[雙語(yǔ)翻譯]跨國(guó)并購(gòu)?fù)馕姆g--跨境并購(gòu)和違約風(fēng)險(xiǎn)（英文）

1、Cross-border mergers and acquisitions and default riskHardjo Koerniadi a,?, Chandrasekhar Krishnamurti b, Alireza Tourani-Rad a,1a Auckland University of Technology, Private Bag 92006, Auckland, New Zealand b University

2、of Southern Queensland, Toowoomba, QLD 4350, Australiaa b s t r a c t a r t i c l e i n f oArticle history:Received 19 March 2015Received in revised form 9 July 2015Accepted 4 August 2015Available online 13 August 2015JE

3、L classification:G34G32M14Keywords:Cross-border mergersDefault riskIdiosyncratic riskWe examine the impact of cross-border mergers on acquirers' post-merger default risk using a sample of 375 USacquiring firms from 1

4、997 to 2011. After controlling for cultural, institutional, geographic and managerial factorsbetween the US and target firm countries, we find that on average, cross-border transactions decrease the level ofdefault risk

5、of the acquiring firms. Our results are consistent with the asymmetric information hypothesis thatmanagers take advantage of the overvaluation and volatility of their stock prices. We also observe that the geo-graphic di

6、stance and industrial relatedness play significant roles in affecting post-merger default risk but findlimited evidence indicating the relevance of institutional environments and cultural factors on changes in defaultris

7、k. Managers use cross-border mergers to manage the extant risk of their firms. However, their incentives to usecross-border mergers to manage risk are mitigated by option compensation.© 2015 Elsevier Inc. All rights

8、 reserved.1. IntroductionIn recent decades, with the acceleration of global financial market in-tegration, mergers and acquisitions (M they further find sup-port for the notion that private benefits by managers, due to a

9、n increaseInternational Review of Financial Analysis 42 (2015) 336–348? Corresponding author at: Department of Finance, Auckland University of Technology,Private Bag 92006, Auckland 1142, New Zealand. Tel.: +64 9 9219999

10、x5042.E-mail addresses: hkoernia@aut.ac.nz (H. Koerniadi),chandrasekhar.krishnamurti@usq.edu.au (C. Krishnamurti), atourani@aut.ac.nz(A. Tourani-Rad). 1 Alireza Tourani-Rad acknowledges the financial support by the Czech

11、 ScienceFoundation as part of the project no. 14-02108S “The nexus between sovereign and bankcrises”.http://dx.doi.org/10.1016/j.irfa.2015.08.0091057-5219/© 2015 Elsevier Inc. All rights reserved.Contents lists avai

12、lable at ScienceDirectInternational Review of Financial Analysisliterature that the composition of managerial compensation packagecould influence takeover decisions (Cai Harford Erel et al., 2012). Firms with overvalue

13、dstock prices are more prepared to undertake riskier acquisitions. Suchovervaluation has shown to influence post-merger acquiring firms'returns (e.g., Dong et al., 2006; Shleifer Travlos, 1987).2.3. Cross-border sou

14、rces of riskThere could be cross-border sources of risk arising froma) geographic distance, b) cultural differences and c) governance differ-ences between the bidder and target countries. We consider geographicdistance b

15、etween the acquirer and target countries to have impact oncross-border activities. It is generally accepted that, holding other thingsequal, the closer the distance between the two countries, the more bilat-eral trades a

16、nd financial transactions between the two countries. Uysal,Kedia, and Panchapagesan (2008) investigate the impact of geographicproximity on the acquisition decisions of US firms and find that returnsto acquiring firms in

17、 local transactions are more than twice that in non-local transactions. The higher return to local acquiring firms cannot beexplained by related industry transactions, and appears to be relatedto information advantages a

18、rising from the geographic proximity. Erelet al. (2012) also investigate the same issue in a cross-border context,and report a role for geographic distance in that the probability of ac-quiring a firm in a nearby country

19、 is much higher than that in a remotecountry. In the context of cross-border deals, we expect that the prox-imity of acquiring and target countries should have an impact on post-merger default risk.Next, it has been show

20、n that cultural norms do influence financialdecision making of individuals, including cross-border takeovers.Frijns, Gilbert, Lehnert, and Tourani-Rad (2013) show that there is a di-rect link between cultural norms and c

