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Ribs 12 2019 0160
Ribs 12 2019 0160
Ribs 12 2019 0160
https://www.emerald.com/insight/2059-6014.htm
Cross-border
Do frequent acquirers outperform acquisitions
in cross-border acquisitions? A
study of Indian companies
Samta Jain, Smita Kashiramka and P.K. Jain 491
Department of Management Studies, Indian Institute of Technology Delhi,
New Delhi, India Received 18 December 2019
Revised 1 June 2020
19 July 2020
Accepted 19 July 2020
Abstract
Purpose – The purpose of this paper is to examine the impact of cross-border acquisitions (CBAs) on the
financial and operating performance of acquiring firms from emerging economies in the long-term; the
acquiring firms have been segregated into frequent (multiple) and first-time (single) acquirers based on their
prior cross-border experience. The intent is to identify if overseas activities bring over and above advantage
to multiple acquirers in terms of enhanced financial synergies and reduced costs, motivating them to engage
in sequential international transactions.
Design/methodology/approach – The paper analyses the impact of CBAs announced and completed
during 2004–2013 by Indian companies listed on the NIFTY 500 index. The post-acquisition financial and
operating performance of Indian cross-border acquirers has been compared with their pre-acquisition
performance. The average performance over three-years immediately preceding the acquisition year
constitutes the benchmark for the post-acquisition performance. The post-acquisition period includes a year
of integration followed by three successive post-integration years. Therefore, in operational terms, the
research period extends from 2001–2017. The long-term performance of frequent (multiple) and first-time
(single) Indian acquirers has been investigated comprehensively using a set of 16 financial ratios. The
performance has been assessed using the secondary data collected from financial statements of acquiring
companies; the financial statements and the list of CBAs by Indian companies have been obtained from
Thomson Reuter’s EIKON database.
Findings – The financial and operating performance of frequent as well as first-time acquirers have
depicted a similarly deteriorating trend during the post-acquisition period. These findings indicate that the
international expansion of Indian companies is not guided by synergy creation potential and may be pushed
by the overconfidence or over-optimism and agency conflicts of managers. This, perhaps, indicates that firms
are being imprudent in investing free cash flows available with them.
Originality/value – The study is the first of its kind. No study, to the best of the authors’ knowledge, has
analysed the performance of acquiring firms by segregating them into frequent and first-time acquirers using
accounting measures of performance. More so, an extensive analysis of the long-term financial and operating
performance of acquiring companies is rare to come across in the extant literature.
Keywords Cross-border acquisitions, Financial performance, India, Frequent acquirers,
Single acquirers
Paper type Research paper
1. Introduction
Cross-border acquisitions (CBAs) have developed into a major ingredient of a corporate
expansion strategy for emerging market companies. With the liberalisation and
globalisation of their economies, companies from emerging markets have increasingly been Review of International Business
and Strategy
exploring CBAs to establish a footprint in the global economy. Global Financial Crisis 2007– Vol. 30 No. 4, 2020
pp. 491-514
2008 further provided momentum to multinational companies for exploring growth avenues © Emerald Publishing Limited
2059-6014
in markets beyond national boundaries, achieving both geographical and risk DOI 10.1108/RIBS-12-2019-0160
RIBS diversification (Yavas et al., 2019).These international acquisitions by emerging market
30,4 companies have gained wide coverage in the business press, media has been highly
enthusiastic and affirmative of these mega-deals. Over time researchers have also reached
an agreement that such transactions generate positive and significant abnormal returns
(over and above normally expected returns in terms of equity market price) to the acquirers
in the short-term around the event announcement (Jain et al., 2020, 2019b; Li et al., 2016;
492 Bhagat et al., 2011; Gubbi et al., 2010). Further, in the long-term, the management claims that
the internationalisation strategy is in the overall interest of shareholders.
Lack of competitive (ownership) advantages and foreign experience do not restrain these
firms to single acquisitions only. For instance, major acquisitions of Tata Consultancy
Services Ltd. include FNS, financial services company of Australia, Comicrom, Chile’s
outsourcing giant, the British insurance company, the pearl group; the corporate growth
strategy of Hindalco Industries Ltd. has been executed by acquiring Atlanta based company
Novelis Inc. and a recent acquisition of Aleris Corporation; the acquisition of majority stake
in the South Korean automaker, Ssang Yong Motor Company by Mahindra and Mahindra
Ltd., etc. Emerging market firms especially tech firms are characterised by excess cash
reserves and are always in the look out for companies either not doing well or are
undervalued (Techgig, 2020). Therefore, they execute a series of acquisitions across the
national boundary to overcome their strategic disadvantages (Schipper and Thompson,
1983) and are referred herein as multiple or frequent acquirers. Firms with prior experience
of foreign acquisition during past three years (from the most recent deal) are defined as
multiple (frequent) acquirers whereas firms with no experience at all or no experience during
past three years [1] (from the most recent deal) are defined as single (first-time) acquirers.
