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RESEARCH

includes research articles that


Predicting Acquisitions in India
focus on the analysis and
resolution of managerial and Parama Barai and Pitabas Mohanty
academic issues based on
analytical and empirical or
case research

Executive Statistical models for predicting takeover targets by using publicly available infor-
mation, specifically historical accounting information, has attracted considerable
Summary academic endeavour. These empirical studies draw from the stylized fact that has
unequivocally emerged from literature on performance of mergers and acquisitions:
that target firms gain abnormal returns when a takeover announcement is made.
Hence, it has been hypothesized that early prediction of takeover targets can stimu-
late strategic trading that can consistently ‘beat the market’, and make abnormal
returns. While it has now been generally proven that such a strategy cannot succeed
within semi-strong efficient markets, attempts continue to construct such prediction
models to identify potentially valuable firms that can at least provide higher returns
under a new management with synergistic propositions. Besides, the characteristics
identified by a robust model are also used for preliminary exploration for a poten-
tially good target by acquirers.

Following this strand of literature, this paper builds a prediction model for acquisi-
tion targets in India using logistic regression. For the estimation of the logistic re-
gression, 122 target firms of acquisitions during the three year-period from 2002 to
2005 were considered, and matched with non-acquiring, non-target firms that had
similar promoters’ holdings and belonged to the same industry as the target. Results
from logistic regression indicate that, a typical target is inherently strong with high
growth and large free cash flow, in spite of high debt levels, but encumbered by an
inefficient management, who are probably disciplined by takeover market. Tradi-
tional determinants of US and UK studies, viz., size and growth-resource imbalance
are not significant in the Indian context.

Methodological care was taken at various steps to avoid known biases. Estimation
period was taken for a modest three year period rather than a longer period to en-
KEY WORDS sure minimal changes in the macro-economic landscape that might have a bearing
on the target characteristics. Further, both raw accounting ratios, and industry ad-
Acquisition justed ratios were used to account for non-normality of such data. To build the pre-
Prediction diction model, cut-off values were calculated using two methods, one that minimized
statistical errors and another that maximized returns; again, the latter was found to
Promoter Holding
be superior. Finally, the prediction model was tested on an out-of-sample database
Industry Relative Ratio of acquisitions that took place during 2005-2006 and was found to yield prediction
Cut-off Calculation accuracies up to 91 per cent.

VIKALPA • VOLUME 37 • NO 3 • JULY - SEPTEMBER 2012 29


T
he decision to acquire a company is an invest- higher are the chances of takeover. But, higher returns
ment decision, similar to any capital budgeting imply a good management, and the market for corpo-
process. Justification of this decision, therefore, rate control is not expected to punish them. Kumar and
will necessarily be grounded on financial forecasts. Be- Rajib (2007) studied the characteristics of targets firms
sides, while scouting for a firm, the single largest source in India, and documented that historical growth in sales
of information about the firm would be its audited fi- is an important indicator. Misra (2009) examined target
nancial reports. Thus, existing financial characteristics firms in the Indian food and beverages industry and
of the firm ought to have a strong bearing on the acqui- found that trading volume in the year of acquisition and
sition decision. It is with this rationale that a large body the ratio of dividend to net profits were significant vari-
of literature has evolved, wherein attempts have been ables that define a typical target in that industry. In the
made to predict takeover targets from published finan- few studies made on the Indian milieu, there has been
cial data. no conscious attempt to include any distinctive feature
that characterizes the Indian market for corporate con-
The motivation behind the endeavour to predict take-
trol. Further, while some of these studies build logistic
over targets is twofold. One is to test hypotheses regard-
regression models (e.g., Kumar & Rajib, 2007; Misra,
ing which characteristics of a firm render it attractive to
2009) with different explanatory factors, we extend that
a raider, and thus, susceptible to takeover attempts. approach and judge the forecasting ability of that model
These hypotheses stem from various motives that have as suggested by Palepu (1986). Accordingly, in our pa-
been proposed in the literature to explain takeovers. The per, we not only build a logistic regression model that
other motivation behind predicting takeover targets is informs us which variables characterize target firms in
to ‘beat the market’, and invest in targets which are very India, but we also endeavour to make it a genuinely pre-
likely to be acquired. Since it is commonly known that a
dictive model by empirically determining what would
takeover announcement leads to increase in share prices
be the cut-off values of our model that would enable the
of the target, such investment before the market can re-
user ascertain a firm’s potential attractiveness as a tar-
sult in abnormal returns.
get. We also test it on an out-of-sample set of acquisi-
However, most of these studies were made on the ac- tions to verify to what extent our model is able to predict
quisition scenario of the US and the UK. Prediction of potential targets.
takeover targets in the Indian context has been few and
This study has three objectives. Firstly, it is intended to
far between. This is surprising, since M&A is a growing
build a model of takeover likelihood and investigate
phenomenon in India and other developing economies, which characteristics of Indian firms make them attrac-
and identifying a potential target firm ought to become tive as potential targets. These characteristics were cho-
an area of great research interest to various stakeholders sen from empirical precedent and theoretical hypotheses
involved in acquisition activity – the acquirers, the tar- developed in the US and the UK. Given the unique re-
gets themselves, investment bankers, and the policy sults reported by previous studies on Indian takeovers,
makers. The few empirical analyses with Indian takeo-
this study can add to the evidence and provide some
ver data have thrown up interesting observations that
insights. Secondly, following Barnes (1990), this study
would warrant further investigations. For example,
works with both firm-specific financial data and indus-
Pawaskar (2001) reported that target firms were smaller try relative data and explores whether the latter im-
in size (expressed as total assets) than the industry, but proves the model. The reason behind the superior
so were the acquiring firms. Also, target firms had sig- performance of one type of data over the other will be
nificantly lower liquidity (current ratio) than industry, explored. This exercise will also help shed light on
as well as low growth in assets. Yet, it is well known whether industry relative ratios are more preferable than
that, if a firm has low growth prospects, a potential ac- regular financial data in general. Finally, this study aims
quirer would be interested in it only if it is rich in re-
to find the superiority between two methods1 suggested
sources, like high liquidity position. In another study,
Panigrahi (2004) found expected returns to sharehold-
1 Empirical research suggests two methods to estimate the cut-off prob-
ers to be a significant factor positively related to takeo- ability, namely, one that minimizes statistical errors and one that maxi-
ver likelihood, i.e., higher the returns to shareholders, mizes returns. We discuss these two methods in detail.

30 PREDICTING ACQUISITIONS IN INDIA


in the literature to determine the cut-off probability that prediction studies. While he justified the use of non-ran-
is used for classification of firms into targets and non- dom sampling for model estimation because of economet-
targets. ric reasons, where equal number of targets and non-
targets are chosen, he showed that the true acquisition
While fulfilling the above objectives and building a pre-
probability would differ from the estimated probability
diction model in the Indian context, this study incorpo-
by a constant amount. For prediction, he stressed the
rates a unique feature of the Indian takeover situation.
use of a sample that resembles population as closely as
In Indian companies, average promoter holdings have possible.
declined from 50.6 per cent in 2004, to 49.5 per cent in
2005, to 48.5 per cent in 2006. Even then, these figures Some researchers questioned the logic behind taking a
are much higher than the 35 per cent ownership hold- large estimation period. Bartley & Boardman (1990) ar-
ings in other emerging markets, and 25 per cent in de- gued that takeovers considered for estimation should
veloped markets (Kamath, 2006). In spite of such high span three years, to avoid effects of the changing macro-
promoter’s holdings, takeovers abound in India. Given economy. Barnes (1990) suggested using an estimation
that high ownership concentration deters takeovers and period of one year alone, and using the next financial
thus, significantly affects the dynamics of the market year as the prediction period. His logic was that distri-
(Jensen & Ruback, 1983), it would be logical to remove butional parameters of financial ratios vary over time,
the effect of such an influential factor on the takeover and hence, any probability of takeover obtained using
probability. It is with this purpose in mind that a choice- such ratios would also be a function of time.
based estimation sample is used in this study wherein
On the subject of data attributes, the assumption of nor-
non-targets are chosen by matching ownership struc-
tures with targets in the same industry. mality is generally violated with financial data; this could
be avoided using industry relative ratios, a conclusion
The results follow most of the wisdom obtained from reached by Barnes (1990) and Platt & Platt (1990). Bartley
the existing literature. Industry relative ratios are found & Boardman (1990) demonstrated that predictions could
to have greater explanatory power of the likelihood be improved by replacing historical cost data with in-
model. Also, the maximization of returns method pro- flation adjusted data. Palepu (1986) and Ooghe, Langhe
posed by Powell (2001) to calculate cutoff probability & Camerlynck (2006) controlled for industry trends by
was found to yield higher target concentrations in the subtracting industry mean or median values from the
predicted portfolio than the minimization of error firm-specific data. Alleging that this method ignores the
method suggested by Palepu (1986). However, the na- different distributional characteristics of each industry,
ture of targets differed widely from that of targets in the Cudd & Duggal (2000) recommends dividing those de-
US- and UK-based studies. While size did not turn out viations by respective industry-specific standard devia-
to be a strong determinant, inefficient management did tions. Powell (1997; 2004) also recommended the use of
emerge as significant. Also, the typical target was found industry-weighted financial ratios to maintain stability
to be intrinsically robust with high growth potential. across time and industries.

LITERATURE OVERVIEW Definition of targets and non-targets vary in the literature.


