Determinants of the Method of Payment in M&A Deals

Origins of method of payment choice theories. Information asymmetry theory. Evidence concerning mixed payment method. Evidence concerning public and private companies. Investment Opportunities Theory. Possible determinant factors described in literature.

Рубрика Финансы, деньги и налоги
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Язык английский
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Determinants of the Method of Payment in M&A Deals

Contents

  • Contents
  • Introduction
  • Chapter 1. Related literature overview and development of hypotheses
  • 1.1 Origins of method of payment choice theories. Information asymmetry theory
  • 1.1.1 Risk Sharing Hypothesis
  • 1.1.2 Evidence concerning mixed payment method
  • 1.1.3 Evidence concerning public and private companies
  • 1.2 Managerial Ownership Theory (Control Theory)
  • 1.3 Investment Opportunities Theory
  • 1.4 Cash Availability and Debt Capacity Theory
  • 1.5 Outside Monitoring Theory
  • 1.6 Other possible determinant factors described in literature
  • 1.6.1 Taxation
  • 1.6.2 Business Cycle
  • 1.6.3 Industry
  • 1.6.4 Evidence regarding cross-border deals
  • 1.7 Summary of the literature review
  • Chapter 2. Methodology: Data and Model Development
  • 2.1 Methodology
  • 2.2 Variables Definition
  • 2.2 Sample
  • Chapter 3. Discussion of results
  • 3.1 Descriptive statistics
  • 3.2 Empirical results
  • Conclusion
  • List of references
  • Annex 1
  • Annex 2
  • Annex 3
  • Annex 4

Introduction

In today's economy, mergers and acquisitions (M&A) deals are most frequently applied corporate restructuring strategies of great importance for firms and companies. Under the influence of increased worldwide competition and business markets globalization, firms are seeking not only to maintain their current market position, but also to grow and take a leading role through participation in M&A deals. These kinds of corporate growth strategy might be appealing for companies due to several important benefits it can provide. In fact, these benefits are mostly concentrated on increasing profits and stockholders' wealth through the economies of scale, boosted effectiveness of firm's distribution networks usage, extension into new markets as well as risk diversification.

Firstly, it is important to define the nature of the merger or the acquisition deal. A merger refers to a combination of two or more companies in order to form a new firm, while acquisition stands for the case when one company posits controlling ownership interests in another firm. In fact, acquisition is a purchase of an asset, entity or even entire business. While merger is usually a mutual decision, an acquisition can be either friendly or hostile. Moreover, purposes of mergers and acquisitions might vary: for mergers the main goal is usually decreased competition and boosted operational efficiency, while for acquisitions it is instantaneous growth. When it comes to size of the companies, in merger deals companies are approximately same, however in acquisitions the bidder is, as a rule, larger than the target. Notwithstanding the difference between mergers and acquisitions, the distinction between them might not be of great magnitude as the final result of the deals is often the same: two or more previously separate companies are now united and follow one strategic objective, yet there might be difference in taxation, financial issues or even culture.

Secondly, it is vital to understand what makes firms to participate in M&A deals and there are several reasons that stand behind this decision. According to Tamosiuniene and Duksaite (2009), the primary reason is growth. The authors outline two possible ways for a company to grow and develop - internal (organic) and inorganic growth. Internal option provides growth through hiring additional employees, developing new product lines, expanding to farther geographic regions, which requires severe amount of time and other resources applied. However, there is an alternative to this option - inorganic growth through mergers and acquisitions with another firm or firms, which might result in the same benefits but usually with fewer costs. Moreover, in many cases inorganic growths gives an opportunity to experience less risk and time compared to internal option, especially in the case of geographic expansion (overcoming international hurdles such as cultural, language differences and taking into account all the nuances of a foreign market).

Another reason to participate in M&A deals is a synergy effect. This effect can be explained as a case when two entities operating together result in a greater effectiveness compared to a result produced by the same firms independently. Tamosiuniene and Duksaite (2009) outlines two types of synergies: operating (economies of scale, economies of scope) and financial synergy, which usually alludes to reduced cost of capital and better investment opportunities. Following the article, the next motivation for M&A deals is access to intangible assets, or knowledge. In fact, intangible assets can be presented by human capital (employees, management and their expertise), customer capital (strategies, innovation processes, company's organization) and structural capital (all customer relationships). There might also be more various reasons to get involved in M&A such as market power boosting, overcoming main competitors, tax benefits and others. Overall, all the benefits described above explain the importance of M&A deals for growth and development of companies and economy as a whole.