The adoption of this expensive corporate growth strategy involving huge financial
commitment actually makes it quintessential to assess the post-acquisition performance of
emerging market acquirers, typically characterised by lack of international exposure, in the
long-term.
The concept of acquisition performance is heterogeneous in nature (Zollo and Singh,
2004) and several measures have been used for the evaluation of corporate takeovers. While
international business and finance, researchers have often explored accounting-based
measures (accounting studies) and stock market-based data (event studies). Event studies
make use of stock-price data to determine abnormal or excess returns around the event day
to measure short-run performance. In the long-term, it becomes virtually impossible to make
the nodal event absolutely immune from other confounding events as several overlapping
and critical corporate events simultaneously influence the stock price. On these grounds,
using accounting metrics vis-à-vis stock market data represents a rational choice to evaluate
the long-term performance of emerging market acquirers. The use of accounting metrics is
even aligned with the strategic objective of corporate businesses to gain an adequate return
on investments (McGee et al., 2010).
In view of the foregoing arguments, the focus of the present paper is to make an objective
assessment of the post-acquisition performance of corporate takeovers using data from
financial statements. The post-acquisition performance has been measured separately with
regard to the liquidity, solvency, turnover and profitability of bidding firms. The paper,
thus, addresses the needs and concerns of various stakeholders and users of financial
information. To the best of the author’s knowledge, there is virtually no study investigating
the long-term performance of acquiring companies by classifying them into multiple
(frequent) and single (first-time) acquirers.
This paper contributes to the extant merger and acquisition (M&A) literature by
assessing separately the performance of multiple (frequent) and single (first-time) acquirers
in an emerging Indian market. It is worth mentioning that Indian companies are relatively Cross-border
frequent acquirers vis-à-vis other emerging market firms; their acquisitions are largely acquisitions
dominated in the services sector and other critical assets in services; and finally, their target
companies are headquartered both in developed markets and emerging markets (Kinateder
et al., 2017). The performance analysis of emerging market acquirers segregated into
frequent and single acquirers is likely to enhance the understanding of the management
behaviour and competence for the following reasons: firstly, various cross-nation studies
have indicated that country-related factors such as the market for corporate control 493
(Alexandridis et al., 2010), protection for minority investors (Boubakri et al., 2008; Rossi and
Volpin, 2004) and the level of financial market development (Rahahleh and Wei, 2012) exert
a significant influence on acquisition decisions. Secondly, unlike developed markets,
emerging markets are predominantly characterised by closely knitted family owned and
managed businesses wherein external supervision is merely procedural, thus, fostering
hubris-driven behaviour of the management. Thirdly, emerging market firms are less likely
to be affected by a lesser number of potentially good target firms vis-à-vis their developed
counterparts due to relatively lower participation in cross-border deals. Finally, emerging
markets are generally plagued with asymmetric information dissemination, lower level of
investor protection and high transaction costs. All these reasons hold enormous potential to
affect differently, the long-term performance of both single and frequent acquirers from
emerging countries vis-à-vis from developed markets, hence the need for the present study.
This paper evaluates the post-acquisition financial and operating performance of
emerging market acquirers, classified into multiple (frequent) acquirers and single (first-time)
acquirers in the long-term. The use of accounting data to analyse the long-term financial and
operating performance of acquirers grouped into multiple (frequent) and single (first-time)
acquirers is a unique attribute of the study; it is a first of its kind study. The paper addresses
critical research gaps in the extant M&A literature and contributes to knowledge creation.
The remaining paper is structured as follows: Section 2 outlines the theoretical
background and hypotheses development. Section 3 describes the data and sample used in
the study. Section 4 delineates the methodology used to achieve the objectives of the study
followed by Section 5 reporting the results of empirical analysis and discussion thereof.
Finally, Section 6 concludes the study.
H1. Multiple (frequent) acquirers are likely to outperform the single (first-time) acquirers
in the post-acquisition financial and operating performance in the long-term.
