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인수합병 공시가 인수기업의 주주에 미치는 영향

  • 강효석 한국외국어대학교 경영학과 교수
  • 김성표 삼성경제연구소 수석연구원
본 연구는 외환위기 이후의 기업 인수합병 공시가 인수기업의 주주에 미치는 영향과 그 결정요인에 대하여 실증 분석하였다. 기존연구의 미비점을 보완하기 위해 우회상장을 표본에서 제거하는 한편 합병 외에 주식취득과 영업양수 방식에 의한 인수합병을 분석대상에 포함시킴으로써 표본의 동질성과 규모를 충분히 확보하고자 하였다. 2000년부터 2008년 상반기까지 이루어진 396개의 인수합병 표본을 대상으로 분석한 결과 인수기업 주주는 공시시점에 5.9%(CAR(-5, 1))의 초과수익률을 얻은 것으로 측정되었다. 또한 인수합병 수단, 다각화 인수합병 여부, 계열기업 간 인수합병 여부 등 인수합병의 유형별 분류와 인수기업의 규모 등은 공시 초과수익률 결정에 일관되게 중요한 영향을 미쳤다. 즉, 합병과 주식취득보다는 영업양수가, 관련 인수합병보다는 비관련 인수합병이, 계열보다는 비계열 인수합병에서, 그리고 인수기업이 소규모일수록 누적초과수익률이 유의적으로 더 높았다. 그러나 대금결제 방식에 따른 시장반응의 차이는 실증적으로 확인할 수 없었다.
인수합병; 영업양수; 주식취득; 공시효과; 다각화 합병; Merger; Acquisition of Business; Acquisition of Stock; Announcement Effect; Diversifying Acquisition

The Effect of M&A Announcements on Acquiring Firms’ Shareholders

  • Hyosuk Kang
  • Sungpyo Kim
This study examines a large sample of M&As conducted in Korea since the financial crisis in late 1990s in order to investigate how announcement returns to acquiring firms differ among various types of acquisitions. We adopt the term ‘acquisition types’ inclusively: the legal procedures, intended goals, payment methods, and acquirer’s financial characteristics such as firm size. We try to get the sufficient sample size by including ‘acquisition of business’ and ‘acquisition of stock’, as well as ‘merger’ in our sample M&A firms. However, we exclude from our sample the backdoor listings that are fundamentally different from ordinary M&As in order to enhance the sample homogeneity. Most of existing empirical studies fail to distinguish backdoor listings from ordinary M&As in sample selection. In our preliminary analysis, the announcement returns of backdoor listings are estimated to be larger by more than twice the size of ordinary M&As. Based on the final sample of 396 acquisitions announced and completed by non-financial companies listed in the Korea Exchange (KRX) from January 2000 to June 2008, acquiring firms’ short-run stock performance (CARs) during the announcement period is examined to see if the market’s initial reaction is affected by such facts as: whether the transaction is a merger or acquisition; whether the acquisition is a diversifying or affiliated one or not; and whether the acquiring firm is large or small. Abnormal returns are measured using both the market adjusted and the market-model adjusted approaches, whose outcomes are basically similar. We perform our analysis both in a univariate setting and in a multivariate framework in which we control for other factors that may affect acquirer announcement returns. Our major findings are as follows. First, acquiring shareholders consistently earn positive abnormal returns for as long as 10 days prior to the announcement date, i.e., the date of decision by a board of directors. However, stock prices behave efficiently, showing seldom abnormal returns after the announcement date. Consequently, their CARs(-5, 1), on average, amount to 5.9%, statistically significant at the 1% level. The positive announcement effects on acquiring firms are more evident in domestic studies than those in foreign studies while the results are consistent with the empirical evidences of existing domestic studies. Furthermore, shareholders of firms in acquisitions of businesses earn positive abnormal returns (CARs(-5, 1)) of 11.1%, while those in abnormal returns to mergers and stock acquisitions are only 5.3%. The difference between these two is statistically significant. Second, acquirers of diversifying acquisitions significantly outperform in shareholders’ abnormal returns relative to acquirers of non-diversifying acquisitions. Although it has been commonly argued that non- diversifying acquisitions increasing the concentration of core business are more likely to create firm value, our empirical evidence supports the opposite. Our result seems to indicate that the stock market of the current decade values highly developing a new business area for the future growth through diversifying acquisitions. Third, acquirers of non-affiliated mergers significantly outperform in shareholders’ abnormal returns relative to those of affiliated mergers, both the acquirer and the target owned by the same major shareholder. The result is consistent with existing empirical findings, suggesting that affiliated mergers are usually initiated by corporate headquarters which have intention to remedy their ailing subsidiaries through mergers with better performing subsidiaries. Accordingly, shareholders of acquiring firms, namely well-performing subsidiaries, react negatively to the announcement of affiliated mergers. Fourth, we find the size effect on M&A transactions, which implies that announcement returns are inversely related with the acquirers’ firm size when measured in total assets and the market value of equity. The size effect is significant and robust in all the variations of regression models. However, the acquiring firm’s financial ratios measured prior to the year of merger completion such as free cash flow, debt ratio, book to market ratio, and profit margin do not have any significant effects on announcement returns. The targets’ financial data such as firm size and operating performance are not meaningfully related with the acquiring shareholders’ returns either. Lastly, it is commonly expected that announcement returns of acquisitions with stocks are less than those of cash acquisitions since acquiring firms would pay for their acquisitions with stocks when those stocks are overvalued and cash when they are undervalued. Although the extant foreign literature documents significant relations between the form of acquisition payment and announcement returns, we find no evidence that the method of payment conveys information about the acquirer’s firm value. Typically in Korea, all stock-financed acquisitions correspond to mergers as the legal forms of acquisitions, whereas all cash-financed acquisitions are of acquisitions of either stocks or businesses. Thus, it is possibly conjectured that the effect of payment methods is veiled by the legal forms of acquisitions.