration) as our control variables. Overall, we find board hostility has statistically significant negative effect on the success rate of the bid and almost all control variables (except for the initial bid premium) are statistically significant with the correct sign. That is, we find toehold, the percentage of share required to make the bid becomes successful, and the unconditional bid have positive impact on the success rate of the bid, at least as predictive determinants prior to the release of any hostile recommendation. Consistent with Craswell (2004), we also find the negative relation between interlocking relationship and the success rate of the bid. Our finding supports that from target investors’ point of view, interlock is consistent with the negative story of self interest by directors. Finally, like Walking (1985), we find that the initial bid premium does not have influence on the success rate of the bid. Hence our results reinstate Walking’s bid premium puzzle in Australian context.

Private equity bids in Australia : an exploratory study

In this study, we provide an insight into how private equity players choose their targets and the bid arrangements they prefer. We test our expectations of the unique features of private equity targets using a sample of 23 listed private equity target firms during 2001–2007. We find, relative to a benchmark sample of 81 corporate targets matched by year and industry, the private equity target firms to be larger, more profitable, use their assets more efficiently, more highly levered and have greater cash flow. Multivariate testing indicates that private equity targets have relatively greater financial slack, greater financial stability, greater free cash flow and lower measurable growth prospects. All conclusions are found to be robust to a control sample of 502 takeover bids during 2001–2007.

Termination fees in a ‘bright line’ jurisdiction

We seek to statistically inform the debate regarding the Australian Takeovers Panel’s ‘bright line’ policy towards break fees. Based on 313 takeovers from 2002 to 2006, 85 involving break fees, we find post-bid competition to be unrelated to break fee usage and inversely related to bid success. We also find that break fee usage has a detrimental effect on shareholder wealth as measured by both the final bid premium and abnormal returns. Therefore, although break fees appear to be neither anticompetitive nor coercive within the Australian context, they do appear to have had a deleterious effect on shareholder wealth.

The valuation accuracy of multiples in mergers and acquisitions, and their association with firm misvaluation

This study explores the accuracy and valuation implications of the application of a comprehensive list of equity multiples in the takeover context. Motivating the study is the prevalent use of equity multiples in practice, the observed long-run underperformance of acquirers following takeovers, and the scarcity of multiplesbased research in the merger and acquisition setting. In exploring the application of equity multiples in this context three research questions are addressed: (1) how accurate are equity multiples (RQ1); which equity multiples are more accurate in valuing the firm (RQ2); and which equity multiples are associated with greater misvaluation of the firm (RQ3). Following a comprehensive review of the extant multiples-based literature it is hypothesised that the accuracy of multiples in estimating stock market prices in the takeover context will rank as follows (from best to worst): (1) forecasted earnings multiples, (2) multiples closer to bottom line earnings, (3) multiples based on Net Cash Flow from Operations (NCFO) and trading revenue. The relative inaccuracies in multiples are expected to flow through to equity misvaluation (as measured by the ratio of estimated market capitalisation to residual income value, or P/V). Accordingly, it is hypothesised that greater overvaluation will be exhibited for multiples based on Trading Revenue, NCFO, Book Value (BV) and earnings before interest, tax, depreciation and amortisation (EBITDA) versus multiples based on bottom line earnings; and that multiples based on Intrinsic Value will display the least overvaluation. The hypotheses are tested using a sample of 147 acquirers and 129 targets involved in Australian takeover transactions announced between 1990 and 2005. The results show that first, the majority of computed multiples examined exhibit valuation errors within 30 percent of stock market values. Second, and consistent with expectations, the results provide support for the superiority of multiples based on forecasted earnings in valuing targets and acquirers engaged in takeover transactions. Although a gradual improvement in estimating stock market values is not entirely evident when moving down the Income Statement, historical earnings multiples perform better than multiples based on Trading Revenue or NCFO. Third, while multiples based on forecasted earnings have the highest valuation accuracy they, along with Trading Revenue multiples for targets, produce the most overvalued valuations for acquirers and targets. Consistent with predictions, greater overvaluation is exhibited for multiples based on Trading Revenue for targets, and NCFO and EBITDA for both acquirers and targets. Finally, as expected, multiples based Intrinsic Value (along with BV) are associated with the least overvaluation. Given the widespread usage of valuation multiples in takeover contexts these findings offer a unique insight into their relative effectiveness. Importantly, the findings add to the growing body of valuation accuracy literature, especially within Australia, and should assist market participants to better understand the relative accuracy and misvaluation consequences of various equity multiples used in takeover documentation and assist them in subsequent investment decision making.

