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To scheme or bid? Choice of takeover method and impact on premium

Author

Listed:
  • Martin Bugeja

    (Accounting Discipline Group, University of Technology, Sydney, Australia)

  • Raymond da Silva Rosa
  • HY Izan

    (University of Western Australia, Australia)

  • Susan Ngan

    (Murdoch University, Australia)

Abstract

In recent years there has been an increasing use of members’ schemes of arrangement to bring about a change in corporate control. This increasing use of schemes has been criticised in public quarters on the basis that unlike takeovers, schemes are not subject to the Eggleston principles and have arguably led to target shareholders receiving lower offer prices. This study provides the first large-sample empirical evidence on differences between schemes and takeovers. We find that the likelihood of the use of schemes significantly increases when target firm ownership concentration is higher and when the bidder has a lower toehold. Scheme usage is also more likely for larger targets and bidders with higher leverage. Consistent with public criticisms of schemes, we find that after controlling for self-selection premiums in schemes are significantly lower than those in takeovers.

Suggested Citation

  • Martin Bugeja & Raymond da Silva Rosa & HY Izan & Susan Ngan, 2016. "To scheme or bid? Choice of takeover method and impact on premium," Australian Journal of Management, Australian School of Business, vol. 41(2), pages 212-243, May.
    • Handle: RePEc:sae:ausman:v:41:y:2016:i:2:p:212-243
    DOI: 10.1177/0312896214565120
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    References listed on IDEAS

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    1. Stulz, ReneM., 1988. "Managerial control of voting rights : Financing policies and the market for corporate control," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 25-54, January.
    2. Stulz, Rene M & Walkling, Ralph A & Song, Moon H, 1990. "The Distribution of Target Ownership and the Division of Gains in Successful Takeovers," Journal of Finance, American Finance Association, vol. 45(3), pages 817-833, July.
    3. Paul Draper & Krishna Paudyal, 1999. "Corporate Takeovers: Mode of Payment, Returns and Trading Activity," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 26(5‐6), pages 521-558, June.
    4. Betton, Sandra & Eckbo, B. Espen & Thorburn, Karin S., 2009. "Merger negotiations and the toehold puzzle," Journal of Financial Economics, Elsevier, vol. 91(2), pages 158-178, February.
    5. Angelo Aspris & Sean Foley & Alex Frino & Robert Faff, 2014. "Does insider trading explain price run-up ahead of takeover announcements?," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 54(1), pages 25-45, March.
    6. G. William Schwert, 2000. "Hostility in Takeovers: In the Eyes of the Beholder?," Journal of Finance, American Finance Association, vol. 55(6), pages 2599-2640, December.
    7. Israel, Ronen, 1991. "Capital Structure and the Market for Corporate Control: The Defensive Role of Debt Financing," Journal of Finance, American Finance Association, vol. 46(4), pages 1391-1409, September.
    8. Raymond Silva Da Rosa & H. Y. Izan & Adam Steinbeck & Terry Walter, 2000. "The Method of Payment Decision in Australian Takeovers: An Investigation of Causes and Effects," Australian Journal of Management, Australian School of Business, vol. 25(1), pages 67-94, June.
    9. Israel, Ronen, 1992. "Capital and Ownership Structures, and the Market for Corporate Control," The Review of Financial Studies, Society for Financial Studies, vol. 5(2), pages 181-198.
    10. Heckman, James, 2013. "Sample selection bias as a specification error," Applied Econometrics, Russian Presidential Academy of National Economy and Public Administration (RANEPA), vol. 31(3), pages 129-137.
    11. Martin Bugeja & Raymond da Silva Rosa & Lien Duong & H.Y Izan, 2012. "CEO Compensation from M&As in Australia," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 39(9-10), pages 1298-1329, November.
    12. Darren Henry, 2005. "Directors’ Recommendations in Takeovers: An Agency and Governance Analysis," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 32(1‐2), pages 129-159, January.
    13. Humphery-Jenner, Mark L. & Powell, Ronan G., 2011. "Firm size, takeover profitability, and the effectiveness of the market for corporate control: Does the absence of anti-takeover provisions make a difference?," Journal of Corporate Finance, Elsevier, vol. 17(3), pages 418-437, June.
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    Cited by:

    1. Faff, Robert & Prasadh, Shyaam & Shams, Syed, 2019. "Merger and acquisition research in the Asia-Pacific region: A review of the evidence and future directions," Research in International Business and Finance, Elsevier, vol. 50(C), pages 267-278.
    2. Millicent Chang & Andrew B. Jackson & Marvin Wee, 2018. "A review of research on regulation changes in the Asia‐Pacific region," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 58(3), pages 635-667, September.

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    More about this item

    Keywords

    Mergers and acquisitions; schemes of arrangements; takeovers;
    All these keywords.

    JEL classification:

    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

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