Horizontal Merger and Acquisition of Listed Companies and Its Empirical Research
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Horizontal Merger and Acquisition of Listed Companies and Its Empirical Research
ORIENT ACADEMIC FORUM Horizontal Merger and Acquisition of Listed Companies and Its Empirical Research ZHOU Lin School of Business Administration, Jiangxi University of Finance and Economics, China, 330013 Abstract: This paper study the horizontal mergers and acquisitions of listed companies in China through factor analysis. The conclusions show that listed companies don’t improve their financial conditions from the horizontal merger. Keywords: Horizontal merger and acquisition, Factor Analysis, Financial Index 1 Introduction Throughout the history of merger and acquisition of enterprises in the world, the first wave of merger in western countries took horizontal merger and acquisition as the main form and till now it has happened frequently with increasingly large scale. What drives enterprises to do horizontal merger and acquisition? From the perspective of the history of the enterprises’ growth, horizontal merger and acquisition speeds up the development of the enterprises, creates a large number of world-class enterprises and greatly improves the enterprises’ level of economies of scale. Before 1970s, most western scholars believed that the main reason for enterprise horizontal merger and acquisition is to pursue scale economies effect. From the point of view of nature of the assets, horizontal merger and acquisition is a superposition of homogenous assets. Under certain conditions, horizontal merger and acquisition can enlarge the scale of the enterprise and increase the production factors so that the scale profits increase. Specifically, the expansion of enterprise scale and the increase of production facilities and labor force lead to that a large number specialized production has been achieved so efficiency is enhanced while cost is reduces. It is a comparatively popular point of view in China at present. Foreign scholars’ study on horizontal merger and acquisition focuses on analysis on the horizontal merger and acquisition happens in a specific industry. Jenny and Weber (1980) studied forty horizontal mergers and acquisitions in France of the period between 1962 and 1972 and the result showed that the profitability of the acquiring company decreased in eight years which are respectively four years before and after merger and acquisition. Rhoades (1998) generalized the research reports of 1990s on the banking performance after mergers and acquisitions and found that the cost, efficiency, profit performance of banks had no prominent improvement after mergers and acquisitions. Becher (2000) summed up the related statistics about mergers and acquisitions of banking industry. The results showed that in the events of horizontal merger and acquisition, the performance of targeted companies was obviously positive number while the performance of buyout companies was indistinct (sometimes positive and sometimes negative), but there were little studies on the performance of the combined companies. Delong (2001) found that the value of shares of those specializing in (business) activities and geographic expansion increased by 3%, while the mergers and acquisitions of other types of banks did not create value. Pesendorfer (2003) found that the mergers and acquisitions of papermaking industry resulted in an increase of total welfare in mid 1980s. There are also some domestic scholars doing empirical analysis on the performance of acquiring listed companies, but only the following two literary works mentioning performance evaluation of horizontal merger and acquisition. Fang Fang and Yan Xiaotong (2002) selected the related financial data of the companies between 1999 and 2001 with the mergers and acquisitions happened in 2000 as the main line, to analyze comprehensively the evaluations before, during and after mergers and acquisitions. They used factorial analysis to respectively analyze the index of the year of mergers and acquisitions and one year before and after mergers and acquisitions, as well as the performance of different types of mergers and 748 ORIENT ACADEMIC FORUM acquisitions (horizontal, vertical and mixed). The analysis on the 46 mergers and acquisitions showed that in one year after the mergers and acquisitions, the overall performance was on the rise so the mergers and acquisitions worked well. Lei Xinghui and Zhang Qi (2002) studied the 11 sample companies undergoing mergers and acquisitions in 