This paper is concentrated on explaining the determinants of the method of payment in M&A deals. Decision on the deal financing is indeed considered to have major implications for both the acquirer and target. There are several ways to finance an M&A deal and each of them has its own benefits and drawbacks. In general, payment methods can be divided into cash and non-cash (equity, debt financing) types. Cash method of payment can be simply described as paying for the deal value with money. In this case, acquire does not get shareholders ownership and EPS (earnings per share) diluted and this is considered an advantage of the method. However, the target has to pay capital gains tax immediately and it might be considered as a drawback. According to multiple empirical findings, using cash as a method of payment gives rise to higher abnormal returns to both bidder and the target. It can be interpreted as a consequence of a positive market signal generated by a cash payment: acquire is actually confident that stocks of a new company would worth more due to positive post-acquisition effects. Moreover, cash payment method is usually associated with less information asymmetry, which is also a positive signal for investors.

In contrast, equity or stock method of payment alludes to the situation when the acquire exchanges company's newly issued shares for target's stock (the ratio can vary: for example, the acquirer can give 1 stock for 1 target's stock or 1 stock for 2 target's stocks). In fact, it means that shareholders of a target company become shareholders of the acquiring company as a result, and thus ownership structure might be a subject to change depending on a deal size. Equity payment method is usually takes more time and resources compared to cash offer and is usually associated with negative abnormal returns for the acquirer. This effect is due to a negative market signal that stock payment method provides: it might mean that company's stock is overvalued or that the acquirer is not confident about the deal outcome and seeks to share risk with the target.

Another way to finance M&A deal is a mixed payment - combination of cash and non-cash financing options. Usually, mixed payment method consists of cash, equity and debt. Actually, according to Boone, Lie, & Liu (2014), this payment method gains popularity: number of deals financed by a mix payment has tripled for the period 1990-2008. The article also states that mixed payment method should not be considered as a consensus option between cash and stock method of payments, but a fundamentally different way of deal financing. In the case of mixed payment, the acquirer might give a flexible offer to a target to choose between stock and cash. According to empirical findings, bidder's abnormal return for mixed paid deals is in general higher than for deals paid solely in cash or stock. In contrast, target company experiences lower abnormal returns in the case of a mixed payment compared to other options.

Consequently, there arises a research question - what factors might be considered as determinants of the payment method? Why do companies choose specific method to finance M&A deal and in what conditions? Does the payment method influence the implications of M&A deal? Researchers have been intrigued by these questions for previous four decades and have generated several theories to explain the logic underlying the phenomena. The extensive amount of scientific literature reviews various firm specific characteristics that might determine payment method: financial leverage, free cash flow figure, ownership structure, growth opportunities indicators (such as Tobin's Q). Moreover, relative characteristics of the companies (relative size, industry relatedness) have been taken into account along with macro factors (taxation, business cycles. There is always a major focus on the influence of information asymmetry on the choice of payment method.

However, there might be a research gap as the majority of previous studies focused mostly on countries with leading and developed economies such as the US and the UK. Even though limited attention was paid to developing countries, there is no specific research of M&A deals completed in Eastern Europe and Russia specifically. Therefore, this study attempts to answer the following unexamined before research questions: Is there any trend in choosing the M&A payment method (cash vs. stock vs. mixed) in countries of Eastern Europe, including Russia? What factors could be considered as method of payment determinants in M&A deals completed in countries of Eastern Europe, including Russia? Do theories explaining the choice of payment method developed previously hold fair for M&A deals completed in countries of Eastern Europe, including Russia?

Overall, the main goal of the study is to examine whether theories established in the previous literature hold true for Eastern European sample, which to one's best knowledge have never been tested before. All the theories and findings would be outlined in the Chapter 1 of this paper along with hypotheses to be tested for giving the answer to the research questions. Next, in Chapter 2, dataset of Eastern European and Russian M&A deals would be presented, including the discussion of descriptive statistics and current trends of the method of payment choice in the chosen region. Further, the methodology of econometric analysis would be outlined in detail. In Chapter 3, main findings would be summarised and the conclusion of the paper would be presented.

method payment theory

Chapter 1. Related literature overview and development of hypotheses

In fact, investigation of the factors that influence the choice of payment means in M&A deals has been a research topic of a great interest for last 40 years. Thereafter, many authors have used various approaches to this question and have proposed a number of theories to describe the motives for choosing a payment method. In this paper's literature review, the overall development of the topic would be outlined and analysed, and the focus would be set mainly on base studies as well as works published in last 10 years to capture the actuality of the problem in a modern world.