3. Methodology
The post-acquisition studies are conceptualised and designed to judge whether the corporate
restructuring strategy of M&A has actually improved or worsened the financial health of
the acquiring firms. In other words, whether firms should undertake and invest heavily in
this inorganic expansion strategy. The post-acquisition performance of the acquisition firm
involves the comparison of the performance of the combined/resulting entity (the bidder and
the acquired firms) with the control group entity. There are two main ways of designing
control group studies:
(1) pre- and post-performance comparisons of the acquiring firms; and
(2) comparisons with non-acquiring firms preferably in similar industry and size
categories.
However, the identified group of non-merging firms rarely matches the firm-level attributes
of acquiring firms specifically cross-border acquiring firms (Kumar, 2009). Moreover,
changes in the cultural, economic and institutional ecosystem of cross-border acquiring
firms cannot be observed in a sample of non-acquiring firms. This study, in concurrence
with previous studies such as Tripathi and Lamba (2015), Rani et al. (2015), follows pre- and
post-design, generally known as the “change model” to evaluate the post-acquisition
performance of acquiring firms in the long-term.
Accounting studies typically exploit financial accounting information (drawn from
financial statements) to assess the performance of a firm and/or industry. In the extant
literature, long-term performance of CBAs has been investigated over several time-frames
varying from 2 (2, 2) to 5 (5, 5) years before and after the deal (Leepsa and Mishra, 2013;
Kumar, 2009; Martynova et al., 2007; Sharma and Ho, 2002; Switzer, 1996; Healy et al., 1992).
Three years after a deal are critical to its success and in many cases enough to bear fruit
(produce results) of acquisition and its integration. In the light of these considerations, and
also following Bianconi and Tan (2019), Liou and Rao-Nicholson (2019); Kumar (2009),
Kumar and Bansal (2008); Sharma and Ho (2002), the present study has chosen to examine
the performance over a period of pre- and post-three years; the reference period for the study
of acquisitions announced during 2004–2013, eventually extends from 2001 to 2017, the
RIBS accounting data of all these years has been sourced from Thomson Reuter’s EIKON
30,4 database.
Non-availability of financial statements consistently for seven years, that is, three years
before and four years after the year of acquisition led to the exclusion of companies from the
valid sample. The final screening yielded a usable sample of 642 acquisitions comprising
481 acquisitions undertaken by 92 multiple acquirers and 161 acquisitions by 101 first-time
496 acquirers and the remaining 60 acquisitions by 18 single acquirers, which have executed
CBAs during past three years immediately preceding the latest deal. The study, therefore,
analyses the performance of 92 multiple (frequent) and 119 single (first-time) acquirers.
In the present study, corporate performance for three years prior (t 3, t 2, t 1) prior
to acquisition has been compared with the performance for three years (t þ 1, t þ 2, t þ 3)
post-acquisition. The year of acquisition (t0) and year of integration (t þ 1 0 ) have been
excluded from the analysis for, it would take time for the combined entity to integrate the
operations and resources, as well as to absorb the initial cost of acquisition incurred
(Papadakis and Thanos, 2010; Kumar, 2009; Martynova et al., 2007). The timeline of the
accounting study methodology is presented in Figure 1.
Ratio analysis, being a relative measure, is the most widely used and efficient tool for
assessing the financial health of a corporate enterprise. Trend ratios, in particular, allow
comparability of the firm’s current performance with its past performance. Being so, it is
logical to compare the post-acquisition ratios with those during the pre-acquisition period to
determine the economic impact of CBAs. The extant literature lacks consensus with regard
to the classification, computation and number of financial ratios used to examine the
financial performance of firms. For instance, Delen et al. (2013) have applied and calculated
31 financial ratios whereas Karaca and Çigdem (2012) have used 24 ratios in their studies.
Ho and Wu (2006), Gombola and Ketz (1983) have used as large as 59 and 58 ratios,
respectively.
In M&A literature, Tripathi and Lamba (2015) have assessed the financial performance
of acquiring firms on four broad parameters, namely, profitability, solvency and liquidity,
size and efficiency using a set of nine ratios. Rani et al. (2015) have compared pre- and post-
long-term financial performance of bidding firms using 14 ratios on efficiency, leverage,
liquidity and profitability. Following the existing literature, in the present study, change
(improvement/decline) in post-acquisition operating performance of firms has been captured
using a comprehensive set of 16 financial ratios; these ratios have been broadly classified
into profitability, efficiency, solvency and liquidity ratios as described in the following Sub-
sections: 3.1 to 3.4.
Figure 1.
t–3 t–2 t–1 t0 t + 1' t+1 t+2 t+3
Framework of
accounting study
methodology
Integration year Post-integration period
creditors, it reflects cushion of safety; and for the employees, it is an indicator of secured Cross-border
employment. The profitability of a firm is basically measured on the basis of: acquisitions
sales; and
investments (total assets).