2000 in Shanghai Stock Exchange, and analyzed the influence of mergers and acquisitions on performance using mode of constant rate of returns. They found that the average abnormal return rate on the date of the public announcement of horizontal merger and acquisition is 0.0051 having no significance. In addition, the other average abnormal return rates and accumulate abnormal returns had no significance in the observation period, either. Therefore, they believed that horizontal merger and acquisition had no impact on the value of companies. Literature study shows that so far there have been no specific studies on transverse associated party merger and acquisition performance. In addition, there are imperfection in the researches of horizontal merger and acquisition, for example, the sample companies for study are too few; some researches on abnormal return only calculate the share prices of the date of public announcement and study on merger and acquisition incidents insufficiently; some researches do not exclude other factors which have impact on the performance of acquiring companies in merger and acquisition incidents… Thus, in this paper, we will use financial factor analysis method and more rigorous sample filtering method to try to exclude other interfering factors so that it can reflect the functions and impacts of horizontal merger and acquisition on Chinese listed companies more accurately. 2 Research Methods Factorial analysis is a statistical method using a smaller number of factors to describe the connection among a large number of indexes or factors and to reflect the most part of original information. The first step of this method is to select a few factors to analyze on the basis of analysis of a large number of indexes. The mathematical model of factorial analysis is: x1 = a11 F1 + a12 F2 + L + a1m Fm + a1ε 1 x = a F + a F + L + a F + a ε 2 21 1 22 2 2m m 2 2 L x p = a p1 F1 + a p 2 F2 + L + a pm Fm + a p ε p x1 , x 2 , L x p are p original variables and standardized variables whose mean value is zero and standard deviation is one. F1 , F2 L Fm are m factorial variables. M is smaller than p and the matrix is: X = AF + aε . F is factorial variable or general factor and can be understood as m orthogonal coordinate axes in higher dimensional space. A is factor loading matrix and aij is factor loading and the load of i-th original variable on j-th factorial variable. A brief explanation of some concepts is as follows. 1. Factor loading. In the case that all the factorial variables have no connections with each other, factor loading aij is the correlation coefficient of the i-th original variable and the j-th factorial variable—relative importance of xi on the j-th general factorial variable. Thus, the bigger the absolute value of a ij is, the stronger the relation between the general variable F j and the original variable xi is. 749 ORIENT ACADEMIC FORUM 2. The common degree of variables. It reflects the explanation proportion of the total variance of all general factorial variables to the original variables. The common degree of the original variable xi is the sum of squares of the i-th line factors in the factor loading matrix: hi = 2 m ∑a 2 ij . The variance of j =1 the original variable xi can be expressed in two parts: hi 2 and ε i 2 . The first part hi 2 reflects the explanation proportion of the variance of the general factors to the original variables and the second part εi2 reflects the part which can not be expressed by the general factors in the variance of the original variable. Therefore, if the first part hi 2 is closer to one, the general factors will explain more information of the original variables. We can grasp how much information of this variable loses according to this value. If the common degrees of most variables are higher than 0.8, it can be concluded that the extracted general factors have reflected over 80% of the information of the original variables and only a little information loses. In other words, the effect of the factorial analysis is good. So the common degree of each variable is a index for measuring the effect of the factorial analysis. 