Most studies consider only the subjects of successful
The literature on this topic exhibits three distinct points takeovers as targets; subjects of unsuccessful takeovers
of focus: (a) the methodological issues in building a ro- are classed as non-targets. Belkaoui (1978) and Barnes
bust predictive model, (b) the characteristics of target (1998) consider all firms that have been the subject of
firms that are found to affect takeover considerations, takeover attempts within the estimation period, irrespec-
and (c) the extent of abnormal returns that could have tive of the attempt’s success. However, Bartley &
been generated with these models. Boardman (1990) contend that, firms that face invest-
ment attempts exceeding 5 per cent of ownership are
Methodological Issues targets and cannot be included as non-targets. The 5 per
Palepu (1986) undertook a clean-up activity in terms of cent mark stems from the 5 per cent threshold at which
correcting methodological flaws committed by previous disclosure norms are invoked in the US as per Securities

VIKALPA • VOLUME 37 • NO 3 • JULY - SEPTEMBER 2012 31


and Exchange Commission. As per the Indian regulator equal and the cut-off probability ought to minimize the
(Securities and Exchange Board of India), however, the overall sample error rate. However, the penalty for
corresponding threshold is 15 per cent, since investment misclassification of a non-target firm ought to be smaller
below that cannot be deemed as controlling ownership than the penalty for misclassification of a target firm.
interests. This might be due to the difference in Recognizing this, Powell (2001) suggested a cut-off such
shareholding patterns between the US and India. that, the concentration of targets is the highest in the
portfolio. Thus his method attempted to maximize re-
Selection methods of non-targets have oscillated between turns.
matched sample and choice-based research designs.
While the jury is still out on the selection method of non- In the present work, the suggestions by Palepu (1986)
targets (Dietrich, 1984), many researchers have randomly and Barnes (1990) have been incorporated. The recom-
selected companies from the list of all non-targets (e.g., mendation of Powell (1997), to segregate hostile and
Palepu, 1986; Powell, 1997; 2001; 2004); on the other hand, friendly takeovers, has also been complied with to the
Chen & Su (1997), Barnes (1990; 1998; 2000) and others extent that acquisitions where preferential allotments
have selected companies that match the assets, or sales, were made to the acquirer have not been considered.
or market capitalization of target firms. Following Barnes (2000), logistic regression was used to
build the prediction model.
The choice of estimating technique ought to be based on
the underlying data distributions. Dietrich (1984) writes: Significant Target Characteristics
“Violations of the technique’s assumptions may preclude
examination of the model coefficients, but may not re- Ever since the first works on target prediction were pub-
duce the model’s predictive ability”. Econometric mod- lished by Simkowitz & Monroe (1971) and Stevens
els used in literature to predict acquisition probability (1973), a large body of knowledge has grown on the
have been linear discriminant analysis (e.g. Barnes, 1990), broad characteristics that make a firm attractive to ac-
logistic regression (e.g., Palepu, 1986), and probit quirers. Some of the initial studies (viz., Monroe &
(Pastena & Ruland, 1986). Some models have also been Simkowitz, 1971; Stevens, 1973; ) simply took a sizeable
proposed using learning based models like artificial neu- number of financial parameters on an ad-hoc basis, re-
ral networks (Cheh, Weinberg & Yook, 1999; Panigrahi, duced them on the basis of multi-collinearity or redun-
2004) and expert systems (e.g., Lyons & Persek, 1991). dancy, using factor analysis and other techniques, and
Barnes (2000) investigated whether choice of estimating conducted discriminant analysis to find the significant
technique (LDA vs. Logit) and choice of data form sig- variables2.
nificantly affects accuracy of takeover prediction mod- Subsequently, based on these early findings and other
els. He concluded that logit is preferable if data is not theoretical analyses, certain hypotheses emerged. Com-
multivariate normal. ANN models have exhibited bet- mon instances of these are under-valuation, free cash
ter predictive accuracy than regression methods (Dencic- flow, inefficient management/profitability, size, growth,
Mihajlov & Radovik, 2006). However, the main limitation leverage, liquidity, tax advantage, and economic distur-
of ANN is the requirement of a large dataset for proper bance. However, financial ratios considered to proxy
training and testing; in a country like India, where M&A these variables varied from researcher to researcher (see
activity is picking up in just the last five years, and much Table A1 for comparison). For example, the size vari-
information are still unavailable, obtaining a large able has been substituted by book value of assets (Palepu,
dataset would be an uphill task. 1986), logarithm of book value of assets (Bartley & Board-
Three methods have been used to determine the cut-off man, 1990; Powell, 2004), market capitalization (Barnes,
probability that is expected to distinguish the targets from 2000), and sales (Chen & Su, 1997)! This variability in
the non-targets. The first method is to choose the value operationalization introduces variability in results and
arbitrarily; for example, 0.5. Palepu (1986) proposed a complicates comparison. So, while Sorensen (2000) finds
method that minimized errors while calculating the op- no hypothesis to be significant predictors of target com-
timal cut-off probability. The underlying assumptions
2 Palepu (1986) argued that, this method is arbitrary and leads to statis-
were, the expected costs of Type I and Type II errors are tical over-fitting of the model to the sample at hand.

32 PREDICTING ACQUISITIONS IN INDIA


panies, Palepu (1986) finds target firms to be character- sent each of these hypotheses (Table A1). In this study,
ized by low growth and low leverage. However, a com- the representations that seemed most appropriate have
parison of their models reveals that, they worked with been taken.
two mutually exclusive sets of variables to operationalize
Management (in)efficiency: This premise stems from the
an overlapping set of hypotheses!
contention put forward by Jensen & Ruback (1983) that,
Thus, importance of target characteristics in light of pre- “takeovers serve as an external control mechanism that
vious research ought to be understood in the context of limits major managerial departures from maximization
variables considered and variables that emerged signifi- of stockholder wealth.” In other words, if managers do
cant on a case by case basis. Table A2 summarizes the not pursue shareholders’ interest, they would be re-
findings of various papers. placed by new management capable of delivering bet-
ter results.
Abnormal Returns
ROCE, i.e., the accounting return on capital employed,
It is interesting to note that, although one of the pre- was taken as an index of performance by Powell (1997).
dominant motivations behind takeover prediction stud- In the present study, ROCE, averaged over three years
ies cited in the literature is to ‘beat the market’ and make prior to the takeover year, has been taken.
abnormal returns, very few researchers have actually
attempted to find the abnormal returns of the predicted Thus, the hypothesis is, takeover likelihood is
portfolio of companies. Exceptions are Wansley, negatively related to ROCE.
Roenfeldt & Cooley (1983), Palepu (1986), Barnes (1998;
Institutional Shareholding4: Literature on corporate
2000) and Powell (2001; 2004). One reason could be that,
governance has increasingly pointed to the role of insti-
ever since Palepu (1986) made methodological correc-
tutional investors as a key component of effective moni-
tions, few researchers3 have obtained any significant ab-
toring and disciplining of managers through explicit
normal return by predicting targets. Thus, the semi-
actions or voting, thereby protecting shareholder inter-
strong form of the Efficient Markets Hypothesis has been
ests (Bushee, Carter & Gerakos, 2009; Mizuno & Tabner,
upheld.
2009). Accordingly, large institutional shareholdings
have been shown to exert positive influence on firm per-
EMPIRICAL STUDY
formance (Elyasiani & Jia, 2010; Cornett, Marcus,
Hypotheses and Proxy Variables Saunders & Tehranian, 2005; McConnell and Servaes,
1990). Hence, it may be argued that greater the presence
Acquisition hypotheses explored by Palepu (1986) and
of these agents, lower would be the interest from bid-
Powell (1997) are examined in this study. These authors
ders in the market for corporate control.
have based their choice of variables on two factors:
IIS, i.e., the Institutional Investors’ Shareholding was
1. Strategic motives of bidders while acquiring a firm
taken as a non-financial indicator of firm performance.
(Palepu, 1986; Powell, 1997; Barnes, 2000)
IIS was taken as the percentage of institutional inves-
2. Econometric justification of such random variables
tors’ shareholding in the target firm two quarters before
to follow the requisite distributions (Palepu, 1986).
the announcement of acquisition.
A description of the hypotheses employed in this study,
Thus, the hypothesis is, takeover likelihood is
and the variables considered to proxy the hypotheses
negatively related to IIS.
are given below. It may be recalled, from Palepu (1986)
that, the first eight hypotheses are based on economic Free Cash Flow: Free cash flow implies resources which
theory, while the last one is based on assumptions of otherwise should have been paid to shareholders, but is
inefficient markets. It may also be reiterated that, vari- retained by managers, presumably to escape monitor-
ous researchers have used different variables to repre- ing by capital markets and/or invest in negative NPV

3 Brar, Giamouridis and Liodakis (2009) could predict portfolios that 4 We are grateful to an anonymous referee for suggesting the inclusion
earn significant returns not explained by conventional risk factors. of this variable.