In M&As, firms are valued using multiples of EBITDA [2]; it is often used as a proxy for
determining the operating cash flow generating the ability of the firm (Switzer, 1996; Healy 497
et al., 1992). This measure remains uninfluenced by depreciation policy, taxation structures
and financing decisions of the firm. In other words, EBITDA is not affected by the choice of
capital structure and directly focus on operating efficiency. EBITDA has been deflated by
total assets and sales. It is to be borne in mind that the book value (as recorded in the balance
sheet) instead of the market value of total assets is used, as the market value might already
incorporate (at least partially) the operating inefficiencies at the time of announcement.
Therefore, replicating Sharma and Ho (2002) and Grigorieva and Petrunina (2015), two
operating cash flow ratios, namely, EBITDA margin and EBITDA to total assets have also
been used to assess the performance.
Profitability ratios have been segregated into margin ratios (profitability related to sales)
and rate of return ratios (profitability related to investment or assets). Profitability based on
sales has been computed in terms of ratios, namely, gross profit margin (GPM), operating
profit margin (OPM), net profit margin (NPM) and EBITDA margin. An increase in margin
ratios augurs well for the realisation of anticipated synergies and improved profitability.
Profitability from operations intends to analyse whether there have been operating
synergies from CBAs by emerging economies.
.Profitability ratios are critically important from the perspective of owners and investors. In
fact, the sole reason why they finance (fund) the operations of any corporate firm is to earn an
adequate return on their investments. Investments related profitability ratios are appropriate
measures of the firm’s profitability. These rate of return ratios have been determined based on
two major concepts of investment, namely, return on assets (ROA) and return on capital
employed (ROCE). The cross-border effect evincing higher profitability would positively
influence the wealth of the shareholders, thereby, the performance of the acquiring firm.
All the profitability ratios have been delineated in equations (1) to (6):
3.1.1 Margin ratios.
GPM ¼ Net sales Cost of goods sold ½COGS =Net sales (1)
(Total external obligations = Long-term debt þ Short-term debt þ other current liabilities)
(Total shareholders’ equity = Equity share capital þ Preference share capital þ Reserves
and surplus-Accumulated losses)
The data indicated in Table 1 pertain to the operating performance of a single (Panel A) and
multiple (Panel B) acquirers with respect to efficiency (turnover [5]) measures. It has been
observed that acquiring firms (regardless of first-time or frequent acquirers) have been
operating efficiently as far as the utilisation of current and fixed assets are concerned;
FATR, as well as CATR, have been noted to be more than one, that is over and above
satisfaction both before and after the acquisition. Moreover, the decline in these ratios in the
post-merger period does not turn out to be significant, implying the efficiency of the firm
remain unaffected of cross-border acquisition activities (Table 4). It is amusing to notice a
parallel (similar) state of affairs for both single and multiple acquirers in so far as the efficient
deployment of fixed and current assets are concerned. In brief, CBAs have not brought out
any significant change in managerial efficiency with respect to the utilisation of the
combined firm’s resources.
Similarly, COGSR and OER virtually remain unchanged after acquisition for both types
of acquiring firms. However, multiple acquirers are more cost-efficient as compared to single
bidders throughout the observed period; it may be because of scale economies and/or
flexible managerial approach due to geographically distributed operations.
Tables 2 and 5 contain data pertaining to liquidity and solvency position of Indian
acquiring firms segregated into first-time (Panel A) and frequent acquirers (Panel B). The
actual performance on these parameters during three years before and after acquisition
constitutes the subject matter of Table 2; change (delta) in these measures during the post-
acquisition span has been outlined in Table 5. Prior to the acquisition, the liquidity position
of single, as well as multiple acquirers is apparently gratifying at least to short-term lenders
RIBS GPM OPM NPM EBITDAM EBITDA/Total ROA ROCE
30,4 Year relative to the acquisition (%) (%) (%) (%) assets (%) (%) (%)
as the average CR is 3.19:1 and 2.76:1 for single and multiple types of bidding firms,
respectively, before CBAs. Similarly, ATR, on an average, has been observed to be 2.39:1
and 2.25:1 for first-time and frequent acquirers, respectively, in the pre-merger period
(Table 2). However, in general, CR of 2:1 and ATR of 1:1 is recommended. Therefore, such
higher liquidity ratios are not without a cautionary note and need a critical assessment. On
one hand, these are indicative of a safety cushion (margin) to trade creditors and other short-
term lenders and, thereby, an optimistic scenario of the ability of the firm to meet its short-
term obligations in time. On the other, these point to excess and idle liquidity lying in the
firm, which causes a dent in its profitability. Nevertheless, CBAs have augured well for both
categories of Indian acquiring firms by far their liquidity position is concerned. In other
words, overseas acquisitions have positively and significantly improved the liquidity
condition of first-time, as well as frequent acquirers, such that after executing CBAs, CR has
been noted to be 2.07:1 and 1.70:1 and ATR to be 1.43:1 and 1.36:1 for single and multiple
acquirers, respectively. The obvious reason is that excess liquidity has been used for
financing the overseas expansion activities, thereby, effecting a favourable and significant
change in CR and ATR over different time periods after the acquisition.
