value creation m&a

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European Journal of Economics, Finance and Administrative SciencesISSN 1450-2887 Issue 19 (2010) EuroJournals, Inc. 2010http://www.eurojournals.com

Determining Value Creation through Mergers and Acquisitions

in the Banking Industry using Accounting Study and Event

Study Methodology

Manu Sharma

Doctor in Finance, SMC University SwitzerlandFaculty: University Institute of Applied Management Science

Panjab University, India

Abstract

This research examines mergers and acquisitions in the United States banking industryinvolving the formation of mega banks. It uses event study methodology and accountingperformance techniques to determine the valuation affects of structural changes that are theresult of the merger. When a merger is announced, it often causes abnormal stock price jumps for both the acquirer and Target Company at or around the date of theannouncement. Acquisitions that concentrate on increasing the diversity of the businessearned the highest abnormal returns. However, other types of mergers neither create nordestroy shareholder value. Stock return alone does not paint the entire picture of the valuecreated by the merger. This research study will assess the mergers using accountingperformance techniques as well as stock price analysis to understand the likelihood that thevalue creation is stable, and not simply reactionary on the part of the shareholders.

IntroductionCreating value is the primary reason for mergers and acquisitions. There are many reasons for wishingto engage in mergers and acquisitions. In some cases, the company might be a good bargain with futurepotential gains. In other cases, one of the companies may be in financial trouble and the merger mightbe a way to fix their predicament. Even a company that is in financial disrepair maybe a good bargainonce the problems are fixed.

Sometimes the backing of a larger company is all that the smaller companies need to return toprofitability. In the case of an acquisition, the purchaser is speculating that the company will be ofgreater value at some future point in time. There are many financially motivated reasons why acompany may choose to merge or acquire another company.

Large scale mergers eliminate competition and secure a greater market share. In some cases, anacquisition may take place so that one company can acquire its competition. Regardless of the primaryreason for the merger or acquisition, one can be certain that at least one company will benefit from it.In many cases, there will be a mutual benefit and the combined company will be more profitable. Somecompanies were created to be sold, providing quick cash revenue for their owners, as opposed to thelong-term gains that are the typical reason for starting a business.

Mergers and acquisitions to create the mega banks are quickly changing the structure of the banking industry in the United States. There are many questions that need to be answered in theformation of an opinion of whether these changes are good or bad. In order to answer this questionthoroughly, one must consider all of the effects of on the various players involved in the merger oracquisition. Shareholder value is only one aspect of value creation.


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62 European Journal of Economics, Finance And Administrative Sciences - Issue 19 (2010)

This study will focus on answering the question of whether mergers and acquisitions create avalue for shareholders of both acquirers and targets in mergers involving major banking corporations.It will examine how shareholders react to potential losses and gains through stock price manipulation.

This research will attempt to answer the question of whether the creation of a mega bank is agood situation for shareholders. This study will focus on five primaries cases to make itsdetermination. It will examine the merger of JP Morgan and Chase Manhattan Corp., JP Morgan Chaseand Bank One, Bank of America and Fleet Boston, Citicorp and Travelers Group Inc. and Pacific

Northwest Bancorp., and Wells Fargo & Co. It will examine the valuation affects that are a result ofthese transactions. It will also examine social capital and the effects of these mergers and acquisitionson the communities in which they are located.

Event Study and Accounting Study ParametersAn Event study uses transactions data from financial markets to predict the financial gains and lossesassociated with newly disseminated information. For example, the announcement of a merger betweentwo firms can be analyzed to make predictions about the potential merger-related changes to the supplyand the price of the product(s) subject to the merger.

Investors in financial markets bet their dollars on whether a merger will raise or lower prices. A

merger that raises market prices will benefit both the merging parties and their rivals and thus raise theprices for all their shares. Conversely, the financial community may expect the efficiencies from themerger to be sufficiently large to drive down prices. In this case, the share values of the merging firmsrivals fall as the probability of the merger goes up. Thus, evidence from financial markets can be usedto predict market price effects when significant merger-related events have taken place.

