現金收購溢酬與合併後長期營運績效間的研究

Abstract

本研究探討現金收購溢酬對於併購後長期營運績效的影響，主併方公司著眼於未來併購後前景的看好，願意在併購時支付溢酬，故收購溢酬影響未來長期營運績效。此外現金收購溢酬一部份來自於併購成本，而惡意併購相較於善意併購，主併方需要支付較多的併購成本，故現金收購溢酬對善意的長期營運績效影響有較大影響。本研究以全美本土西元1980年到2014年期間所有現金收購的併購案為樣本，利用SIC產業代碼建構比較基準，將樣本與其比較得來的超額營運績效，發現現金收購溢酬的效果在善意併購有顯著的微幅正效果；在惡意併購則不顯著。此外研究另外比較衡量併購前、併購後和併購前後的營運績效做一系列的檢定，發現主併雙方合起來在併購前後並無顯著的差異，同時惡意併購的被併方並未有較差的營運表現，市場紀律理論不成立。

This paper examines the effect of price premium in cash to long term accounting performance. Acquirers are willing to pay the premium due to the prospect of performance if merged. As a result, price premium has the positive effect on long term accounting performance in Post-takeover. However, part of price premium is from the merger and acquisition costs, and the cost is more in the hostile cases than in the friendly cases. This fact results that price premium has more positive effect in the friendly cases than in hostile. All our merger case paid in cash is from the U.S. range from 1980 to 2014 and we construct the benchmark by SIC code in every case. We calculate the abnormal accounting performance by comparing the case accounting performance with their benchmark. We found out price premium have significant but small positive effect in the friendly case and it is not significant in hostile case. In addition, we made a series of test in prior-takeover performance, post-takeover performance. We can conclude that it is no significant difference in abnormal accounting performance between prior and post. The target in hostile cases does not underperform compared with their benchmark. So the discipline theory is not valid in empirical.