VIKALPA • VOLUME 37 • NO 3 • JULY - SEPTEMBER 2012 33


projects. Jensen (1987) theorized that, when managers entry into Indian markets, a growing firm signifies ac-
increase their financial flexibility by retaining cash, the complished performance and hence ought to be ‘a good
agency cost of that cash reduces the value of the firm buy’.
and makes them attractive targets.
In this study, following Palepu (1986), GRO, i.e., growth
FCF, i.e., free cash flow, was also considered by Powell is taken as the average sales growth over the three years
(1997). In this study, FCF, averaged over three years prior prior to the takeover.
to the takeover year, was taken; it was denoted as the
ratio between operating cash flow to total assets (Powell, The hypothesis here is, takeover likelihood is posi-
tively related to GRO.
1997) and was computed as follows:
Leverage: Several studies (Stulz, 1988; Jandik & Makija,
CFO - ΔWC - ΔNFA
FCF = , where 2005) have shown that debt serves as an impediment to
TA
acquisition results since acquisition of a highly levered
CFO = Cash flow from operations target would exhaust a bidder’s borrowing capacity.
ΔWC = Increase in working capital Besides, such acquisitions tend to take a longer time to
ΔNFA = Increase in net fixed assets, and consummate, are more likely to be associated with mul-
TA = Total assets tiple bidder auctions, and result in low gains to bidders.
All these are compounded when the debt is dispersed
Thus, the hypothesis is, takeover likelihood is
and risky. These findings imply that, a highly leveraged
positively related to FCF.
firm will be less appealing to potential acquirers.
Size: It is generally acknowledged that, larger firms are
Here, LEV, i.e., leverage is denoted by debt-equity ra-
more costly to be acquired and have the financial mus-
tio, and is averaged over the three years prior to the
cle to fight takeovers, and hence, are less attractive as
takeover.
takeover targets. While this has been a significant factor
in studies from the US and the UK, Indian studies have The hypothesis implied by earlier work is, takeo-
not found any evidence in its favour. Pawaskar (2001), ver likelihood is negatively related to LEV.
for example, found both acquiring and acquired firms
to be smaller than industry averages, while Panigrahi Liquidity: Powell (1997) found that, lower the target
(2004) and Kumar & Rajib (2007) found size to be insig- firm’s liquidity, greater is the chance of it facing a hos-
nificant. One reason could be that, Indian markets are tile takeover. The logic behind this may be derived from
still quite fragmented, and consolidation through acqui- the empirical fact that, takeovers financed with cash and
sitions is a very recent phenomenon here. Thus, it would debt create larger benefits than those accomplished
not be uncommon for a smaller firm to attempt to takeo- through exchange of stock” (Wansley, Lane & Yang,
ver a firm slightly larger than itself. Hence, even though 1983; Wansley & Fayez, 1986; Jensen, 1987). The indica-
size is considered in this study, the effects are expected tion is, acquirers have unutilized liquid assets, with no
to be insignificant or at best, ambiguous. better investment options, and so, pursue firms that are
less liquid. This effect might be more pronounced in the
Size is estimated as the book value of total assets (Palepu, Indian scenario, where reports have repeatedly pointed
1986). Here, book value is estimated as on the financial out that, large Indian companies are riding high on a
year just prior to takeover. booming economy and sitting on cash mountains, with
very few investment opportunities. Foremost among
The hypothesis then, is, takeover likelihood is
these are IT companies, banks, mid-cap and small cap
negatively related to SIZE.
fund management firms, and conglomerates.
Growth: In the Indian context, a growing firm within
In this study, LIQ, i.e., liquidity is expressed by quick
one industry ought to be attractive to all acquirers, irre-
ratio, which is averaged over the three years prior to the
spective of motive. Therefore, whether the acquirer is
takeover.
looking for consolidation within the industry, or is at-
tempting vertical integration, or is an MNC looking for

34 PREDICTING ACQUISITIONS IN INDIA


The hypothesis thus is, takeover likelihood is by the ratio of tangible fixed assets to total assets of the
negatively related to LIQ. firm, and is averaged over the three years prior to the
takeover.
Growth-resource imbalance: A firm that has growth
opportunities, but is strapped for resources should seem The hypothesis thus is, takeover likelihood is posi-
attractive to an acquirer with the reverse features. Con- tively related to TNG.
versely, this acquirer, with resources but no growth op-
Firm undervaluation: It is popularly believed that, firms
portunities should also seem attractive to the first firm.
whose market values are lower than their book values
Thus, the crux of this hypothesis is that, any firm with
are undervalued and hence, a ‘good buy’. The idea is
incompatible growth and resource potential would be a
that, it is cheaper for the acquirer to ‘buy’ this firm, rather
good target (Palepu, 1986).
than build one from scratch. However, Palepu’s (1986)
Palepu (1986) depicted this hypothesis with a dummy caveat may be recalled here: “Since the book value of a
variable, GRD, that was equated to 1 when a firm was firm need not reflect the replacement value of its assets,
seen to have high growth and low resources, or low the economic validity of this assumption is suspect”.
growth and high resources. In other situations, it was
Here, MTB, i.e., market to book ratio, is taken as the ra-
equated to zero. High or low was defined in terms of
tio of market value of common equity to its book value,
industry averages. In this study, too, the same depic-
and is taken at the financial year-end just prior to the
tion has been adopted. Resources are operationalized
takeover.
by both liquidity and leverage. Thus, high (low) resource
implies both high (low) liquidity and high (low) lever- The hypothesis thus is, takeover likelihood is
age. The definitions of growth, liquidity and leverage negatively related to MTB.
have been kept the same as above.
The above hypotheses, their representative variables,
Therefore, the hypothesis is, takeover likelihood and expected signs are summarized in Table 1. Table
increases when GRD is equal to 1. A3 lists the descriptive statistics of these variables in the
dataset, based on industry classification.
Tangible fixed assets: Ambrose & Megginson (1992)
advanced the notion that a firm with greater proportion Sample and Data
of tangible fixed assets in its asset structure is likely to
Following Bartley & Boardman’s (1990) procedure, two
be sought-after. The reasoning advanced by them was
sets of firms were chosen for this study: one set for esti-
that, tangible fixed asset could be used as security for
mation, spanning a three-year period from April 2002
debt financing, thus reducing direct costs of acquisition
to March 2005, and another set for prediction, spanning
to the bidder.
the financial year 2005-06. For inclusion into either sam-
In this study, TNG, i.e., tangible fixed asset is specified ple, the data requirements were to:

Table 1: List of Variables included in the Study

Sl Hypothesis Variable Definition Expected Sign


1 Management efficiency ROCE Accounting return on Capital -
2 Efficient management IIS Shareholding of Institutional Investors -
3 Free cash flow FCF Operating Cash Flow to Total Assets +
4 Firm size SIZE Total Assets -
5 Growth GR Average Growth in Sales +
6 Leverage LEV Long-term debt/Total Share Capital and Reserves -
7 Liquidity LIQ Quick Assets/Total Assets -
8 Growth-resources imbalance GRD Growth Resource Dummy
9 Real property TNG Tangible Fixed Assets/Total Assets +
10 Firm undervaluation MTB Market to Book Value Ratio -

VIKALPA • VOLUME 37 • NO 3 • JULY - SEPTEMBER 2012 35


• have data for all the above variables in Prowess mod- company (Regulation 21). In this study, we consider only
ule of CMIE5 database for 4 years prior to acquisition substantial acquisitions, and hence require that, actual
• be listed in Mumbai Stock Exchange (BSE). acquisition be greater than 20 per cent.

Choice of targets: All targets in the estimation and pre- In addition, the object of this study was to eliminate
diction sets were obtained from three sources: the M&A friendly acquisitions. Since in India there is no specific
module of CMIE database, the website6 of SEBI7 where database that mentions whether an acquisition is friendly
all open offers are listed, and the Indian Business In- or hostile, it was decided that, it would be logical to ig-
sight Database8. In each of these databases, only those nore deals where acquisitions of shares have taken place
deals were chosen where through preferential allotment. Hence, only non-pref-
erential allotment of shares was considered for the pur-
• initial stake of the acquirer was less than 15 per cent
poses of this study. Finally, following Bartley and
• targeted acquisition of shares was greater than 20 per
Boardman (1990), any takeover that had been attempted
cent was included in the sample, irrespective of the final out-
• mode of acquisition is through non-preferential al- come.
lotment of shares.
Choice of non-targets: In this study, non-targets were
The initial stake of 15 per cent is chosen because of the
chosen by matching. Matched samples are justified when
provisions of Takeover Regulations of SEBI. Regulation the matching factor is likely to have a large effect on the
12 deems that, in order to gain control over a target com- likelihood of takeover, but itself is not of primary re-
pany, all acquirers have to make a public announcement search interest. Thus, the matched sample design helps
to acquire shares, where various disclosures are man- to focus on variables of primary interest while applying
dated, including the object and purpose of acquisition control over the ‘nuisance’ variables (Cram, Stuart and
of shares. However, Regulation 10 allows a prospective
Karan, 2007). In earlier literature, this matching was done
acquirer to build up a holding of up to 15 per cent with-
with respect to one of the variables of primary interest,
out making any public announcement to acquire shares.
like size, or market capitalization, thus reducing the in-
What emerges from these Regulations is that, up to ac-
formation content of the data. In this study, the vari-
quisitions of 15 per cent of the voting capital, it is diffi- ables to be matched were taken as percentage share-
cult to differentiate whether the intention behind buying holding of promoters in the company, and the industry.
an initial holding is takeover, or simply investment. But It is worthwhile to mention here that, the first criterion
initial holdings of more than 15 per cent clearly signal that for matching is unprecedented in the literature. There
the firm has already been identified as a target, and the were two reasons behind the choice of using promoters’
intention is to gain substantial control of the firm. Hence
holdings as the matching variable in this study – one
the choice of maximum initial holding of 15 per cent.
was derived from economic theory that showed that it
At any point of initial shareholding, the acquirer has two was a critical factor in takeovers and the other was to
options: one, to make a substantial acquisition along with focus on variables representing important hypotheses
a public announcement, or two, to make a creeping ac- explaining takeovers without losing information.
quisition. Regulation 11 allows creeping acquisition of
Economic theory suggests that, irrespective of the finan-
5 per cent every year up to 55 per cent holding without
cial characteristics of firms, it is the shareholding pat-
invoking the requirement of public announcement to tern that defines takeover dynamics. In an influential
acquire shares. On the other hand, if the acquirer wants article, Grossman & Hart (1980) argue that, no raider
to make a substantial acquisition, he has to make public will ever find it profitable to take over a company with
offer to the shareholders of the target company for a completely dispersed shareholding. Shleifer & Vishny
minimum twenty per cent of the voting capital of the (1986) show that the presence of a large shareholder can
5
actually facilitate takeovers. Subsequent theoretical de-
Centre for Monitoring Indian Economy
6 velopment (Baron, 1983; Giammarino & Heinkel, 1986;
http://www.sebi.gov.in/Index.jsp?contentDisp=DataTakeOver
7 Securities and Exchange Board of India Khanna, (1997) justify resistance and delaying tactics,
8 ibid.informindia.co.in to increase the gains to the target shareholders, at the