CBAs have essentially provided Indian multinational firms with the opportunity to
exploit their excess financial resources in pursuing their internationalisation strategies.
Also, the target firm’s shareholders desire to be compensated in cash for sacrificing their
share of ownership (Rossi and Volpin, 2004). Nevertheless, these companies should exercise
a cautionary approach in their endeavour to use abundant liquidity in overseas operations.
FATR CATR COGSR OER
Pairs forcomparison Mean difference t-value Mean difference t-value Mean difference t-value Mean difference t-value
ratios, 2001–2017
based on efficiency
performance of
Change in
Table 4.
multiple) acquirers
Indian (single and
503
acquisitions
Cross-border
30,4
504
RIBS
Table 5.
Change in
2001–2017
performance of
Indian (single and
based on liquidity
multiple) acquirers
ROA ROCE
Pairs for comparison Mean difference (%) t-value Mean difference (%) t-value
506
RIBS
Table 7.
Change in
2001–2017
performance of
from operations,
Indian (single and
multiple) acquirers
based on profitability
GPM OPM NPM EBITDAM EBITDA/Total assets
Pairs for comparison Mean difference (%) t-value Mean difference (%) t-value Mean difference (%) t-value Mean difference (%) t-value Mean difference (%) t-value
Notes
1. According to this definition, a company is a single (first-time) acquirer, in case it has not
undertaken any cross-border acquisition during the past three or more years immediately
preceding the latest deal; 18 companies undertaking 60 acquisitions lie in this category of single
(first-time) acquirers.
2. Earnings before interest and tax plus depreciation and amortisation.
3. Due to insufficient data pertaining to short-term debt, total external obligations has been
substituted for gross debt (long-term plus short-term debt).
4. Excluding the year of integration.
5. These are also called turnover ratios as they measure the extent with which assets or resources
have been turned or converted into sales.
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RIBS About the authors
30,4 Samta Jain is a Doctoral Scholar in Finance at the Department of Management
Studies, Indian Institute of Technology Delhi, India. She is a dual postgraduate
(MBA and M.Com) in the area of Finance. She has presented a few research papers
at international conferences. Her research focusses on Cross-border M&A, Corporate
Finance and Post-acquisition integration practices. Samta Jain is the corresponding
author and can be contacted at: samtajain.iitd@gmail.com
514
Smita Kashiramka is an Assistant Professor in the area of Finance at the
Department of Management Studies, IIT Delhi. She holds a PhD from Birla Institute
of Technology and Science, Pilani in the area of M&A. She has more than a decade
long academic experience along with a brief corporate experience in the insurance
industry. Her areas of interest include M&A, Financial Markets and Financial
Management. She has published papers in international and national journals of
repute. She has also presented several papers in international peer-reviewed
conferences.
P.K. Jain is an Emeritus Professor of Finance at the Department of Management
Studies at the Indian Institute of Technology Delhi, India. He earlier served as the
Head of the Department of Management Studies. He was Modi Foundation Chair
Professor and Dalmia Chair Professor. He has more than 45 years of teaching
experience in subjects related to Financial and Management Accounting, Corporate
Finance, Financial Analysis and Cost Control. He had taught at the Foundation for
Technical Institute, Basrah and University of Basrah, Iraq. He was visiting faculty
at the University of Paris I School of Management, Asian Institute of Technology,
Bangkok and Howe School of Technology Management, Stevens Institute of Technology, New
Jersey. He has published 10 textbooks and 15 research monographs. He has contributed more than
200 research papers in journals such as Long Range Planning, Journal of Derivatives and Hedge
Funds, Decision Support System, Journal of Advances in Management Research, Vikalpa, IIMB
Management Review, Journal of Financial Management and Analysis, Vision, GIFT Journal, as well
as nearly five dozen papers in national and international conferences. He has also contributed more
than 40 papers to financial/economic newspaper.
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