Читать книгу Applied Mergers and Acquisitions - Robert F. Bruner - Страница 116

1 1. In theory, the value of outbound M&A from the United States should not exceed outbound foreign direct investment. A close comparison of the exhibit will show that in some years this is not true. Most likely this anomaly is due to differences in the timing and value of flows of the two different series of information. But the qualitative point remains that M&A accounts for the bulk of foreign direct investment into and out of the United States.

2 2. A discussion of the UNCTAD finding is given in Dunning (1998). This is consistent with the findings of Pereiro (1998), who found that acquisitions account for 52 percent of all private foreign direct investment in Argentina from 1991 to 1997.

3 3. This is the thesis of Bleeke and Ernst (1996), who argue that many strategic alliances are de facto sales. Their clinical research on joint ventures and alliances revealed that many were founded on a belief that the business unit could not survive alone and, in effect, required at least partial ownership by an ally. They noted that frequently these partnerings end in a complete sale of the unit by the former parent.

4 4. Conn and Nielsen (1990) found that horizontal and vertical acquisitions represent 60 percent of deals for U.S. acquirers and 70 percent of deals for U.K. acquirers. Eun et al. (1996) found that 75 percent of foreign firms acquiring into the United States were buying into related businesses.

5 5. Conn and Nielsen (1990) found that 97 percent of U.S. acquirers and 93 percent of U.K. acquirers paid with cash. Ceneboyan et al. (1992) found that foreign buyers into the United States favored cash deals (85 percent), compared to 46 percent for domestic U.S. buyers.

6 6. Euroland includes 11 countries (Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal, and Spain), which adopted the euro as a common currency on January 1, 1999. Within the European Community, other agreements commit members to open borders and to the alignment of tax and regulatory policies. The North American Free Trade Agreement (NAFTA) embraces Canada, Mexico, and the United States with reductions in trade barriers and tariffs.

7 7. Hostile bids contemporaneous with the formation of the EMU included:Olivetti’s hostile bid for the leading Italian telecommunications firm, Telecom Italia, the sixth-largest telephone company in the world. Olivetti’s financial advisers were Italy’s Mediobanca and three American firms: Donaldson, Lufkin & Jenrette; Lehman Brothers; and Chase Bank. Instituto Mobiliare Italiana and three American firms advised Telecom Italia: J. P. Morgan, CS First Boston, and Lazard. Olivetti’s bid was denominated in euros and would be financed by the issuance of a “megabond” on the euro capital markets worth $15 billion.Luxury-goods manufacturer LVMH Moet Hennessey Louis Vuitton’s “creeping takeover” of Gucci. This contest featured a variety of legal maneuvers and antitakeover defenses.Banque Nationale de Paris’ hostile bid for both Societe Generale and Paribas, which would create the largest financial institution in the world, with assets of more than $1 trillion. In the outcome, BNP successfully acquired Paribas and a one-third interest in Societe Generale.North America witnessed hostile transactions across NAFTA members that might not have been possible before the formation of the trading bloc:In 1999, Grupo Mexico successfully mounted an unsolicited offer for the U.S. copper producer Asarco, snatching the target from the U.S. bidder, Phelps Dodge.American Airlines and Onex, a U.S. private equity investment firm, made an unsolicited offer for Air Canada.

8 8. See Vernon (1974), Kindleberger (1969), Caves (1971), Buckley and Casson (1976), Magee (1976), and Dunning (1988).

9 9. See Caves (1971) and Magee (1976).

10 10. For discussions about global tax arbitrage by corporations, see Lessard (1985), Lessard and Shapiro (1983), and Rutenberg (1985).

11 11. Harris and Ravenscraft (1991) found that changes in U.S. tax laws are not related to cross-border acquisition returns. Dewenter (1995) found no relationship between U.S. tax regime changes and cross-border M&A activity. However, Servaes and Zenner (1994) did find significant variation in returns to investors based on changes in tax laws. Manzon, Sharp, and Travlos (1994) found that cross-border acquisition announcement returns are not related to tax differences between the buyer and target country.

12 12. The recent literature on emerging markets integration lends rich insight into the sources of variability in returns, volatilities, and correlations. See, for instance, Bekaert and Harvey (1995, 1997), Bekaert, Erb, Harvey, and Viskanta (1997), Bekaert, Harvey and Lumsdaine (2002), Wurgler (2000), and Errunza and Miller (2000).

13 13. Agmon and Lessard (1977) find evidence that MNC betas reflect international involvement well. In contrast, Jacquillat and Solnik (1978) and Senchak and Beedles (1980) conclude that the effect of international diversification on a firm’s beta is less than direct, or at least nonlinear.

14 14. To diversify across global industries is to base portfolio allocations on industry choice first and then to pick the most attractive stocks within the industry, irrespective of country.

15 15. See, for instance, Lessard (1976), Solnik (1976), Solnik and de Freitas (1988), and Grinold, Rudd, and Stefek (1989).

16 16. Regarding findings about the rising influence of industry in explaining the cross section of global investing returns, see Diermeier and Solnik (2001), Cavaglia, Brightman, and Aked (2000), and Lombard, Roulet, and Solnik (1999). Studies that support the continued dominance of country choice include Heston and Rowenhorst (1994), Rowenhorst (1999), Kritzman and Page (2002), Gerard, Hillion, and de Roon (2002), and Isakov and Sonney (2002).

17 17. Tobin’s Q is measured as the ratio of market value divided by book value.