36 PREDICTING ACQUISITIONS IN INDIA


cost of the bidders. Jennings & Mazzeo (1993) report Birla groups are hiking their stakes in their respective
evidence that target management resistance seems to companies over the last couple of years to ward off hos-
increase shareholder wealth from the time between the tile takeovers. Thus, promoters’ stake in firms is an In-
initial takeover announcement to its outcome for both dian characteristic that cannot be ignored, but is of not
successful and unsuccessful offers. Betton & Eckbo (2000) much interest when the research objective is to predict
also find that management resistance did push up ini- takeover targets based on financial data – a classic ex-
tial bid premia from 45 per cent to 84 per cent. Thus, it is ample of ‘nuisance’ variable!
established that, the presence of large shareholders can
have considerable influence on different parameters of Similarly, the industry effect is a dominant factor as pro-
the takeover outcome. At the very least, it signals posi- pounded in extant literature. In this study, industry ef-
tive gains to the target, and negative gains to the ac- fects are not being studied, and so, its effects are also
quirer. It follows that, even if the financial characteristics sought to be removed. Thus, non-targets are selected by
of a firm are highly attractive, raiders may still prefer a taking each target, and finding a non-target till that date
which is in the same industry and having the same pro-
lesser attractive firm, with lesser ownership concentra-
moters’ stake. Industry is defined using the four-digit
tion, simply because the net gain from the latter would
NIC code.
be higher. This intuition is established by Bebchuk (1999);
he shows that, raiders can gain control of companies with The final dataset: For the estimation sample, a total of
dispersed ownership at low prices and extract benefits 122 target firms are identified with complete data avail-
of control. Hence, by matching a target with a non-tar- ability. Another 122 non-target firms are then selected
get on the basis of promoters’ holdings in the compa- from the list of non-targets with data existence, by match-
nies, the effect of such an influential parameter is sought ing industry and promoters’ holdings. For prediction,
to be removed. 66 target firms are obtained that fulfilled data require-
The fact that ownership concentrations matter, assumes ments. Finally, as suggested by Palepu (1986), all firms
greater importance within the Indian context. Porta, listed in CMIE Prowess database, that are not taken over
Lope-de-Silanes & Shleifer (1999) examine 20 richest till March 2006, are included as non-targets for predic-
countries and find that, in countries where there are poor tion. Out of a total of 9,955 such firms, 6,429 fulfill the
data requirements. We do not consider the survivorship
shareholder protection, even the largest firms tend to
bias pointed out by Powell (1997).
have large controlling shareholders. They find that more
often these shareholders belong to a family, either the
METHODOLOGY
founder or his descendants9. This is especially true of
India. Most of the large corporations are predominantly In this study, a two-step analysis is done (Sorensen,
owned by their promoters who also manage the com- 2000). First, a univariate analysis of variance is performed
pany. In fact, SEBI defines10 ‘promoters’ as “any person to test for differences between the averages of target
who is in control of the target company” and clarifies company data and the non-target company data. This
that, “Financial Institutions, Scheduled Banks, Foreign gives a preliminary idea of the significant characteris-
Institutional Investors (FIIs) and Mutual Funds shall not tics that are markedly different between a target firm
be deemed to be a promoter or promoter group merely and a non-target firm. In the next step, the procedure
by virtue of their shareholding”. Also, a director or an outlined by Palepu (1986) is adopted. Thus, a binomial
officer need not be a promoter, if (s)he is merely acting logistic regression is employed to measure takeover like-
in a professional capacity. The trend in India shows that, lihood as a function of financial characteristics, and is
many of these owners, including some of India’s giant given by the equation:
private sector groups, viz., Reliance, Tata, and Aditya
p(t) = 1
(1 + e—βx(i))
9 India did not enter their list. But they commented that, including poorer
countries would only have increased the incidence of state and fam-
where, p(i) : probability that firm i will be acquired,
ily controlled enterprises. x(i) : vector of attributes of the firm
10 http://www.sebi.gov.in/Index.jsp?contentDisp=SubSection&sec_id= β : unknown parameters to be estimated
5&sub_sec_id=5

VIKALPA • VOLUME 37 • NO 3 • JULY - SEPTEMBER 2012 37


As pointed out by Palepu (1986), the model estimated over likelihood model. Model 1 uses raw financial data,
does not reflect the true population acquisition prob- and includes promoters’ holdings as one of the explana-
ability, but estimates p’ given by the following formula: tory variables. Model 2 also uses raw financial data, but
does not include promoters’ holdings as one of the ex-
p(i target) x P(i sampled | i target) planatory variables. Models 3 and 4 use industry rela-
P’ = P(i target) x P(i sampled | i target) + tive data instead of raw financial data.
P(i non-target x P(i sampled | i non-target)
Finally, for prediction purposes, two methods are used:
= P( i target | i sampled) one, the minimization of errors method suggested by
Palepu (1986) and two, the maximization of returns
In this study,
method suggested by Powell (2001).
P(i sampled | i target) = 1, since all targets avail-
able in the population RESULTS AND DISCUSSION
were selected
Modeling Results
P(i sampled | i non-target) = 1, since non-target was de-
cided a priori to be that Step 1: First the results of the ANOVA test are exam-
firm which had equal ined. Table 2 shows the variables, the means for each
proportion of promot- variable, the ANOVA F ratio, and significance levels for
er’s holding as the tar- each group.
get, within the same
It can be seen that, only a few ratios vary significantly
industry
between the target and the matched groups. Another
Then, observation is that, more ratios vary significantly when
industry weighted data is used. Thus, from this prelimi-
p.1 nary analysis, it seems that, firm undervaluation, ineffi-
P’ = = p
p.1 + (1—p).1 cient management, growth and leverage are statistically
distinct parameters found in target firms, not found in
p’ non-target firms.
⇒ = eβ x
1—p’ Step 2: The next step is to analyse the results of logistic
regression which are presented in Table 3. McFadden
p’ R2 and likelihood ratio statistic are also included to ex-
⇒ Li = ln( ) = βx
1—p’ amine the overall explanatory power of each model, and
test the statistical significance of the same.
Thus, in this case, the logistic regression does yield an
By comparing the McFadden R2 values of Models 1 and
unbiased estimate of the population acquisition prob-
2, vis-à-vis those of Models 3 and 4, it is clear that, the
ability.
explanatory power of the latter are greater. Also, the like-
In this study, two versions of the attribute x(i) are used lihood ratio statistic of Models 3 and 4 are significant at
– one with firm-specific financial data, called “raw data” 1 per cent level, while those of Models 1 and 2 are sig-
and the other with the industry weighted data. Thus, in nificant at more than 15 per cent. Therefore, it can be
the version with raw data, the financial ratios of target concluded from the above results that, the models which
and matched firms are used directly as instances of the are constructed using industry relative data provide a
independent variables. In the model version with indus- more significant explanation of acquisition probability.
try weighted data, industry relative ratios suggested by This is consistent with the findings of many research-
Platt and Platt (1990) have been used: each financial ra- ers, viz., Barnes (1990), Powell (1997), Akhigbe & Ma-
tio of any year is divided by the average ratio of all the dura (1999), etc. Only Palepu (1986) found no difference
firms in the same industry in the same year. between using raw financial data and industry relative
data. Of course, his definition of industry relative data
Four logistic regressions are run for building the take- was different; he used deviations from the average in-

38 PREDICTING ACQUISITIONS IN INDIA


Table 2: ANOVA Test of Differences in the Ratio Means between the Groups

Hypotheses Variables Raw data Industry Weighted Data


Target Matched F-Ratio Target Matched F-Ratio
Inefficient management ROCE 11.22 32.80 2.11* 0.91 2.12 1.37*
Institutional monitoring IIS 6.12 5.02 0.773 0.873 0.822 0.072
Free cash flow FCF 0.13 0.07 0.60 20.43 3.33 1.93*
Firm size SIZE 540.93 452.61 0.10 0.03 0.04 0.008
Growth GR 0.81 0.29 2.13* 0.47 0.14 1.48*
Leverage LEV 2.06 1.43 0.93 2.54 0.94 3.00*
Liquidity LIQ 1.86 2.38 0.13 4.14 4.22 0.00
Grth– Res imbalance GRD 0.28 0.26 0.17 0.28 0.26 0.17
Real property TNG 0.35 0.39 0.70 1.00 1.10 0.70
Firm undervaluation MTB 0.92 0.41 3.24* 3.77 2.07 5.05*
* denotes significance at 1% level