Though there is an abundant number of empirical works that examine the issue, one can say that most of them are focused on M&A deals undertaken in such regions as the UK, the US, Europe and Asian countries. Nevertheless, little or no attention has been paid to Eastern European countries, including Russia. The actuality of this study is to test previously established hypotheses of method of payment determination on Eastern European economic region. Moreover, most of the authors use samples that include M&A deals of a large time horizon, usually decades. In this paper, the focus will be transferred to deals completed in last 10 years, and thus belonging to one economic cycle.

1.1 Origins of method of payment choice theories. Information asymmetry theory

Early theoretical papers, such as Travols (1987), Hansen (1987), Fishman (1989) and others, mostly focus on the problem of asymmetric information that exists between the acquirer and the target. Stock and cash payments might bear different signals as well as provide insights in the case of information asymmetry. Therefore, the choice of payment method might be determined by the uncertainty level and motives of the agents involved in M&A deal. In fact, both acquirer and the target might be unsure about the fair value of each other.

The acquirer can exploit insider's information about its company value and pay for the acquisition in stock if it believes that the company is overvalued (Myers and Majluf, 1984). He does so because it let the acquirer to save on a deal value: it pays less for the target compared to situation with absence of market misvaluation of the acquirer's stock. Nevertheless, investors are aware of such behavior and might react to the stock offer accordingly - acquirer's shares would experience price decrease. Following this logic, all else equal, cash financing would be preferred for the acquiring company to save the value of its stock.

The opposite situation is also possible, when the target stockholders are better informed about its value before the acquisition and they believe their stock is undervalued. In such a case, they would prefer to be paid in stock (Hansen, 1987). Their motives are conspicuous: their stock is currently valued lower and they are reluctant to sell it for cash, as they would rather exchange it for the stock in a merged company. Due to expected synergy effects, merged company's stock price is expected to rise thus providing capital gains to the target shareholders. However, empirical tests of this theory might be complicated as it requires various proxies for unobservable variables to model the presence of insider's information. Researches usually employ event studies of abnormal returns on the bidder's stock to capture private information. The evidence by Travols (1987) and other empirical studies suggests that abnormal returns in cash offers are higher compared to equity offers, which aligns with the findings described above. Amihud et al. (1990) supported previous conclusions and reported findings on negative stock price reaction to equity financed acquisitions, however it holds true only for firms with low managerial ownership.

Cash and stock offers are able to translate various signals to investors. Stock offer initiated by firms controlled by management convey a negative signal regarding firms's value unlike firms controlled by owners (Blackburn et al., 1997). Cash offer bears a positive signal to the market, usually that the deal is expected to be profitable and that the acquirer is not seeking for risk sharing. Moreover, it can be explained by the fact that cash deals are usually financed by raising debt, and debt generates a tax shield (Martynova and Renneboog, 2009). Further empirical tests of Linn and Switzer (2001) supported previous findings that the acquirer experiences lower abnormal returns in case of stock offers as well as poorer operating performance up to several years after the acquisition.

There arises a question - why do companies still choose to finance M&A deals with stock even though it leads to unappealing implications described in literature? What motivates the acquirer to choose stock offer? This research question was examined in a study of Martin (1996) in which the author proposed Risk Sharing hypothesis.

1.1.1 Risk Sharing Hypothesis

Risk Sharing Hypothesis was proposed in a study of Martin (1996) as an advancement of information asymmetry model in M&A deals. The author investigated the relationship between payment method and uncertainty in the value of the acquirer and the target. If the acquirer is uncertain about target's value, it would rather pay for the deal in stock. Therefore, the target will become a stockholder of a merger firm, thus sharing any post-acquisition effects. Martin (1996) examined such characteristics as size and investment opportunity as proxies for the level of uncertainty presented in a deal.

The choice of such proxies for uncertainty level is justified by the prediction of Hansen (1987). He stated that the level of informational asymmetry increases along with target's size. Thus, the larger is the target, the more asymmetry of information there is in the deal. Following this logic, one can notice that if size of the acquirer increases, then equity financing becomes less likely, while if target's size increases, then equity financing becomes more likely. However, Amihud et al. (1990) findings presented no significance of size variables in choosing between cash or stock. Moreover, results of Martin (1996) also showed insignificance of size, thus it might be not the best proxy for measuring risk and uncertainty. Another proxy used to capture asymmetric information is investment opportunities, modelled by Tobin's Q. According to Martin (1996), the use of equity is likely to occur when the acquirer is less sure about the target's investment opportunities or when both agents' investment opportunities are high.