Introduction: Japan’s gradual transformation in corporate governance

Japan has recovered from a ‘lost decade’ of economic stagnation over the 1990s. Anyway, it has been a ‘found decade’ for civil and criminal justice law reform, especially in corporate and securities law. Yet, have liberalisation and globalisation in those fields led to major changes in the ‘law in action’? Does this represent ‘Americanisation’ of Japan’s corporate governance system, focusing on shareholders rather than other key stakeholders such as ‘main banks’, core employees, and partners within diffuse corporate groups (keiretsu)? This version of our introductory chapter explains how our forthcoming book argues for a more complex ‘gradual transformation’. Such shifts are also found in many other post-industrial economies, but Japan appears to give greater emphasis given to certain modes of achieving change. The book brings together contributions from academics and practitioners from Japan, Australia, New Zealand, Canada and the United States. An early chapter introduces methodology for effective cross-country comparisons and for evaluating the burgeoning but divergent literature on Japanese corporate governance. The concluding chapter compares continuities and changes in Japan’s largest companies now and two decades ago. Other chapters cover ‘lifelong employment’, main banks, the untold story of closely-held companies, the limited uptake of the Committee-based governance form, and the procedural, substantive and FDI policy dimensions of takeovers law and practice.

What does the future hold for our traditional department stores?

Years of buy-outs, takeovers, mergers and rebranding have whittled a once plentiful landscape of department store competitors down to two major players, Myer and David Jones. Now, despite David Jones confirming it refused a potential A$3 billion merger proposal approach from its arch-competitor in October 2013, we must face the distinct possibility of there only being room for one, full line, up-market department store in Australia.

Group fission in Nilgiri langurs (Presbytis johnii)

During a field study on habituated groups of wild Nilgiri langurs (Presbytis johnii), four cases of group fission were observed which differed markedly from group changes reported in other species of the same genus. All fissions occurred in groups with more than one mature male and roughly coincided with the onset of loud call vocalization by the second mature male group member. As a result of the fission the founder group factions acquired the structure of a onemale group. The filial factions consisted of both mature males and females and occupied, at least temporarily, a part of, or an area adjacent to, the founder group. During fission, the amount of aggressive interactions between the two mature males increased. However, the majority of agonistic interactions involved ritualized threat and intimidation behavior without physical aggression. In at least three cases the two mature males involved in the fission had not joined recently but had lived in these groups for three years or more. Although the presence of all male bands and single males in the two study populations indicate that male replacement by invasive takeovers may occur, it is suggested that in Nilgiri langurs, noninvasive fissions are probably another common mechanism for the foundation and maintenance of bisexual one-male groups.

Promoting while checking self-interest : a conflict-based governance approach to rebalance corporate power disequilibria in Canada and the United States

La délégation du pouvoir de gestion aux administrateurs et aux gestionnaires, une caractéristique intrinsèque à la gestion efficace de grandes entreprises dans un contexte de capitalisme, confère une grande discrétion à l’équipe de direction. Cette discrétion, si elle n’est pas surveillée, peut mener à des comportements opportunistes envers la corporation, les actionnaires et les autres fournisseurs de capital qui n’ont pas de pouvoir de gestion. Les conflits entre ces deux classes d’agents peuvent émerger à la fois de décisions de gouvernance générale ou de transactions particulières (ie. offre publique d’achat). Dans les cas extrêmes, ces conflits peuvent mener à la faillite de la firme. Dans les cas plus typiques, ils mènent l’extraction de bénéfices privés pour les administrateurs et gestionnaires, l’expropriation des actionnaires, et des réductions de valeur pour la firme. Nous prenons le point de vue d’un petit actionnaire minoritaire pour explorer les méchanismes de gouvernance disponibles au Canada et aux États‐Unis. Après une synthèse dans la Partie 1 des théories sous‐jacentes à l’étude du pouvoir dans la corporation (séparation de la propriété et du contrôle et les conflits d’agence), nous concentrons notre analyse dans la Partie 2 sur les différents types de méchanismes (1) de gouvernance interne, (2) juridiques et (3) marchands, qui confèrent du pouvoir aux deux classes d’agents. Nous examinons comment les intérêts de ces deux classes peuvent être réalignés afin de prévenir et résoudre les conflits au sein de la firme. La Partie 3 explore un équilibre dynamique de pouvoir corporatif qui cherche à minimiser le potentiel d’opportunisme toute en préservant une quantité de discrétion suffisante pour la gestion efficace de la firme. Nous analysons des moyens pour renforcer les protections des actionnaires minoritaires et proposons un survol des pistes de réforme possibles.