Table 3: Estimates of Logistic Acquisition Likelihood Models

Hypotheses Variable Exp Sign Model 1 Model 2 Model 3 Model 4


Constant Const -0.415 -0.540 -0.831 -0.725
sig 0.42 0.13 0.11 0.04
Inefficient management ROCE -0.012 -0.011 -0.130 -0.129

sig 0.14 0.14 0.06 0.06
Institutional monitoring IIS 0.004 0.005 0.021 0.020

sig 0.80 0.76 0.20 0.22
Free cash flow FCF 0.290 0.289 0.015 0.015
+
sig 0.59 0.60 0.09 0.09
Firm size SIZE 0 0 -0.668 -0.635

sig 0.36 0.37 0.66 0.67
Growth GR 0.127 0.127 0.190 0.188
+
sig 0.07 0.07 0.03 0.03
Leverage LEV 0.061 0.061 0.215 0.213

sig 0.21 0.21 0.03 0.03
Liquidity LIQ 0.592 -0.009 -0.011 -0.012

sig 0.99 0.58 0.45 0.47
Growth-Res imbalance GRD 0.082 0.092 0.195 0.184
sig 0.82 0.79 0.61 -.62
Real property TNG -0.028 -0.016 -0.195 -0.194
+
sig 0.97 0.98 0.31 0.31
Firm undervalaution MTB 0.703 0.692 0.188 0.190

sig 0.02 0.02 0.01 0.01
Promoters’ holdings PH -0.002 0.002

sig 0.74 0.78
Mcfadden R2 0.070 0.070 0.123 0.123
Likelihood ratio statistic 14.575 14.167 25.863 25.787
sig 0.20 0.15 0.007 0.004

dustry values. As pointed out by Cudd and Duggal turing those industry-specific dispersions, they also ob-
(2000), this approach incorrectly assumed that, the stand- tained significant additional information from industry
ard deviations of the industry values were same. By cap- relative ratios.

VIKALPA • VOLUME 37 • NO 3 • JULY - SEPTEMBER 2012 39


Although it is found that industry relative data provides firm undervaluation hypothesis should be received with
greater explanatory power, the extent of this explana- caution. When industry weighted data is used, the
tion is pretty small, only about 12.3 per cent of the total ANOVA tests points to significant differences in ROCE,
variation. The models built by Palepu (1986) also had FCF, GRO, LEV, and MTB between target and non-tar-
similar small explanatory amount (12.45%), Powell get firms. Logit estimates of Model 4 also yields GRO,
(1997; 2001; 2004) obtained McFadden R2 values rang- LEV, and MTB to be significant at 5 per cent level, while
ing from 3 per cent to 13 per cent, Cudd & Duggal (2000) ROCE and FCF are significant at 10 per cent levels. Here
achieved a maximum of 11 per cent. Thus, although the again, the signs of MTB and LEV are opposite of their
explanatory power of the model is low here, it corre- hypothesized signs.
sponds to comparable results in the literature.
Thus, what these Logit estimates are telling about the
In order to explore why models with industry weighted typical target firm is that, it has high growth potential,
data performed better than those with raw data, a Jarque- high levels of free cash, highly leveraged, low returns to
Bera test is conducted on the variables used for the study. capital employed, and a market value higher than its
Table 4 lists the Skewness, Kurtosis, and JB statistic for book value. Seen in totality, this does make eminent
both sets of data. It is obvious that, both sets of data sense. High growth potential and high level of free cash
clearly violate the normality assumption. However, flow implies a profitable and efficient organization. High
some of the variables do exhibit reduced significance levels of free cash flow, in spite of high levels of debt,
with industry weighted data, like SIZE, TNG, MTB, and reinforces the inherent superiority of the target firm, not
LIQ. And FCF actually worsens, while ROCE and LEV only in terms of profitability and efficiency, but also in
do not change appreciably. These dynamics are reflected alleviating the usual costs of debt, viz., bankruptcy costs,
in the logit estimates also. diminished borrowing capacity, etc. Recalling Jensen’s
(1987) argument about the ‘control effects of debt’
DISCUSSION OF RESULTS wherein he posits that debt reduces agency costs of free
cash flow by reducing the cash available for spending at
The ANOVA tests show that, ROCE, GRO, and MTB
the discretion of managers, it may be inferred that high
differ significantly between target and non-target firms
levels of cash flow in conjunction with high levels of
when raw financial data is used. Logit estimates (Mod-
debt moderates the costs of both, thus increasing value.
els 1 and 2) also show that GRO and MTB are significant
Unsurprisingly then, high growth potential, high levels
at 10 per cent level. But, the sign of MTB is not consist-
of free cash and high leverage would tend to boost share-
ent with the firm undervaluation hypothesis; that is, the
holder confidence in the capabilities of the firm, thus
model predicts that, takeover likelihood increases as the
increasing market values, despite the fact that, returns
market value of firm assets scores above its book value.
to capital employed are low. However, low returns to
Bearing in mind Palepu’s (1986) suspicion of the eco-
capital employed, in the face of high levels of cash flow
nomic validity of this measure, the significance of the
would signify management inefficiency. As predicted

Table 4: Jarque Bera Test of Variables

Vars N Raw Data Industry Weighted Data


Skewness Kurtosis JB Skewness Kurtosis JB
ROCE 238 11.032 134.07 175,192.1 11.949 165.71 151,101.3
FCF 239 4.046 67.319 41,849.04 12.258 169.94 79,858.09
SIZE 244 6.795 49.473 23,835.02 4.665 24.508 1,133.02
GR 227 8.192 78.565 56,546.69 9.261 102.96 33,832.27
LEV 222 8.864 97.806 86,047.75 11.407 146.73 86,314.73
LIQ 242 3.01 44.569 17,789.24 5.778 54.61 5,194.393
GRD 209 1.056 -0.895 170.9582
TNG 244 2.446 11.587 992.9604 2.48 9.674 33.38209
MTB 244 8.822 90.537 81,069.38 5.821 40.915 5,934.26
PH 244 -0.18 -0.563 130.3831

40 PREDICTING ACQUISITIONS IN INDIA


by Jensen (1987), such a state of affairs would inevitably to compute predicted probabilities of takeover of all
attract hostile takeovers. firms in the estimation sample. These probabilities are
then grouped into ten equal intervals. The number of
Thus, the typical Indian target seems to be an essentially target (non-target) firms in each interval is expressed as
valuable and promising company, which is acknowl-
a percentage of the total number of target (non-target)
edged by the market, but is saddled with inept manage-
firms. In Figure 1, the midpoint of each probability in-
ment. In a way, this finding is consistent not only with
terval is plotted against the percentage of target (non-
the predictions of Jensen (1987) but also with Powell target) firms in that interval; here, probabilities are
(1997) who find that hostile takeovers are targeted at computed from estimates of Model 2. Figure 2 corre-
firms with inefficient management and high levels of sponds to a similar plot, but the probabilities are com-
free cash flow. In this study, attempt is made to filter puted from estimates of Model 4.
out only hostile takeovers, and the conclusion tallies with
that of Powell (1997). Thus, in each figure, two plots are obtained, one for the
target firms and another for non-target firms, and their
The insignificant variables are also worth a mention, intersection is noted. This represents the cut-off point
here. The foremost notable observation is that, unlike where probability of being a target equals the probabil-
most of the US- and UK-based studies, size is found to ity of not being a target. Therefore logically, at prob-
be irrelevant. India’s financial market is extremely well abilities less than these cut-offs, a firm can be classified
developed with high yields and can be accessed to fi-
as a non-target, and at probabilities greater than these
nance large deals. Therefore, size should not pose to be
cut-offs, a firm can be classified as a target.
a deterrent, if a large company is found to be attractive.
A number of leveraged buyouts have been achieved by
Figure 1: Cut-off Probability Estimation — Model 2
Indian companies where their targets were three to four (Raw data)
times in size. In addition, given that the target is a grow-
ing company with free cash in spite of high debt obliga-
tions, financing such an acquisition should not be very
difficult. It is also worth noting here that, other studies
based on Indian takeovers also found no support for the
size hypothesis.

Another oft significant variable that has turned out in-


significant in this study is the growth resource dummy.
This is logical given that, out of its three component vari-
ables, growth is significant with a consistent sign, lever-
age is significant with an opposite sign, and liquidity is
insignificant. The growth-resource imbalance hypoth-
esis does not seem to work here; the implication is that, Figure 2: Cut-off Probability Estimation – Model 4
rather than intrinsic firm characteristics, the problem
seems to lie with management.

Cut-off Calculation for Prediction


As mentioned earlier, two methods are used to conduct
prediction tests. Each of these methods is applied on
Models 2 and 4, since it is worthwhile to capture the
effects of using raw financial ratios vis-à-vis industry
relative ratios on the predictive accuracy of the models.