3. The variance contribution of the general variable F j -- the sum of squares of the j-th line factors in p the factor loading matrix A: S j = ∑a 2 ij , reflects the explanatory ability of this factor to the total i =1 variance of all the original variables and the bigger the better. There are two core questions in factorial analysis: one is how to construct factorial variable and the other one is how to name the factorial variables for explanation. The solution is divided into five steps. Firstly, determine whether the original variables suitable for factorial analysis. The main method is KMO inspection and when KMO<05, the original variable is not suitable for factorial analysis. Secondly, construct factorial variables. Thirdly, make the factorial variables more explanatory by rotation. Fourthly, calculate the results of factorial variables: F j = β j1 x1 + β j 2 x 2 + L + β jp x p , (j 1 2 …m). Finally, further calculate the =,, evaluation scores according to factor scores. 3 Selection of Samples This paper selects 37 listed companies between 1998 and 2002 as samples for study on horizontal merger and acquisition and the data source is Wind Financial Database. Shanghai Industrial Pharmaceutical Investment Co., Ltd. did two times of horizontal merger and acquisition in 1999 and 2000 respectively. Shanghai Energy did two times of horizontal merger and acquisition in 2001 and 2002 respectively. These samples of horizontal merger and acquisition cover 17 industries and they are textile, metallic and nonmetallic, petrochemicals, water, coal, power, social service, information technology, pharmaceuticals, food, electronics, transportation and warehousing, real estate, mining, mechanical equipment, construction, wholesale and retail trade, farming, forestry, animal husbandry and fishery, papermaking and printing, all of which are numbered 1-17 in the following figure. The specific distribution can be seen in figure one: 750 ORIENT ACADEMIC FORUM 横向并购样本行业分布 4 4 4 4 3 3 3 2 2 2 22 2 1 1 1 11 11 1 0 1 3 5 7 9 11 13 15 17 Figure 1: sample distribution We can see that most horizontal mergers and acquisitions happen in water, coal and power, pharmaceuticals and mechanical equipment industries. It meets with the motive of horizontal merger and acquisition because the biggest purpose of horizontal merger and acquisition is to achieve scale effect. Water, coal and power industry is the industry with most prominent scale effect, followed by textile industry and transportation and warehousing industry. 4 Empirical Analysis In this paper we select 12 original financial indexes for study and they are earnings per share, current ratio, quick ratio, assets liabilities ratio, net asset value per share, net assets earning ratio, ratio of profits to assets, net profit margin of sales, cost ratio of main business, rate of stock turnover, account receivable turnover ratio, turnover rate of circulating assets. But in fact, there are strong correlations among many financial indexes. If there is no proper processing, the results are not scientific. The factors reserved after correlation analysis are earnings per share, current ratio, assets liabilities ratio, net profit margin of sales, cost ratio of main business, rate of stock turnover, account receivable turnover ratio, turnover rate of circulating assets. Firstly, we use Bartlett’s Test of Sphericity and KMO Test for the samples and see whether they can be implemented factorial analysis. The result is: Table 1 KMO and Bartlett's Test Kaiser-Meyer-Olkin Measure of Sampling Adequacy. Bartlett's Test of Sphericity 0.583 Approx. Chi-Square 392.162 df 28 Sig. 0.000 KMO value is 0.583 and is smaller compared with that of vertical merger and acquisition, which means it is not suitable for factorial analysis. But the testing value of Bartlett’s Test of Sphericity is bigger and is 392.162, and its corresponding profitability value is zero smaller than the significance level. So null hypothesis fails and the relevant data in this sample cannot be identity matrix. In other words, there are correlations among the original variables and it is suitable for factorial analysis. So the results of factorial analysis are: Table 2 Total Variance Explained Initial Eigenvalues Extraction Sums of Rotation Sums of Squared Loadings Squared Loadings Component Total % of VarianceCumulative %Total % of VarianceCumulative %Total % of VarianceCumulative % 1 2.601 32.517 32.517 2.601 32.517 32.517 1.786 22.321 22.321 751 ORIENT ACADEMIC FORUM 2 1.496 18.695 51.213 1.496 3 1.028 12.853 64.066 1.028 4 0.986 12.327 76.393 0.986 5 0.830 10.374 86.768 0.830 6 0.548 6.850 93.617 7 0.297 3.710 97.327 8 0.214 2.673 100.000 Extraction Method: Principal Component Analysis. 