Risk Sharing hypothesis might be tested with the use of absolute and relative deal value as proxies for risk. Such choice is justified by stating that misevaluation of the target firm is especially harmful if the deal value is very large, therefore the probability of stock offer increases along with deal value (Martynova and Renneboog, 2009). The study proved the hypothesis by obtaining significant coefficient of absolute and relative deal size variables.

Information asymmetry is expected to be larger when M&A deal is cross-industry, which is often the case during conglomerate mergers. Risk sharing theory, offered by Martin (1996), might be employed here because cash or stock offers usually disclose the willing of agents to share risk, which is more pronounced in cross-industry mergers and acquisitions. Therefore, Faccio and Masulis (2005) stated a hypothesis that the target would be more willing to accept equity payment if the deal is intra-industry as they are well aware about industry risks and opportunities. Contrary, according to the same logic cross-industry deals are more likely to involve cash payment because the target would prefer not to share risks without expertise in the unknown industry.

Overall, the following hypotheses would be used to test Risk Sharing hypothesis: as described before, relative size and deal value might be used as proxies for risk. Therefore, it might be expected that the bidder would like to share risk by offering stock payment.

H1: Eastern-European acquires would be more likely to use stock as the method of payment when risk of transaction is higher.

1.1.2 Evidence concerning mixed payment method

Mixed payment method fundamentally differs from cash or stock by higher flexibility of the offer. The popularity of such payment method has tripled from 10% in XX century to 30% in XXI century (Boone et. al., 2014). The authors also state that propensity to use stock has decreased, however these changes could not be explained by traditional theories for the payment choice.

Consequences of mixed payment offers might be analyzed in the framework of information asymmetry. Mixed exchange offers could overcome uncertainty inherent to stock or cash offers (Blackburn et al., 1997). Moreover, mixed payment method, in fact, is the only mean of financing which is able to combine and balance both signaling (conveys knowledge about firm's true value) and synergy reevaluation effects (expectations about the future value of the merged company). According to the model of Eckbo, Giammarino and Heinkel (1990), cash payment bears no signal and any abnormal returns appear only due to the synergy reevaluation effect. However, stock transaction bears negative signal to the market and abnormal return appear only due to this signal, ignoring reevaluation effects. However, only mixed exchange offer can combine both signaling and synergy reevaluation. Nevertheless, managerial structure should also be taken into account: managers who do not own shares in the company might offer mixed payment even though it would give a negative signal to the market if their private gain is higher, which is opposite for the firms with high managerial ownership. The study of Blackburn et al. (1997) presented evidence that supports this suggestion.

The research of the topic was extended by analyzing means of financing along with payment method. As it was noticed before, equity offers bear negative market signals to investors and lead to lower returns unlike cash offers. However, such negative market reaction relates not only to equity payments solely, but also to cash and mixed payments which involved equity financing (Martynova and Renneboog, 2009).

1.1.3 Evidence concerning public and private companies

Most of previous studies focused on cases, where both the bidder and the target were public companies. However, the study of Madura and Ngo (2010) considered a special case of M&A deal - the case when a public company acquires a private company. The authors justified the need for separate research with the fact that private targets significantly differ from public ones, and thus decision on payment method choice might vary as well. The main difference lies in a corporate structure: owners of private firms tend to hold large blocks of the company's equity, while investments constitute a large share of their wealth. Therefore, such targets might be even more prudent and risk averse while considering the stock offer. Oppositely, shareholders of the public company usually own little portions of the equity and increase wealth by much lower amount from the investments.

1.2 Managerial Ownership Theory (Control Theory)

Choice of payment method is often dictated by company's financing preferences. In 1988, an argument of managerial incentives that influences those preferences was formulated in the study by Stulz. The paper states that managers might tend to choose such financing option that would provide an opportunity for keeping control over the entity. With respect to capital structure, management of the firm that values control would choose to finance investments with debt rather than equity as it might lead to increase in the fraction of stock owned by insiders. The less stock is owned by individual, or passive, investors, the more control the management of the firm obtains. Moreover, according to Stulz (1988), the strategy of keeping leverage ratio high not only allows for increased insider's control, but also protects the firm from hostile takeovers. However, Harris and Raviv (1988) stated that the adverse effect is possible, as holding more debt leads to higher costs of financial distress (in particular, bankruptcy risk) and thus making control maintenance more difficult. Following the theories described previously, Amihud et al. (1990) conducted an empirical examination of the relation between leverage and control on the case of corporate acquisitions. In fact, M&A deals are unique investment projects that disclose the information about its financing method, contributing to the research on the topic of financial preferences.