Minimization of Errors Method: Adhering to the pro-


cedure laid out by Palepu (1986), the logit model is used

VIKALPA • VOLUME 37 • NO 3 • JULY - SEPTEMBER 2012 41


From Figure 1 (Model 2), it can be seen that, the plot for Table 5 shows the calculations for concentration and cut-
targets cross the plot for non-targets at 0.475 (approxi- off probabilities. The values for Model 2 are worked out
mately). Thus for Model 2, the cut-off probability for in Panel A. As can be seen, the ninth portfolio has the
classification of targets in prediction set is taken as 0.475. largest concentration of targets (75%), and the correspo-
The corresponding point in case of Figure 2 (Model 4) is nding cut-off is 0.56. This is adopted as the cut-off for
at 0.482 (approximately). So, for Model 4, the cut-off Model 2. Similarly, the cut-off for Model 4, from Panel B
probability for classification of targets in prediction set of Table 5, is 0.69, corresponding to the tenth portfolio
is taken as 0.482. which has the maximum target concentration of 0.80.

Maximization of Returns Method: Following Powell As has been suggested in the literature, these cut-off
(2001), the logit models are used to compute predicted probabilities are indeed greater than those obtained from
probabilities of all firms in estimation sample. These Palepu’s (1986) method.
firms are then sorted in ascending order of probabili-
ties. Ten portfolios are constructed by dividing this Prediction Results
ranked list equally. The portfolios are then examined The above cut-offs are now used in prediction tests.
for target concentration, which is computed as number Acquisition probabilities of all firms in the prediction
of targets in each portfolio divided by the number of set are calculated using estimates of Models 2 and 4.
firms in that portfolio. The portfolio for which the tar- Based on the relevant cut-offs, the firms are classified as
get concentration is highest is then the critical portfolio. target and non-target. Table 6 presents the summary of
The first acquisition probability of this portfolio becomes the prediction tests for both models, including the pre-
the cut-off probability. diction accuracy.

Table 5: Cut-off Calculation using Maximization of Returns Method

Decile # # # Non- C- Cut- Target Non- Type I Type II % Total % Target


Firms Target targets Ratio off targets Error Error Correct in Portfolio
Panel A: Model 2
1 20 5 15 0.25 0 93 0 0 107 38.11 38.11
2 20 6 14 0.30 0.36 88 15 5 92 42.21 39.29
3 20 6 14 0.30 0.37 82 29 11 78 45.49 40.20
4 20 6 14 0.30 0.39 76 43 17 64 48.77 41.30
5 20 11 9 0.55 0.41 70 57 23 50 52.05 42.68
6 20 8 12 0.40 0.43 59 66 34 41 51.23 40.97
7 20 12 8 0.60 0.45 51 78 42 29 52.87 41.13
8 20 11 9 0.55 0.48 39 86 54 21 51.23 37.50
9 20 15 5 0.75 0.56 28 95 65 12 50.41 33.33
10 20 13 7 0.65 0.64 13 100 80 7 46.31 20.31
Panel B: Model 4
1 20 5 15 0.25 0 90 0 0 107 36.89 36.89
2 20 8 12 0.40 0.30 85 15 5 92 40.98 37.95
3 19 3 16 0.16 0.34 77 27 13 80 42.62 37.75
4 20 7 13 0.35 0.35 74 43 16 64 47.95 40.00
5 20 9 11 0.45 0.38 67 56 23 51 50.41 40.61
6 19 11 8 0.58 0.41 58 67 32 40 51.23 40.00
7 20 7 13 0.35 0.44 47 75 43 32 50.00 37.30
8 19 11 8 0.58 0.51 40 88 50 19 52.46 37.74
9 20 13 7 0.65 0.59 29 96 61 11 51.23 33.33
10 20 16 4 0.80 0.69 16 103 74 4 48.77 23.88
Source: Powell, 2001.

42 PREDICTING ACQUISITIONS IN INDIA


Table 6: Correct Prediction of Targets and Non-targets (T: Target; NT: Non-target)

?? # Firms # Firms Actual T Actual T Actual NT Actual NT Prediction


Classed as T Classed as NT Classed as T Classed as NT Classed as T Classed as NT Accuracy
Actual 66 6,363
Minimization of Errors Method (Palepu, 1986)
Model 2 2,425 4,004 43 23 2,382 3,981 62.59%
Model 4 1,067 5,362 34 32 1,033 5,330 83.43%
Maximization of Returns Method (Powell, 2001)
Model 2 1,412 5,017 29 37 1,383 4,980 77.91%
Model 4 574 5,855 24 42 550 5,813 90.79%

Model 2, which is based on raw financial data, produces still too high to provide any scope of abnormal returns.
a prediction accuracy of 62.59 per cent when the cut-off
from Minimization of Errors method is applied. On the Another point worth observing here is that, when accu-
other hand, when the cut-off from Maximization of Re- racies within models are compared, irrespective of the
turns method is used, Model 2 yields a significantly method for cut-off being employed, Model 4, with in-
higher prediction accuracy of 77.91 per cent11. The rea- dustry weighted financial ratios performed significantly8
son is that, the criteria for cut-off is higher in the latter better than Model 2, which employed raw financial data.
method and hence, the number of targets correctly pre-
CONCLUSION AND IMPLICATIONS
dicted as targets reduced marginally whereas, the
number of non-targets correctly predicted as non-tar- The objective of the study is to build a takeover likeli-
gets increases substantially. The portfolio size also re- hood model in the Indian context employing logistic
duces by a large amount. regression on nine variables that represent nine theo-
ries commonly cited as takeover strategies. The method
Similar observations may be made for Model 4. With used in this study to select non-targets is by matching
Maximization of Returns method, the cut-off was 0.69 targets, rather than randomly selecting non-targets.
vis-à-vis a cut-off of 0.482 with Minimization of Errors However, unlike previous literature, where matching is
method. Again, the number of targets correctly predicted done with respect to one of the hypothesized variables,
was lesser in the former method by only 10 firms, while leading to loss of information, in this study, matching is
the number of correctly predicted non-targets increased done with respect to promoters’ holdings in the firm.
by 483 firms. Hence the net increase in correct predic- Irrespective of the attractiveness of a firm, promoters’
tion increased by 483-10=473 firms! This resulted in a holdings have been shown to affect actual takeover dy-
total prediction accuracy of 90.79 per cent. namics in the literature. By selecting non-target firms
Thus, it can be concluded that, as claimed by Powell with similar ownership structures as the targets, the ef-
(2001), the prediction accuracy resulting from fect of such an important factor is isolated, without re-
Maximization of Returns method is driven by its ability ducing the information content of the model.
to peg the cut-off at higher levels so that, the number of Following previous literature, two types of data are used
non-targets in the target portfolio reduces drastically, – raw financial data of each firm, and the same data
thereby reducing misclassification error. However, the scaled by industry averages. It is found that, the explana-
per cent of misclassified non-targets in the portfolio is tory ability of industry scaled data is much higher than
that of raw data.
11 Significance is tested by applying the one tailed test for differences
between proportions. The model that results from the logit analysis using in-
So, here, p1 = 0.6259, p2 = 0.7791, n1 = n2 = n = 6429
H0 : p1 = p2; H1: p1 < p2 dustry weighted data give credence to the hypothesis
Then, overall proportion of success, p = ½ (p1 + p2) = 0.7025 that, in the Indian context, the typical target is one which
Also, estimated standard error of the difference between two propor-
tions = σ p1-p2 = √(2 p q / n) = 0.0081 has high growth potential along with high levels of free
z1-2 = (p1 - p2) / σ p1-p2 = -19.00 ⇒ evidence to accept the alternate cash flow in spite of high leverage, that is, an inherently
hypothesis

VIKALPA • VOLUME 37 • NO 3 • JULY - SEPTEMBER 2012 43


strong company valued highly in the market, but sad- Substantial academic literature has underscored the
dled with inefficient management. Size, which has been importance of due diligence in target selection, making
found to be significant in studies based on the US and it one of the most crucial managerial decisions in un-
the UK, was found to be trivial here. dertaking acquisitions. Research on predictive models
for acquisition targets has relevance to all participants
For prediction, the cut-off probability to be used for clas-
in acquisition industry who are involved in finding a
sification is derived from two methods, the Minimiza-
target that best fits their requirements. This research
tion of Errors method proposed by Palepu (1986) and provides insights into some of the factors to be consid-
the Maximization of Returns method put forward by ered, to arrive at more thoughtful assessments of the
Powell (2001). It is found that the second method pro- attractiveness of a potential target. A preliminary short-
duced significantly greater accuracies of prediction. list can be obtained by following the methodology
Thus, the combined effect of using industry weighted adopted in this and other similar studies, by taking vari-
financial ratios and cut-off calculation with Maximi- ables that justify the realities of their search. Thus, man-
zation of Returns method can improve prediction accu-
agement consultants, merchant banker, and brokers who
racies significantly, implying that these should be
bring buyers and sellers of companies together can ben-
incorporated in future acquisition studies. However, the
efit from this research strand. Even other firms can as-
target concentration in the predicted portfolio is still certain what makes them attractive as takeover targets,
found to be very small. and accordingly take strategic decisions.