The majority of previous M&A studies have measured the short-term stock price reaction tomerger announcements applying event study methodology. Results are consistent with regard to thevalue effect on the shareholders of the target firm and on the shareholders of the combined firm. Theshareholders of the bidding firm either lose or slightly benefit from the mergers whereas those of thetarget firm receive large abnormal returns for selling their shares. In most cases, the combinedabnormal return is significantly positive.

But the analysis of the M& A should be performed based on the long term implication of themerger on the shareholders. This necessitates the determination of the period of study which should belong enough after the merger to study its impact on the market. Further the impact should not becontinuation of the pre merger market change. Hence it is necessary to include the pre merger periodalso in analysis so as to avoid any misinterpretation. In our case study we have taken a pre mergerperiod of 2 years and post merger period of 2 years.

The contradiction in the acceptance of the merger by the shareholders can be attributed to anumber of reasons, such as the recent losses of the acquired bank and the difference in managing styleof the two involved organization. This was the case with JP Morgan Chase in a different way. It recentfailure to cop up with a merger of Chase in 2000 was clearly reflected in the merger of Bank One in2004. Further as the event study is dependent on individual shareholder and his perspective of the

financial institution acquired may vary which results in contradictions with the event study. Eventstudies have become pervasive; there has not been a concomitant refinement in their technique. Thespecification of an event study in terms of a system of abnormal returns and, in particular, emphasizesthe possible limitations of using a methodology when misspecification may be present.

But event study generally predicts the shareholders present and future mentality on theacquisition. Further the support of the shareholders for the merger immediately after mergerannouncement results in high returns which help in paying higher dividends. This results in greatersupport of the shareholders on combined firm in the future. This high support was evident withCiticorp which resulted in paying higher dividends by it.


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The accounting technique gives a measure of the assets, revenue and liability of the twoinvolved banks prior to acquisition and the same of the combined firm after the acquisition.Furthermore, accounting studies employ control firms in order to control for economy.

The accounting techniques help in accessing the firms liability and assets for the future. Itgives the total assets available for future investments. It gives a good account of the total returns of themerged organization in terms of equity and thereby helps in accessing the value created by the merger.It gives the real account of the companys fortunes in terms of physical without any consideration for

the market. The companys future in terms of the revenue available for new investments is accessedonly through accounting techniques. But in modern public organization the shareholders supportgreatly the companys future in long term. Hence the accounting technique alone cannot predict thevalue created by the merger.

The partial contradictory results of event studies and accounting studies raise an importantquestion which has remained unanswered until now: Can we freely choose between both approacheswhen analyzing the performance of corporate bank mergers? So far, despite the contradictory results,the two approaches measuring the economic gains of mergers have been employed as substitutes.

In most of previous literatures (Healy, Palepu and Ruback (1992)) they find a great relationbetween the two methods. They find a significant positive relationship between the measures of thetwo and hence they advocate the use of both as substitutes. Both the studies predict the future of the

organization in different terms, former in terms of shareholders support and the latter in terms ofcompanys assets and liabilities.

MethodolgyA convenience sample of 20 quarterly time points in the event window from 2 year prior to the mergerthrough to 2 years after the merger, including the announcement date and the date of completion foreach merger: t = {T1 T20}. The event study methodology will utilize stock market abnormal pricereturns (ASPR) of both the acquiring and target companies to determine if shareholders experienced anabnormal change in stock value, as well as examine the Sharpe Ratio. The accounting performancetechnique will utilize operating cash flows, absolute cash flows as well as returns on equity for both

pre- and post-merger periods.

Event Study Methodology

Measures for the event study methodology will include computations of abnormal stock price returns(ASPR) and cumulative abnormal stock price returns (CASPR) and the Sharpe Ratio (SR).

Abnormal Stock Prices Returns

Abnormal returns (ASPR) are the differences between a single stock or portfolio's performance inregard to the average market performance over a set period of time.