Numerous empirical studies approached to examining the influence of the payment method on abnormal returns. Empirical study of Amihud et al. (1990) examined both Information Asymmetry, outlined previously, and Managerial Ownership theories and reported the following findings: equity financed acquisitions led to negative share price reaction, however it was true only for firms with low (below 5%) managerial ownership. There arises a question: why are firms with higher managerial ownership perceived differently by the market? Amihud et al. (1990) provides the following explanation: if firm's managerial ownership is high, then it would seek to maximize shareholder's value and thus it gives investors a signal that acquisition is a trustworthy deal, which would increase or at least not decrease stock's value. Thus this finding outlines another possible issue - an agency conflict between managers and shareholders (situation when incentives of two parties do not match). If managerial ownership is high, then agency conflict problem is believed to be lower. However, if managerial ownership is low, then agency problem is more pronounced as managers' actions could be aimed at maximizing their own utility, not shareholder's wealth. For example, being influenced by hubris, managers might involve in M&A deals in order to increase company's size (empire building) rather than maximizing shareholders' utility. In addition, Blackburn et al. (1997) pointed out that hubris might give the managers false judgement about their ability to run the target firm. Martynova and Renneboog (2009) found no evidence that financing decision is influenced by agency conflicts between managers and shareholders. However, the study provided evidence for negative reaction of the market driven by pure cash payments. Pure cash payments mean payments which included internally generated funds. Investors interpreted such action as deals motivated by managers' empire building motives. Overall, Amihud et al. (1990) provides evidence for managerial ownership to be considered as a determinant of method of payment choice.

However, further researches approached to another question - is relationship between managerial ownership and probability of stock payment indeed linear? Martin (1996) supported previous findings, however in addition the author found evidence for nonlinear relationship between the probability of stock financing and managerial ownership. Firms with high managerial ownership would be reluctant to offer stock as this action would dilute their control and would make any unwanted intervention possible (Martin, 1996). However, the author also notices that in case of very high ownership level, managers would be indifferent to stock offers, as additional issue of shares would not be able to dilute their ownership significantly. Following the same logic, if initial ownership is already very low, managers would be unconcerned about possible dilution by equity offer. However, if managerial ownership level is in between the two extreme states, and the balance of control is fragile, then managers would strongly prefer cash offers to secure their control positions in the company. Further research undertaken by Faccio and Masulis (2005) contribute to the previous conclusions by finding evidence for linear relationship between managerial ownership and payment method in continental Europe, and non-linear (cubic) in the UK and Ireland.

Target's firms preferences regarding payment method might also be influenced by its ownership structure. Ghosh and Ruland (1998) provided evidence for a strong and positive relationship between target's managerial ownership and the probability of stock offer. It could be explained by the fact that managers of the target firm would like to gain additional influence in the merged firm by becoming its large shareholders. The main motivation to get this control is an incentive to keep they jobs in the combined firm. Moreover, the authors also presented a finding that managers indeed have greater possibility of retaining their positions if they were paid in shares. Ghosh and Ruland (1998) also claim that target's ownership structure turns out to be more important than acquirer's ownership structure in terms of determining the choice of payment method. Moreover, the study uses relative size of the companies as an additional proxy for modeling the level of influence. For example, if the target is relatively smaller than the acquirer, even in case of stock payment the influence of targets' managers in a merged firm is expected to be low. Moreover, acquiring firm would be less willing to offer stock to the large target as thus dilution would be more likely. Thus, Ghosh and Ruland (1998) suggested that control for relative size should be taken into account to get more reliable results. However, the results showed that relative size of the target does not differ significantly between payment method options. Nevertheless, the variable which combined effect of both managerial ownership and size was found to be significant.

However, managerial ownership might have a significant effect on the choice of payment method only in specific cases. For instance, the study of Madura and Ngo (2010) observed no significant effect of the acquirer's ownership structure on the choice of payment method. The researches explain this inconsistency as follows: in their sample they used only privately held targets unlike previous studies which used public targets. Thus, there is evidence that private targets are less willing to accept overvalued stock of the bidding company.

1.3 Investment Opportunities Theory

The connection between investment opportunities of the firm and its corporate strategy has been a topic of interest for early researches in finance (Martin, 1996). In particular, Myers (1977) states that firms with high investment opportunities would choose to finance their projects with the use of equity due to debt overhang problem. This problem describes the case when a company discharges a positive NPV project because all the wealth earned would go to debt holders, leaving shareholders with little or no profit. In fact, M&A deal might also be considered as an investment project and thus, according to Myers (1977) theory, acquires with higher growth opportunity would be more likely to use stock as the method of payment. Nevertheless, empirical research on the topic does not always align with this theory and provides mixed findings.