Reproductive conflict delays the recovery of an endangered social species

Evolutionary theory predicts that individuals, in order to increase their relative fitness, can evolve behaviours that are detrimental for the group or population. This mismatch is particularly visible in social organisms. Despite its potential to affect the population dynamics of social animals, this principle has not yet been applied to real-life conservation. Social group structure has been argued to stabilize population dynamics due to the buffering effects of nonreproducing subordinates. However, competition for breeding positions in such species can also interfere with the reproduction of breeding pairs. Seychelles magpie robins, Copsychus sechellarum, live in social groups where subordinate individuals do not breed. Analysis of long-term individual-based data and short-term behavioural observations show that subordinates increase the territorial takeover frequency of established breeders. Such takeovers delay offspring production and decrease territory productivity. Individual-based simulations of the Seychelles magpie robin population parameterized with the long-term data show that this process has significantly postponed the recovery of the species from the Critically Endangered status. Social conflict thus can extend the period of high extinction risk, which we show to have population consequences that should be taken into account in management programmes. This is the first quantitative assessment of the effects of social conflict on conservation.

Firm size and competition: a comparison of the housebuilding industries in Australia, the UK and the USA

Housebuilding is frequently viewed as an industry full of small firms. However, large firms exist in many countries. Here, a comparative analysis is made of the housebuilding industries in Australia, Britain and the USA. Housebuilding output is found to be much higher in Australia and the USA than in Britain when measured on a per capita basis. At the same time, the degree of market concentration in Australia and the USA is relatively low but in Britain it is far greater, with a few firms having quite substantial market shares. Investigation of the size distribution of the top 100 or so firms ranked by output also shows that the decline in firm size from the largest downwards is more rapid in Britain than elsewhere. The exceptionalism of the British case is put down to two principal reasons. First, the close proximity of Britain’s regions enables housebuilders to diversify successfully across different markets. The gains from such diversification are best achieved by large firms, because they can gain scale benefits in any particular market segment. Second, land shortages induced by a restrictive planning system encourage firms to takeover each other as a quick and beneficial means of acquiring land. The institutional rules of planning also make it difficult for new entrants to come in at the bottom end of the size hierarchy. In this way, concentration grows and a handful of large producers emerge. These conditions do not hold in the other two countries, so their industries are less concentrated. Given the degree of rivalry between firms over land purchases and takeovers, it is difficult to envisage them behaving in a long-term collusive manner, so that competition in British housebuilding is probably not unduly compromised by the exceptional degree of firm concentration. Reforms to lower the restrictions, improve the slow responsiveness and reduce the uncertainties associated with British planning systems’ role in housing supply are likely to greatly improve the ability of new firms to enter housebuilding and all firms’ abilities to increase output in response to rising housing demand. Such reforms would also probably lower overall housebuilding firm concentration over time.

Mercado de capitais e desenvolvimento

As empresas brasileiras tendem a colocar apenas ações preferenciais no mercado. Este trabalho discute algumas das conseqüências dessa prática, procurando demonstrar que esta afugenta os investidores de longo prazo que podem exercer uma dupla função: monitorar algumas atividades da empresa coibindo certas práticas indesejadas da direção e estabilizar o mercado reduzindo as chances de takeovers hostis, mas não dos takeovers sob os quais o monitoramento ocorre, levando em consideração sua natureza de bem público e o problema de reputação, que tipicamente levam a uma oferta subótima desse tipo de atividade. Também é analisado como a presença dos investidores de longo prazo afeta a ação dos arbitradores que procuram extrair sinais do mercado para auferir ganhos com preços fora dos fundamentos.