For example if a stock increased by 5%, but the average market only increased by 3%, then the

abnormal return was 2% (5% - 3% = 2%). If the market average performs better than the individualstock then the abnormal return will be negative. The ASPRs will be computed for each time period inthe event window. The cumulative abnormal returns (CASPR) will be calculated over the whole eventwindow of the study for the acquiring banks pre- and post merger, and for the period prior to themerger for the target banks.

The Sharpe Ratio

The Sharpe Ratio, or Sharpe Index, measures the mean excess return per unit of risk in an investmentasset or a trading strategy. The Sharpe Ratio is defined as:


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][

][][

f

ff

RRVar

RRERRES

=

=

whereR is the asset return, Rfis the return on a benchmark asset, such as the risk free rate of return,E[R Rf] is the expected value of the excess of the asset return over the benchmark return, and is thestandard deviation of the excess return (Sharpe 1994). The Sharpe Ratio is used to characterize howwell the return of an asset compensates the investor for the risk taken. When comparing two assets

each with the expected returnE[R] against the same benchmark with returnRf, the asset with the higherSharpe Ratio gives more return for the same risk. The Sharpe ratios for this study will be computed at 2year prior to the merger, the beginning of the event window; at the announcement and 2 years afterthe merger, the end of the event window.

Accounting Performance Techniques

The accounting performance techniques will utilize a return on equity (ROE) as the means to measureprofit; as well as operating cash flow (OCF) and absolute cash flow (ACF). This method will examinethe performance data of the acquirer and the target before the final merger date, which will then beaggregated into a pre-merger measure of the combined firms. A comparison of post-merger performance of the acquirers with the pre-merger measure will provide an idea of whether theperformance of the firms is in alignment with what could be expected (Bild, et al., 2002).

Return on Equity

Return on Equity (return on average common equity, return on net worth) measures the rate of returnon the ownership interest (shareholders' equity) of the common stock owners. ROE is viewed as one ofthe most important financial ratios. It measures a firm's efficiency at generating profits from everydollar of net assets, and shows how well a company uses investment dollars to generate earningsgrowth. ROE is equal to a fiscal year's net income (after preferred stock dividends but before commonstock dividends) divided by total equity (excluding preferred shares), expressed as a percentage.

sEquityckholderAverageSto

IncomeNetROE

'=

ROE is best used to compare companies in the same industry, in this case, banking.

Operating Cash Flows

In financial accounting, operating cash flow (OCF), cash flow provided by operations or cash flowfrom operating activities refers to the amount of cash a company generates from the revenues it bringsin, excluding costs associated with long-term investment on capital items or investment in securities.

OCF = [EBITDA] - Taxes[Earnings before Interest Taxes Depreciation and Amortization].

Absolute Cash FlowsFor the purposes of this study, the absolute cash flows will be computed by summing the cash flowfrom operations, investments and financing measures. This will provide a measure of the net cashin/out for all the time periods in the event window for both the acquiring and target banks pre- andpost- merger.

Data AnalysisA convenience sample of 20 quarterly time points in the event window from 2 year prior to the mergerthrough to 2 years after the merger, including the announcement date and the date of completion foreach merger: t = {T1 T20}. The event study methodology will utilize stock market abnormal pricereturns (ASPR) of both the acquiring and target companies to determine if shareholders experienced an


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abnormal change in stock value, as well as examine the Sharpe Ratio. The accounting performancetechnique will utilize operating cash flows, absolute cash flows as well as returns on equity for bothpre- and post-merger periods.

Descriptive Statistics

The following descriptive statistics are based on the historical data retrieved and computed for thestudy cases. The measures shown in Table 1 are the means and cumulative measures for abnormalstock price returns; and Sharpe ratios computed at time periods T1 (2 year prior to the mergers) and T9(taken at the date of the announcement of the proposed mergers). The Table 2 shows measures for thevariable for Event Study Methodology after the merger. The Table 3 shows Buyer and Target averagemeasures for the variable for Accounting Performance Techniques before the mergers. The Tableshows average measures for the variable for Accounting Performance Techniques after the mergers.