21、orporate takeover activities andthat firms from high uncertainty avoiding countries engage less incross-border mergers. Similarly, Ahern, Daminelli, and Fracassi (2015)examine the role of national cultural values on the

22、pattern of cross-border merger activity and the potential gains they create. They reporta strong negative relationship between cultural distance and the vol-ume of cross-border merger activity between two countries. Part

23、icular-ly, the greater is the cross-country difference between the valuesof trust, hierarchy and individualism, the smaller is the cross-bordermerger volume. Erel et al. (2012) however, report marginal impact ofculture a

24、s a determinant of cross-border mergers. Overall, these worksare consistent with the view that higher level of cultural differencesmay impose costly frictions on firms leading to fewer mergers. In thecontext of cross-bor

25、der mergers, we expect cultural variables such asuncertainty avoidance to have an impact on post-merger default risk.Prior research also provides clear indication that the differences be-tween bidders' and targets

26、9; corporate governance aspects, legal andinstitutional environments, and the level of financial market develop-ment where the two firms are located are important features thatcould affect post-merger performance (see, e

27、.g., Rossi Martynova Burns, Francis, Bris Francis, Hasan, & Sun, 2008). The resultsbased on the extant literature generally support the view that nationalcorporate governance regulation has a significant impact on

28、 cross-border takeovers. In particular, firms from countries with weak corpo-rate governance regulation are more likely to carry out take-over abroadrather than domestically. Firms located in the countries with strong co

29、r-porate governance regime, especially in the form of high minorityshareholder protection, are more likely to acquire firms abroad. Similar-ly, strong creditor protection in the home country has shown to have apositive e

30、ffect on international takeover activities. In the context ofpost-merger default risk, we expect differences in institutional qualityto have a bearing with a transfer of risk from low institutional qualitycountries to th

31、e acquirers and vice versa. This aspect of risk transferfrom targets to acquirers of differing institutional quality has not beenexamined in the literature.We use these insights from prior work to motivate the choice of

32、var-iables in our empirical tests.3. Data and measurement3.1. Data sources and variablesWe collect cross-border mergers data from Zephyr as well as Securi-ty Data Corporation (SDC) Mergers and Corporate Transaction data-

33、bases. Following Furfine and Rosen (2011), we select only completedeals with minimum ownership of 90%, cash and shares acquisitionand mergers in non-financial and non-utility industries for the periodfrom 1997 to 2011. W

34、e obtain the announcement dates, types of pay-ment and industry of acquirers and target firms. We also require thetime elapsed between announcement date and completed date to benot longer than one year (Furfine & Ros

35、en, 2011). Firm financial dataare obtained from Osiris database and stock return data as well as indus-try cash flow data are collected from Datastream. We use data from Osi-ris and Datastream to construct proxies for id

36、iosyncratic risk (VOL),valuation errors (RUNM and M/B ratio), leverage (LEV), market value(MKTVAL) and differences in industry risks (DIFF). We obtain data oncountry level governance and accounting standards including th

37、e re-vised antidirector index (ANTIDIR), country of origin (ORIGIN), timeto collect bounced checks (CHECK), stock market development(STOCKMKTDEV), prospectus disclosure index (DISC), periodic fillingindex (DISCFIL) and e

38、nforcement index (ENFORCE) from Djankov, LaPorta, Lopez-de-Silanes, and Shleifer (2008). We acquire data on nation-al culture (UAI) from Hofstede's website. Following Erel et al. (2012),we calculate the distance betw

39、een capital cities of a country pair(GEO) from mapsofworld.com. After merging these samples anddropping the missing observations, we winsorise all the independentvariables at the 1% and 99% levels of their values to miti

40、gate the effectsof outliers. Our final sample consists of 375 firm year observations.3.2. Summary statisticsTable 1 shows the overview of the cross-border merger sample bythe year and geographic distribution. From Panel

41、A, it can be observedthat the total deal value has increased drastically over the sample peri-od, from US$ 3779 million in 1997 to more than US$ 27,687 million in2011, with some variations in between. The average deal va

42、lue peryear shows less variation, with 1999 being an exception which is a re-sult of one major transaction by Wal-Mart Stores Inc. In Panel B, wecan observe the geographical distribution of merger deals over the sam-ple

43、period. Generally speaking, the number of mergers increases contin-uously over years from 1997 to 2011, with a slight drop in 2008 whichcould be due to the effects of the global financial crisis. The majority of338 H. Ko