Preferences of managers for specific corporate strategies, as well as taking into account such factors as cost of debt or uncertainty level might influence the choice of payment method. Generally, managers who value growth choose to finance projects with equity as it allows for more flexibility in the usage of funds (Jung, Kim and Stulz, 1995). For example, in case of debt financing management has to pay interest regularly. Thus, they create cash outflows and forgone the opportunity to use this cash for investing in poor projects. According to Martin (1996), for a firm with poor investing opportunities, debt financing would be value maximizing as it decreases probability of putting funds into firm's poor projects. By analogy, it might be implied that a firm with good investing opportunities would prefer stock financing as it gives the managers more flexibility of investing behaviour, allowing them to exploit good investment prospects. The article of Martin (1996) highly supported the idea that higher investment opportunities lead to higher probability of equity financing.

The idea of positive relationship between firm's investment opportunities and probability of stock payment was advanced by Ismail and Krause (2010) by introducing new investment characteristics of the companies that might influence the choice of payment method. The proposed determinants are the growth rate, stock volatility of both firms involved as well as return correlation between them, which were proved to be significant. Ismail and Krause (2010) used average stock return in a pre-merger year as an instrument for the growth rate. The researches expected higher probability of stock offer if the growth rate of the target is higher, because it bears a positive signal of a good investment opportunity. However, higher growth rate of the acquirer makes stock offer less likely as the bidder would be unwilling to share its good prospects by issuing additional shares. Moreover, higher volatility also leads to higher probability of stock offer as it is a signal of higher potential gains. If companies' returns are correlated, the probability of stock offer is even higher, as it gives both agents additional benefits of a synergy. Overall, the study of Ismail and Krause (2010) found that return correlation between firms' stocks is significant, while the authors reported no evidence for significant role of asymmetric information, taxation and capital structure.

Industry sales might be considered as another proxy for investment opportunities. This explains the fact that even having large free cash flow acquirers with high industry sales choose to pay with equity when growth opportunities are high (Feijoo et al., 2012).

H2: Eastern-European acquires with higher investment opportunities would be more likely to use stock as the method of payment.

1.4 Cash Availability and Debt Capacity Theory

The study of Myers and Majluf (1984) introduced the pecking order theory which states that managers are not indifferent about the way to finance projects. Firstly, they would prefer to spend internal resources (namely, cash), then they would prefer to borrow (debt financing) and only then they would prefer to raise cash with the use of equity. Moreover, Jensen (1986) claims that if a company has large free cash flow figure, it would use cash to finance projects. The same holds true for the firm with a good debt capacity, that is way financial leverage is also taken into account when examining this hypothesis. Martin (1996) found evidence supporting Cash Availability theory, concluding that higher amount of free cash flow leads to higher probability of cash financing.

However, the following question might arise - what is the source of cash in cash payment method? Faccio and Masulis (2005) pointed out the fact that most of acquirers have limited cash capacity, therefore cash offers are usually undertaken with the use of debt. Therefore, Faccio and Masulis (2005) claim that the real choice of financing method is undertaken between debt and stock alternatives, rather than cash and stock. Following this logic, firm's debt capacity and financial leverage might be highly related to the choice of payment method. The authors define cash payments as a category which includes cash payments itself along with noncontingent liabilities and newly issued notes. Due to the fact that cash is usually obtained by new debt issue, the leverage level should be examined to estimate the probability of cash offer. If leverage of the acquirer is higher, then the company is constrained in its ability to borrow, and thus the firm will not be able to afford cash offer. Madura and Ngo (2010) support this conclusion, claiming that acquirers with higher level of debt and less cash prefer to use stock as method of payment. It can be explained by the fact that they do not have required liquidity level and cannot borrow additional funds as their debt burden is already high.

Nevertheless, payment method is in fact more complicated than pure cash or stock. Martynova and Renneboog (2009) advanced an idea of Faccio and Masulis (2005) regarding means of financing cash payment method. The authors stated that sources of transaction should also be taken into account, not just payment method. For instance, debt and equity are external sources of transaction, while pure cash is an internal source. Due to constraints of pure cash capacity for most companies, external sources of financing (equity and debt) are usually used in acquisitions with cash payment method. The study provides evidence that M&A deals financed with funds generated internally significantly underperform those financed with debt.