Table 1:

Note: Abnormal returns (ASPR) are computed from the average differences between a single stock or portfolio'sperformance in regard to the average market performance over a set period of time. If the market average performsbetter than the individual stock then the abnormal return will be negative. The cumulative abnormal returns (CASPR)will be calculated over the whole event window of the study prior to the mergers.

Note: The Sharpe Ratio is used to characterize how well the return of an asset compensates the investor for the risk taken.When comparing two assets each with the expected returnE[R] against the same benchmark with returnRf, the assetwith the higher Sharpe Ratio gives more return for the same risk.


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Table 2: Merger/Acquisition Measures for the variable for Event Study Methodology after the merger

Buyer Merged Banks Mean ASPR CASPR

Sharpe Ratio

(T10)

Sharpe Ratio

(T20)

Bank Ind.

Mean ASPR

Bank Ind. Sharpe

Ratio (T10)

Bank Ind. Sharpe

Ratio (T20)

1B: Citi Group-1.32% 12.70% -15.8236 -3.4995 5.83% 0.4114 0.4800

2B: Wells Fargo & Co.-0.25% -0.99% 5.2664 0.1552 3.08% 0.5372 0.4370

3B: JP Morgan Chase1.83% 1.20% -4.6476 21.4012 9.46% 2.7031 0.5250

4B: Bank of America-3.52% -51.77% 7.4924 11.4298 3.66% 0.4739 2.4241

5B: JP Morgan Chase & Co. (Bank One)0.03% -1.01% -3.4121 1.5396 3.90% 0.4488 0.3731

Table 3: Buyer and Target average measures for the variable for Accounting Performance Techniques beforethe mergers

BBuyer,

TTarget Banks MeanROE MeanOCF M eanACF

Bank

Industry

MeanROE

1B: CitiCorp 7.40% 3835 1004 6.00%

2B: WellsFargo&Co. 6.39% 4031 1197 5.84%

3B: ChaseManhattan 8.01% 195 472 6.09%

4B: BankofAmerica 9.41% 3510 1679 7.25%

5B: JPMorganChase&Co.(Bank 4.26% 223 388 6.22%

1T: TravelersGroup 7.32% 796 1610 6.00%

2T: PacificNorthwestBancorp 6.34% 19 5 5.84%

3T: JP

Morgan No

Data No

Data No

Data 6.09%

4T: FleetBostonFinancial 4.73% 3081 1526 7.25%

5T: BankOne 6.25% 1305 2474 6.22% Note: Return on Equity (return on average common equity, return on net worth) measures the rate of return on the

ownership interest (shareholders' equity) of the common stock owners.Note: In financial accounting, operating cash flow (OCF), cash flow provided by operations or cash flow from operating

activities refers to the amount of cash a company generates from the revenues it brings in, excluding costs associatedwith long-term investment on capital items or investment in securities.

Note: The Absolute cash flows (ACF) will be computed by summing the cash flow from operations, investments andfinancing measures. This will provide a measure of the net cash in/out for the time periods in the even window


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Table 4: Merger/Acquisition average measures for the variable for Accounting Performance Techniques afterthe mergers

Buyer MergedBanks MeanROE MeanOCF MeanACF

BankIndustry

MeanROE

1B: CitiGroup 8.26% 2804 4906.59%

2B: WellsFargo&Co. 8.57% 9462 9386.36%

3B: JPMorganChase&Co. 3.50% 11077 1436.39%

4B: BankofAmerica 7.20% 3965 11026.06%

5B: JPMorgan

Chase

&

Co.

(Bank

One) 4.04%

35013 2201

6.01%

The figure 1, figure 2, figure 3, figure 4 and figure 5 shows ASPRs values, Sharpes ratiovalues, ROE Values, OCF Values and ACF values on quarterly basis for Acquirers before and after theMerger. The figure 6, figure 7, figure 8, figure 9 and figure 10 shows ASPRs values, Sharpes ratiovalues, ROE Values, OCF Values and ACF values on quarterly basis for banking industry on quarterlybasis for the same time period before and after the Merger.