18.695 12.853 12.327 10.374 51.213 64.066 76.393 86.768 1.629 1.487 1.031 1.008 20.369 18.587 12.886 12.605 42.690 61.277 74.163 86.768 The results of the five factorial variables selected are good because the eigenvalues of them is more than 0.8 and the variance contributions which are the indexes measuring the importance of factors are over 10%. The total variance of the five factors takes up 86.768% of the variance of the original variables, which shows that these factor are representative. To obtain the specific economic implication of these factors, we use varimax rotation method for factor loading matrix and the results are as follows: Table3 Rotated Component Matrix Component 1 2 3 4 5 Earnings per share 0.317 -0.397 0.734 0.147 3.422E-02 Current ratio 0.905 Assets liabilities ratio -0.740 0.299 -0.199 0.161 -1.821E-03 Net profit margin of sales 0.494 -0.679 0.303 0.113 0.100 Cost ratio of main business -7.779E-02 0.932 0.131 Rate of stock turnover -3.147E-02 -0.260 2.459E-02 -1.292E-02 8.127E-02 1.115E-02 -6.324E-04-2.528E-022.664E-02-8.574E-03 0.998 Account receivable turnover ratio -6.628E-02 2.374E-02 7.364E-03 0.978 -8.626E-03 0.223 0.855 -8.644E-02 1.578E-02 Turnover rate of circulating assets -0.252 Extraction Method: Principal Component Analysis. Rotation Method: Varimax with Kaiser Normalization. Rotation converged in 8 iterations. Rotated Component Matrix shows that the first factor reflects current ratio and assets liabilities ratio; the second reflects net profit margin of sales and cost ratio of main business; the third reflects earnings per share and turnover rate of circulating assets; the fourth reflects account receivable turnover ratio; the fifth reflects rate of stock turnover and the last two factors only represent one original index. We can also see from the rate of variance contribution that turnover rate of circulating assets, account receivable turnover ratio and rate of stock turnover contribute a little because the first and second factors are most important. That is to say these four indexes are more representative of the company’s financial status. Finally, the computing formula of factor scores by rate of variance contribution is Z = fac1 × 0.32517 + fac2 × 0.18695 + fac3 × 0.12853 + fac4 × 0.12327 + fac5 × 0.10374 . Pair Mean Table 4 Paired Samples Test Paired Differences 95% Confidence Interval of the Std. Std. Error Difference Deviation Mean Lower Upper 752 t df Sig. (2-tailed) ORIENT ACADEMIC FORUM Pair 1 Pair 2 Pair 3 Pair 4 BG1 - BG2 0.10295 BG2 - BG3 5.0792E-02 BG3 - BG4 1.1330E-02 BG4 - BG5 -1.27708E-02 0.52743 0.33200 0.21739 0.27845 8.6709E-02 5.4581E-02 3.5738E-02 4.5777E-02 -7.29063E-02 -5.99036E-02 -6.11510E-02 -0.10561 0.27880 1.187 36 0.16149 0.931 36 8.3811E-02 0.317 36 8.0069E-02 -0.27936 0.243 0.358 0.753 0.782 We can see from the table that the testing values of the four paired samples T are very small but the probabilities are big. That is to say the original assumption that they have no prominent differences stands. It illustrates that these four paired samples have no prominent differences and in other words, horizontal merger and acquisition does not improve company’s financial status. 5 Conclusion This paper studies the horizontal mergers and acquisitions of listed companies in China through factor analysis and 37 listed companies between 1998 and 2002 as samples, which shows that listed companies don’t improve their financial conditions from the horizontal merger in short-term period. This conclusion is as same as that of Lei Xinghui and Zhang Qi (2002). They studied the 11 sample companies undergoing mergers and acquisitions in 2000 in Shanghai Stock Exchange, and analyzed the influence of mergers and acquisitions on performance using mode of constant rate of returns. They found that the average abnormal return rate on the date of the public announcement of horizontal merger and acquisition is 0.0051 having no significance. In addition, the other average abnormal return rates and accumulate abnormal returns had no significance in the observation period, either. Therefore, they also believed that horizontal merger and acquisition had no impact on the value of companies. References ~ [1]. Becher, D., 2000, Evaluation Effects of Bank Mergers, Journal of Corporate Finance 6.189 214. [2]. DeLong G., 2001, Stockholder Gains from Focusing Versus Diversifying Bank Mergers. Journal of Financial Economics, vol: 59, 22l 252. [3]. Pesendorfer, M., 2003, Horizontal Mergers in the Paper Industry, RAND Journal of Economics, vol: 34.495 5l5. [4]. Fang Fang, Yan Xiaotong, 2002, An Empirical Study of Acquisition Performance of Chinese Listed Companies. Beijing: Economic Theory and Business Management(in Chinese) [5]. Lei Xinghui, Zhang Qi, 2002, An Analysis on Model of Constant Rate of Return and Corporate Acquisition Performance. Shanghai Management Science. (in Chinese) ~ ~ 753