However, the theory might hold only within specific industry-level. Feijoo et al. (2012) provided evidence which is not totally consistent with previous research. The study found that Cash Availability theory works only for specific industries. For instance, Chemicals and Consumer Durable industries are highly cyclical and thus acquirers from these industries usually have large volumes of free cash flow and therefore prefer to offer cash payments. However, it does not hold true for other industries, contrary to previous studies. Across all industries, bidders with high cash capacity when industry sales are high tend to use equity rather than cash. It can be explained by Investment Opportunity theory if high industry sales are the indicator of growth opportunities. Moreover, Feijoo et al. (2012) reported that relationship between debt capacity and choice of payment method might be opposite in different industries. For instance, bidders with high financial leverage (and thus low debt capacity) from Business Equipment and health industry tend to use equity as well as acquires with low financial leverage (and thus high debt capacity) from Chemicals, Manufacturing, Durable and Non-durables industries.

Credit rating could also be connected to a choice of payment method. The study of Karampatsas et al. (2014) provided evidence that acquirers with high rating level prefer to use cash as the payment method. This fact can be explained by Cash Availability theory as well: high credit rating leads to lower cost of borrowing and thus increases firm's debt capacity. Therefore, the firm experiences lower financial constraints by having better access to debt markets. Moreover, the availability of credit ratings decreases information asymmetry about the firm's value. However, sole existence of credit rating does not bear positive implications described above, as company with good growth opportunities without credit rating has more debt capacity compared to a company with low credit opportunity and poor growth opportunities.

Debt capacity might be influenced by geographic location as well. Koutmos et al. (2014) studied various M&A deals undertaken by rural and non-rural bidders in the US. The paper provided evidence that rural acquirers are more likely to offer pure stock, while non-rural bidders have higher propensity for using cash. This situation is explained by the fact that rural costs face higher cost of debt and are have limited access to information that might help to determine target's value precisely.

Overall, the following hypothesis is stated to test whether Cash Availability theory hold for Eastern European M&A transactions, where cash availability means high free cash flow or good debt capacity:

H3: Eastern-European acquires with higher cash availability would be more likely to use cash as the method of payment.

1.5 Outside Monitoring Theory

Active investors bring additional benefits in the form of costly monitoring (Martin, 1996). However, there arises a question - who can be claimed an active investor having incentives and opportunities to monitor? The author states that active investors usually are blockholders and institutional holders. Black (1992) claims that this type of investors might influence management and force them to align their incentives along with those of shareholders. Moreover, compared to passive investors, active ones are much more in position to be actually involved in decision making: they can take action in antitakeover strategies, promote compensation structure for management, as well as represent themselves on a board of directors. Moreover, they are able to communicate with senior managers directly and thus influence terms of a future M&A deal. According to evidence described previously, stock payment usually deteriorates the value of the company, which is not appealing for active investors. Therefore, firms with large blockholding and institutional holding would be less likely to use stock as payment method. However, evidence from the study of Martin (1996) did not support this suggestion. Overall, this study will test this hypothesis for Eastern-European sample:

H4: Eastern-European acquires with higher institutional ownership would be more likely to use cash as the method of payment.

Further research focused on concentrated ownership of the target. In the case of stock financed acquisition, the bidder would sell his shares and create a new blockholder, making corporate governance of the combined company more vulnerable. Therefore, targets with higher institutional ownership are more likely to be acquired for cash (Faccio and Masulis, 2005). Madura and Ngo (2010) advanced the idea proposed by Faccio and Masulis (2005) and suggested that firms with concentrated ownership are usually private firms. However, the researchers found evidence for the fact that private firms are more likely to be acquired for stock, but only when capital gain tax is relatively high. Moreover, Faccio and Masulis (2005) connected the probability of cash offer and company's size. The paper states that large companies usually are more diversified and have better access to debt compared to smaller companies. To test this hypothesis, the authors estimate size of the bidder by measuring its total assets before the merger. The results support the hypothesis at 1% significance level, which is not consistent with findings of Martin (1996).

1.6 Other possible determinant factors described in literature

Apart from firm-specific factors which might determine the choice of payment method described previously, several academic papers also took into account some macro factors which could also influence the decision on the mean of payment: taxation, business cycle, industry conditions and country-level characteristics.

1.6.1 Taxation

Along with theories stated above, researchers of the topic have also considered the influence of taxes on the choice of payment method. According to Madura and Ngo (2010), tax might be considered as an incremental cost in taxable deals. However, the conclusions whether tax effects could be a possible determinant of payment method are somewhat ambiguous.