APPENDIX

Table A1: Hypotheses vs Variables assumed by Various Researchers


Paper Hypotheses Variables Used
Stevens (1973) NIL NWC/TA, NWC/Sales, EBIT/TA, GP/Sales, EBIT/Sales, NI/Sales, EBT/sales, NI/Eq, NI/TA, LTD/
MV(Eq), LTD/TA, LTD/Eq, LTL/TA, TL/TA, Sales/TA, COGS/Inv, Sales/(CA-Inv), Div/NI, PE , Int/
(Cash+mktable sec); After factor analysis: EBIT/Sales, NWC/TA, Sales/TA, LT L/Assets,
Dividend Payout, PE
Belkaoui (1978) NIL Assets (CF/NW, CF/TA, NI/NW, NI/NA, LTD+Pref Sh/TA), liquidity (CA/TA, Cash/TA, WC/TA,
QA/TA, CA/CL, QA/CL, Cash/CL), turnover (CA/sales, QA/sales, WC/sales, Cash/sales)
Wansley et al NIL PER, ln(net sales), BV(L.T.Debt)/TA, CAGR(net sales), MV(equity)/TA
(1983)
Palepu (1986) Inefficient Mgmt Avg excess return on stocks, accounting ROE
Growth Resource Mismatch Dummy based on sales growth, (Cash+Mktable Sec-CL)/TA, LTD/(Sh & Pref Eq))
Industry Disturbance Dummy based acquisition in same industry
Size BV(Assets)
Undervaluation MTB
Price- Earnings PER
Bartley & Performance EPS, CAGR(Sales), Div/Eq, Div/FCE, Sales/TA, COGS/Inv, Sales/AR
Boardman Earning Power Sales/FA, FCE/BV(Eq), FCE/MV(Eq), EBIT/Eq, CF/MV(Eq)
(1990)
Long-term Solvency (TL-CL) /MV(Eq), Interest/EBIT, Total Liab/Eq
Short-term Solvency CA/CL, WC/TA, Cash/MV(Eq), Cash Equiv / MV(Eq)
Other LOG[MV(Eq)], Net Op Loss/MV(Eq), Pension costs / MV(Eq), R&D/Sales, Shares outstanding/
#Shares
Barnes (1990) NIL CA/CL, (Loan+S.T.Debt)/(Eq+def tax-intangibles), QA/CL, Loan/Eq&Res, Cash/CL, Sales/
Assets, ROE, PBT, net profit margin
Ambrose & Inefficient Mgmt Avg excess return, Avg Adj return
Megginson Growth Resource Mismatch Dummy based on sales growth, liquid asset/TA, L.T.Debt / Eq
(1992)
Size BV(Asset)

44 PREDICTING ACQUISITIONS IN INDIA


Paper Hypothesis Variables Used
Undervaluation MTB
Price- Earnings PER
Real Property Fixed Assets / Total Assets
Ownership Structure # Instt Mgrs, % Instt Shareholding, Change in Instt Shareholding, %Mgr Sh
Takeover defenses Poison pill, Anti-takeover Charter Amendments, Voting Right, etc
Walter (1994) Undervaluation, Price MTB, PER, LOG(Total Asets), QA/TL, TL/TA, Opn Inc/TA, Sales/TA, Opn
Earnings, Size, Leverage, Income per share/DPS, Current cost(TA)/Historical cost(TA), Tax savings
Liquidity, Profitability, Asset dummy, Industry dummy
Turnover, Dividend Payout,
Inflationary Tax Loss, Tax
Savings, Industry Effects
Chen & Su Technology Transfer R&D exp/sales
(1997) Undervaluation MTB
Co-insurance effect Total Liab/Common Eq
Liquidiy CA/CL, QA/CL
Size Total asset, Total sales
Growth Potential Average sales and asset growth over 5 year period
Inefficient Mgmt ROE, ROA
Economic Disturbance (Highest share price-Lowest share price)/EPS
Tax Advantage Operating loss carry fwd/Total asset
Barnes Inefficient Mgmt PBT/sales, PBT/Equity, PBT growth, PE, avg dividend/Equity, dividend growth,
(1998; 2000) mkt cap/equity
Growth Resource Mismatch Sales/TA, total remuneration/sales, sales growth, CA/CL, (CA-CL)/TA, LTD/TA, (PBT+Int Paid)/
Int paid, LTD/Eq
Size Market capitalization
Anticipated returns Cum avg return 2 months before bid
Sorensen (2000) Profitability EBIT/Sales, EBIT/TA, CF/TA, EBIT/Eq, DCF/Eq
Liquidity CA/CL, (CA-Inv)/CL, Cash/TA, WC/TA, CA/TA, (CA-Inv)/CA
Leverage Debt/CA, Debt/TA, CL/Debt, EBIT/Int, CF/Int
Turnover Sales/TA, Sales/CA, Sales/Inv, Sales/P&M, Sales/Accts Recv
Growth 5Yr Sales growth
Cudd & Duggal Inefficient Mgmt ROE
(2000) Growth Resource Mismatch Dummy based on sales growth, (Cash+Mktable Sec-CL)/TA, LTD/(Sh & Pref Eq))
Industry Disturbance Dummy based acquisition in same industry
Size BV(Assets)
Undervaluation MTB
Price- Earnings PER
Powell (1997; Inefficient Mgmt Operating profit/Cap employed
2001; 2004) Undervaluation MTB
Free Cash Flow Operating CF/TA
Size Log (total assets)
Real Property Fixed assets/Total assets
Growth Resource Mismatch Dummy based on sales growth, Cash & Mktable Sec/TA, Debt/Sh Capital & Reserves
Ooghe, Profitability NOI/Sales, EBIT/TA, PAT/Equity, CFAT/Equity
Langhe, Liquidity Equity/(Liab+Equity), CFAT/Liab
Camerlynck
Leverage Cash& S.T Inv/CA, CA/CL
(2006)
Value Added Gross value added/# employees, personnel exp/# employees

VIKALPA • VOLUME 37 • NO 3 • JULY - SEPTEMBER 2012 45


Table A2: Significant Variables and other info by Various Researchers

Paper Method Selection of Significant Cutoff Predictive Abnormal


Non-target Variables Method Accuracy Returns
Stevens (1973) MDA, after factor analysis Matched by EBIT/Sales, NWC/TA, NA 70.00% Not tested
to remove multicollinearity Size of assets Sales/TA, LT L/Assets
and overlapping
Belkaoui (1978) Dichotomous classification Industry match, NI/NW, CF/NW, NA NA Not tested
test, MDA Assets<25% WC/TA
Wansley et al MDA Random PER, Debt, Sales, Top 25 69.20% Possible;
(1983) MTB firms and positive
Palepu (1986) Logit Random Avg excess return, Growth- Minimization 45.66% Not
Resource dummy, BV(assets) of Errors possible
Bartley & MDA Random NA Lachenbruch 82.50% Not tested
Boardman (1990) U method
Barnes (1990) MDA, after factor analysis Matched as per NA NA 74.30% Not tested
industry and
Market Cap
Ambrose & Univariate comparison, Random; FA/TA, Change in sharehold- Not tested Not tested Not tested
Megginson (1992) Logit Model temporal ing, Voting rights, Blank
Matching cheque preferred stock
Walter (1994) Binomial Logit All nontargets MTB Minimization 66-72% Possible;
with data in 1985 of Errors and positive
Chen & Su (1997) Binomial Logit Matched by Size R&D Exp/Sales, QA/CL NA Not tested Not tested
of assets or sales
Powell (1997) Logit (Binomial & Random All takeovers: Raw vars: Not tested Not tested Not tested
Multinomial) Liq, Size, FCF; IW vars: Liq, Size
Hostile takeovers: Raw vars:
Liq, Size, MTB, ROCE;
IW vars: Liq, Size, MTB
Friendly takeovers: Raw vars:
Lev, Size; IW vars: Lev, Size
Barnes (1998) Logit and LDA, after Matched as Profitability, Sales growth Weighted; 98.57%; Not
removing multicollinearity per industry & Shareholders’ equity Errors Minn; 97.64%; possible
(removed vars with and Mkt Cap Returns Maxn 98.5%
correl >0.65)
Barnes (2000) Logit and LDA, after Matched as Profitability, Sales growth & Weighted; 98.49% Not
removing multicollinearity per industry Shareholders’ equity as per Returns Maxn possible
(removed vars with and Mkt Cap Logit; Dividend growth, Sales
correl >0.65) growth & leverage as per LDA
Sorensen (2000) Univariate ANOVA, Matched by size None! Liquidity NA ~60% Not tested
Multivariate Factor and industry (Weakly significant)
Analysis, Logit
Cudd & Duggal Logit Random Size, ROE, Growth – Error Minn 76.10% Not tested
(2000) resource mismatch,
Growth, Leverage,
Liquidity, Industry
disturbance
Powell (2001) Binomial Logit Random NA Return Maxn 77% (Raw) Not
88% (Wtd) possible
Powell (2004) Multinomial logit Random Hostile target: Lower Return Maxn >90% Not
liquidity; Friendly target: possible
Smaller size, Growth resource
imbalance, Industry characteristics
Ooghe, Langhe, Comparison Not selected Multiple target: Higher sales Not tested Not tested Not tested
Camerlynck generating ability,
(2006) Lower asset growth;

