Does private equity create wealth?

Here's a recent paper by Masulis and Thomas (Prof's of Finance and Law at Vanderbilt) posted on SSRN that has a look at the issue.

Abstract:

Private equity has reaped large rewards in recent years. We claim that one major reason for this success is due to the corporate governance advantages of private equity over the public corporation. We argue that the development of substantial derivative contracts and trading has significantly weakened the governance of public corporations and has created a need for financially sophisticated directors and much closer supervision of management. The private equity model delivers these benefits and allows corporations to be better governed, creating wealth gains for investors.

Merger activity in Australia in 2007

Here's an essay on Australian M&A activity in 2007.

Total M&A activity in Australia grew from USD$108 billion in 2006 to USD$133 billion in 2007. Surprisingly, Australia's M&A activity over 2007 was the highest amongst the Asia-Pacific economies, followed closely by Japan with M&A deals worth USD$124 billion

St George Westpac takeover

Seems not all St George shareholders are happy with Westpac's proposed takeover. Here's one of the major shareholders, Orion Asset Management's Dushko Bajic, reported in The Oz.

St George had not indicated its opinion of its value. "I find it frightening that the board has not identified its own valuation of St George as a stand-alone entity. How can you be sure of the value of Westpac's scrip and, even more outlandishly, the value of a merged St George/Westpac scrip, when you haven't established your own valuation of your own stock?

"And by the way, it's not good enough to draft in an independent expert after the event -- you've already set the goalposts," he said.

Seems a fair complaint. Note though that simply providing an independent expert's report will not solve everything. See prior posts here.

Tax implications for takeover targets

A couple of colleagues (Martin Bugeja and Ray da Silva Rosa) have a paper examining the impact of the change in tax treatment of capital gains in takeovers. From the abstract:

Prior to December 1999, shareholders that sold their shares into Australian takeovers have been taxable on capital gains irrespective of the form of payment. Subsequent to this date shareholders can elect to rollover gains when equity is received as consideration. We examine the effect of this regulatory change on the association between target shareholder capital gains and both takeover premiums and shareholder wealth. Inconsistent with the target shareholder taxation being important the results indicate that target shareholder capital gains are unrelated to takeover premiums and target firm abnormal returns. Additionally, we find that cash consideration increases target shareholder returns for reasons other than taxation.

SSRN link.

Value in mergers?

Where do the value in mergers come from? Here's a paper that has a crack at answering it.

We estimate that tax savings contribute only 1.64% in additional value, while operating synergies account for the remaining 8.38%. Operating synergies are higher in focused mergers, while tax savings constitute a large fraction of the gains in diversifying mergers. The operating synergies are generated primarily by cutbacks in investment expenditures rather than increased operating profits. Overall, the evidence suggests that mergers generate gains by improving resource allocation rather than by reducing tax payments or increasing the market power of the combined firm.

Mergers - how long till the benefits are realised?

We spoke in class this week about the time it might take for merger benefits to be apparent. This is relevant when trying to value any merger or takeover 'synergies', as well as when trying to 'measure' the benefits of mergers or takeovers (using say financial statement data). According to this article, the retail expert Wesfarmers has brought in to advise on the Coles merger thinks turnaround time will be at least 5 years. That seems reasonable to me.

Mergers and capital gains tax

We were talking in class this week about the tax implications of using cash vs shares in a takeover. Looks like the relative advantage of using shares (i.e., the deferring of a capital gains tax liability) is under threat. Jane Shultz in The Oz writes:

TAX experts expect a major slowdown in takeover activity due to a controversial change in tax law, despite the federal Government yesterday tweaking its announcement in a move likely to save the demerger of James Packer's Publishing & Broadcasting Ltd.

On Friday, Revenue Minister Peter Dutton suddenly announced changes to the tax consolidation regime that significantly increased the amount of capital gains tax payable when assets bought in a scrip-based takeover were on-sold.

Mergers, and Sovereign Wealth Funds

We've discussed in class this week the fact that regulatory requirements can limit merger and acquisition activity. The sorts of regulators involved are the competition regulator (ACCC) and the Foreign Investment Review Board (FIRB). The Group of 7 are currently considering a proposal to limit the investment activities of so-called Sovereign Wealth Funds (i.e., countries, especially those like Singapore and China, who are amassing extremely large amounts of money). Let's keep an eye on this...

Link to Australian article.

UPDATE (19/10/07): I didn't mention the Takeovers Panel (hey, check out the 'old-school' website feel) as one of the relevant regulatory bodies, but should have. One of their current tasks is to decide whether Pallinghurst or Palmary should end up owning Consolidated Minerals. Bryan Frith article on this here.

Wesfarmers and value creation

How will Wesfarmers make money out of buying Coles? Only by selling off part of the business, according to Paul Kerin in The Australian. A good article to read about trying to realise synergies in corporate acquisitions.