Figure 1: ASPRs values for Acquirers before and after the Merger

60%

40%

20%

0%

20%

40%

60%

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20

A

S

P

R

EventWindow

Citi

WFC

JPMorgan

BOA

JPM


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Figure 2: Sharpe Ratios values for Acquirers before and after the Merger

Figure 3: Mean ROE values for acquiring Banks before and after the merger

5.00%

0.00%

5.00%

10.00%

15.00%

20.00%

25.00%

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20

R

O

E

EventWindow

Citi

WFC

JPMorgan

BOA

JPMBank


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Figure 4: OCF values for acquiring Banks before and after the merger

(60,000)

(40,000)

(20,000)

0

20,000

40,000

60,000

1 2 3 4 5 6 7 8 9 1 0 11 12 13 14 15 16 17 18 19 20

O

C

F

EventWindow

Citi

WFC

JPMorgan

BOA

JPMBankOne

Figure 5: ACF values for acquiring Banks before and after the merger

(10,000)

(5,000)

0

5,000

10,000

15,000

20,000

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20

A

C

F

EventWindow

Citi

WFC

JPMorgan

BOA

JPMBank

One


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Figure 6: ASPR values for Banking Industry for comparable period of Acquirers.

20.00%

15.00%

10.00%

5.00%

0.00%

5.00%

10.00%

15.00%

20.00%

25.00%

30.00%

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20

ASPR

EventWindow

BankingIndustryASPRforComparableperiodofAcquriers

BankInd.CitiGroup

BankInd.WellsFargo

BankInd.JPMorgan

BankInd.BOA

BankInd.JPMBank One

Figure 7: Sharpe Ratio values for Banking Industry for comparable period of Acquirers.

0.0000

0.5000

1.0000

1.5000

2.0000

2.5000

3.0000

3.5000

1 2 3 4 5 6 7 8 9 1 0 11 12 1 31 4 15 1 61 7 18 1 92 0

Shar

pe

Ratio

EventWindow

BankingIndustrySharpeRatioforComparableperiodofAcquriers

BankInd.CitiGroup

BankInd.WellsFargo

BankInd.JPMorgan

BankInd.BOA

BankInd.JPMBank One


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Figure 8: Return on Equity values for Banking Industry for comparable period of Acquirers.

0.00%

2.00%

4.00%

6.00%

8.00%

10.00%

12.00%

14.00%

16.00%

18.00%

1 2 3 4 5 6 7 8 9 1 0 11 12 13 14 15 16 17 18 19 20

Return

on

Equity

EventWindow

BankingIndustryROEforComparablePeriodofAcquirers

BankInd.CitiGroup

BankInd.WellsFargo

BankInd.JPMorgan

BankInd.BOA

BankInd.JPMBank One

ConclusionIn this research we have studied the cases of five mega mergers. Our objective is to analyze whetherthese acquisitions pronounced success. We have made an effort to judge the justifiability of merger onthe ground of value creation. In this purpose we have used the two techniques. The first is the eventstudy methodology, for which the target variables are abnormal stock price return (ASRP), cumulativeabnormal stock price return (CASRP) and the Sharpe ratio. The second method is the accounting performance techniques, in which the target variables are return on equity (ROE), an indicator ofprofit, and the cash flow variables such as operating cash flow (OCF) and absolute cash flow (ACF).The definitions of the aforesaid variables are given in the research methodology.

Findings from the results of accounting study methodology (deferential statistics) show that thefor the sample of mergers and acquisitions of the five mega-banks analyzed in this study, significantvalue was created for Citigroup, Wells Fargo and BOA where as no significant value was created inboth the JP Morgan Chase mergers including JP Morgan and Bank One.

Here the event study methodology tend to differ from accounting study methodology as eventstudy has shown that value creation didnt happen for any of the mergers where as accounting studyhas shown that the value creation did happen for three out of the five mergers studied.


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