If M&A deal value is paid in a cash form, the target company is liable for immediate capital gains tax. It happens because tax liability arises when shares are sold, an in this case cash is exchanged for all shares of the target, and thus each stockholder should pay the tax. The situation is opposite in case of equity payment method: stock of the acquirer is just exchanged for the stock of the target, therefore deferring tax payment until the moment when shares are sold. Therefore, equity method of payment might seem more preferable as it helps to save on tax payments, especially if a deal size is large. Moreover, if the bid premium offered to the target is large (bid premium arises when the acquirer offers price for target's shares that exceeds the market price), the capital gain would also be large, thus making the deal less attractive for the target. According to Amihud et al. (1990), there was found no relation between the payment method and tax effects. In addition, Ghosh and Ruland (1998) supported previous findings about weak relation between taxation and method of payment choice.

Tax consideration might be considered simultaneously with the ownership structure of the acquirer. Shareholders of the bidder would prefer cash payment if premium paid to them does not overcome tax advantages of exchange (Blackburn et al., 1997). However, managers might have opposite incentives: they would prefer stock financing not to depress those earnings depicted in accounting statements by additional cash expenses. This effect is called the accounting choice effects, and Blackburn et al. (1997) states that it might be particular pronounced in firms where managers' compensation depends on earning figures in financial statements.

Contrary to previous findings, Madura and Ngo (2010) provided evidence for relationship between higher capital gain tax and increasing probability of stock financing. However, this statement is fair only for privately held targets. The authors explain this fact by greater tax benefits to target's private owners who receive stock benefits in periods of high capital gains tax. The tax benefits are concluded in the fact that otherwise (in case of cash payment) the private owners should have paid high tax on cash received by the sale of shares.

1.6.2 Business Cycle

Business cycle conditions might be connected to a choice of stock or cash payment. In fact, expanding of overall economic activity leads to increase in stock financing (Martin, 1996). The explanation for this phenomenon lies in the fact that firms face lower adverse selection costs, as well as better investment prospects and less information asymmetry. According to Feijoo et al. (2012), GDP growth gives rise to higher merger activity and also is a positive stimulus for excess cash flows. Equity expansions usually occur in the beginning of business cycle when cash flows are still constrained but there are many appealing investing opportunities. Therefore, the authors also found evidence for increased probability of equity payment if GDP growth is high. Moreover, business cycle influences the cost of debt as well. Credit risk premium is higher in weaker economic conditions due to higher risk, and it is lower during economic expansion. Therefore, Feijoo et al. (2012) stated that during recessions firms are expected cash financing, however they did not receive significant results concerning this hypothesis.

1.6.3 Industry

Information asymmetry is expected to be larger when M&A deal is cross-industry, which is often the case during conglomerate mergers. Therefore, the target would be more willing to accept equity payment if the deal is in related industry as they are well aware about industry risks and opportunities (Faccio and Masulis, 2005). Contrary, according to the same logic cross-industry deals are more likely to involve cash offer.

Some industries are associated with higher degree of information asymmetry, thus increasing the probability of misevaluating the company. An example of such industry might be high-tech firms, because their prospects depend on research and development projects, which usually are uncertain (Madura and Ngo, 2010). Therefore, the study concludes that the acquirer should prefer to pay in stock for a high-tech private target to share risks, following the logic of Risk Sharing hypothesis of Martin (1996).

The gap in research regarding the role of industry in the determination of payment method was addressed by the study of Feijoo et al. (2012). The authors rejected the overvaluation hypothesis which stated that number of stock offers increase during merger waves. The paper outlined the theory that any external influence is conditioned on industry-specific characteristics. Another important finding states that relationship between firm-specific characteristics and the choice of payment method is not constant but varies across industries. For instance, the association between firm's cash capacity and financial leverage with the choice of financing method depends on the growth in corresponding industry. Feijoo et al. (2012) conclusions support neoclassical hypothesis, developed by Mitchell and Mulherin (1996), which states that mergers are the direct consequences of industry shocks. The study found no support for overvaluation theory stating that merger activity is a result of misevaluation of firms' value and incentives to exploit it.

In addition, the study of Feijoo et al. (2012) provided evidence regarding several specific industries. For instance, Chemicals and Consumer Durable industries are highly cyclical and thus acquirers from these industries usually have large volumes of free cash flow and thus prefer to offer cash payments. However, it does not hold true for other industries, contrary to previous studies. Across all industries, bidders with high cash capacity when industry sales are high tend to make equity offers. Feijoo et al. (2012) also reported that relationship between financial leverage and choice of payment method might be absolutely different in various industries. For example, acquirers with high financial leverage from Business Equipment and health industry tend to use equity as well as acquires with low financial leverage from Chemicals, Manufacturing, Durable and Non-durables industries.

...

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