46 PREDICTING ACQUISITIONS IN INDIA


Table A3: Industry-wise Descriptive Statistics of Variables used in this Study
Industry Nos ROCE IIS FCF SIZE GR LEV LIQ TNG MTB MCAP
Raw Ind Raw Ind Raw Ind Raw Ind Raw Ind Raw Ind Raw Ind Raw Ind Raw Ind Raw Ind
Wtd Wtd Wtd Wtd Wtd Wtd Wtd Wtd Wtd Wtd
Drugs & Mean 4 7.86 0.41 22.21 3.59 -0.07 -0.03 51.55 0.00 0.69 0.49 1.50 2.16 0.47 0.75 0.43 1.26 0.87 2.94 34.26 0.29
Pharmaceuticals Median 1 4.99 0.66 26.94 4.29 -0.08 0.02 39.04 0.00 0.22 0.09 0.99 1.28 0.47 0.74 0.45 1.28 0.88 3.06 21.88 0.15
Std Dev 2 2.42 1.04 11.78 1.67 0.10 0.36 39.65 0.00 1.27 1.08 1.30 2.04 0.24 0.41 0.19 0.42 0.69 2.26 33.22 0.33
Chemicals Mean 16 15.38 1.18 6.70 0.68 -0.18 20.92 1109.40 0.05 0.05 -0.04 1.93 1.68 0.63 1.81 0.47 0.95 0.28 1.79 193.54 2.48
Median 11.81 0.85 3.68 0.51 0.10 1.78 142.30 0.02 0.10 0.00 1.48 0.75 0.38 1.11 0.39 0.89 0.25 1.72 8.18 0.49
Std Dev 28.58 5.56 7.18 0.71 1.09 84.85 2790.43 0.10 0.27 0.23 2.54 2.54 0.47 2.10 0.27 0.45 0.23 1.33 537.56 6.68
Construction Mean 5 19.41 1.04 4.42 0.68 -0.02 -2.47 146.50 0.02 -0.02 -0.16 1.07 0.56 1.20 3.12 0.18 0.60 0.87 5.14 74.75 1.17
Median 21.23 1.16 0.74 0.36 -0.01 -1.33 142.30 0.01 0.05 -0.04 0.44 0.23 0.70 2.20 0.15 0.60 0.37 2.45 14.73 0.17
Std Dev 13.90 1.03 7.63 0.92 0.06 4.70 128.32 0.02 0.47 0.41 1.54 0.80 0.97 2.94 0.13 0.44 1.11 7.43 97.36 1.53
Financial Mean 16 21.29 1.90 16.31 1.04 0.41 22.17 1228.62 0.00 2.89 2.11 1.85 1.42 10.28 20.45 0.04 1.21 0.61 4.00 116.82 0.63
Services Median 3.63 0.48 16.31 1.04 0.19 2.34 5.34 0.00 0.17 -0.12 2.24 1.01 3.41 8.80 0.02 0.29 0.27 2.66 0.67 0.20
Std Dev 62.29 7.34 0.00 0.00 0.71 52.30 4887.93 0.00 9.33 7.58 1.05 1.40 15.61 33.11 0.06 1.48 0.72 3.84 326.24 0.88
Food & Mean 11 -10.12 -0.97 3.44 0.82 0.23 10.93 44.48 0.02 -0.02 -0.09 1.52 4.57 0.31 1.11 0.60 1.37 0.31 2.13 7.77 0.77
Beverages Median -7.82 -0.58 3.88 1.03 0.19 1.21 19.63 0.01 -0.02 -0.06 1.00 0.82 0.18 0.75 0.62 1.45 0.31 1.34 5.81 0.28

VIKALPA • VOLUME 37 • NO 3 • JULY - SEPTEMBER 2012


Std Dev 18.07 2.29 2.33 0.63 0.27 34.67 52.87 0.03 0.20 0.18 1.88 11.45 1.19 4.04 0.25 0.56 0.23 2.52 7.79 1.26
Machinery Mean 15 13.67 1.24 11.27 0.97 0.02 93.32 121.15 0.04 -0.03 -0.09 1.54 1.92 0.70 1.55 0.26 1.09 1.76 4.97 85.42 1.99
Median 14.70 1.09 7.08 0.72 0.12 1.78 51.71 0.01 -0.01 -0.05 0.87 1.20 0.51 0.99 0.19 0.77 0.27 1.45 7.75 0.15
Std Dev 23.25 2.17 16.01 0.83 0.43 351.17 196.47 0.05 0.28 0.22 1.35 2.04 0.64 1.71 0.18 1.32 4.13 8.43 194.65 3.75
Metals Mean 6 2.50 0.54 8.45 1.27 0.32 -1.20 711.41 0.10 0.68 0.13 15.96 17.81 1.48 3.28 0.52 0.93 0.16 1.65 177.18 3.37
Median 2.30 0.21 6.59 0.87 0.20 -0.24 520.23 0.01 0.11 0.00 7.40 2.26 0.38 1.19 0.48 0.80 0.06 0.54 35.40 0.38
Std Dev 11.37 1.56 8.51 1.34 0.45 5.22 780.94 0.20 1.90 1.09 24.07 39.29 2.91 5.79 0.20 0.28 0.23 2.76 352.37 6.19
Cement Mean 7 20.46 2.53 12.63 0.95 0.13 8.69 615.35 0.03 0.62 0.46 1.67 1.04 0.44 1.34 0.74 1.35 0.49 1.84 682.83 4.49
Median 14.80 1.27 1.93 0.13 0.10 2.01 80.39 0.01 0.08 0.00 0.91 0.44 0.30 0.81 0.51 0.94 0.38 1.23 30.05 0.27
Std Dev 20.74 3.58 25.57 1.88 0.16 16.83 1421.34 0.05 1.39 1.05 1.97 1.18 0.54 1.76 0.78 1.11 0.46 1.58 1688.56 9.01
Misc. Mean 5 11.70 1.51 5.34 1.32 0.16 11.96 183.31 0.03 0.20 0.06 4.51 3.07 0.48 1.15 0.46 0.94 3.23 9.75 69.87 4.11
manufacturing Median -0.68 -0.13 3.48 1.44 0.11 4.06 16.55 0.00 0.10 -0.05 4.51 3.07 0.14 0.45 0.36 0.96 0.40 2.47 40.69 1.88
Std Dev 46.38 5.98 5.56 1.17 0.29 17.26 325.23 0.05 0.35 0.32 2.76 1.88 0.70 1.77 0.19 0.15 5.88 15.82 92.27 5.81
Services Mean 13 13.72 0.86 13.80 1.98 0.06 8.96 971.29 0.10 1.14 0.69 1.63 5.08 -2.06 -2.93 0.44 1.34 0.84 4.33 803.12 6.33
(Commn,hotels, Median 13.04 1.30 11.63 1.38 0.16 2.80 86.66 0.02 0.12 0.01 0.65 1.03 1.00 1.41 0.40 1.17 0.45 2.78 29.83 0.50
health,recreation Std Dev 26.15 1.81 12.50 1.63 0.31 23.47 2588.52 0.20 2.54 2.20 2.13 8.47 13.11 21.39 0.30 0.79 0.85 4.84 2276.93 14.28
IT Mean 8 24.38 1.11 13.45 3.49 0.63 3.99 111.57 0.00 1.85 1.05 0.21 2.36 3.88 2.56 0.24 1.42 5.00 9.97 314.01 1.10
Median 29.98 1.19 11.10 2.29 0.05 0.77 14.03 0.00 0.25 0.07 0.11 1.70 1.89 0.94 0.18 0.94 1.12 1.75 5.21 0.02
Std Dev 29.92 1.61 14.66 4.19 2.45 12.81 165.44 0.00 4.09 2.67 0.26 1.93 45.86 19.82 0.17 1.22 9.79 20.21 648.89 2.15
Trading Mean 7 7.10 0.37 22.57 9.02 0.15 -5.57 214.24 0.00 4.03 1.94 1.70 0.87 2.96 14.26 0.10 0.46 0.35 1.63 101.08 7.57
Median 7.80 0.47 22.57 9.02 0.14 -5.10 2.79 0.00 0.23 0.12 0.91 0.49 2.43 10.07 0.04 0.25 0.23 1.31 0.21 0.02
Std Dev 11.70 0.53 0.00 0.00 0.39 9.95 560.68 0.01 8.50 4.20 2.30 1.13 2.81 17.28 0.16 0.67 0.28 1.17 264.72 19.93
Textiles Mean 8 -1.22 -0.09 9.90 1.18 0.15 5.11 83.32 0.02 0.00 -0.03 2.09 0.88 0.37 1.12 0.43 1.02 0.31 2.66 10.15 1.57
Median 6.12 0.64 12.73 0.98 0.13 0.57 26.26 0.00 -0.04 -0.09 1.35 0.19 0.34 0.92 0.39 0.81 0.13 1.06 2.13 0.29
Std Dev 22.10 2.54 5.74 0.86 0.10 15.93 145.25 0.03 0.17 0.20 2.07 1.82 0.27 0.90 0.27 0.75 0.53 4.47 17.52 3.10
All Mean 122 11.42 0.92 10.23 1.46 0.13 20.43 540.93 0.03 0.83 0.47 2.69 3.32 1.88 4.18 0.39 1.11 1.04 3.77 233.07 2.86
Median 7.12 0.63 5.77 0.93 0.10 1.25 22.83 0.00 0.07 -0.03 0.99 0.91 0.50 1.09 0.31 0.94 0.29 1.48 6.71 0.29
Std Dev 30.27 3.70 12.13 1.79 0.82 131.02 2228.97 0.09 3.76 2.84 7.17 11.40 13.51 16.25 0.33 0.88 3.19 7.27 946.22 8.12

47
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Acknowledgment. The authors are grateful to the participants


of the AFAANZ/IAAER Conference 2008 held at Sydney for
their feedback on this paper.

Parama Barai is an Assistant Professor at the Vinod Gupta Pitabas Mohanty is a Professor of Finance at XLRI School of
School of Management, Indian Institute of Technology, Business and Human Resources. He is a Fellow of IIM Banga-
Kharagpur. She is a Fellow from XLRI School of Business and lore. He is also a cost accountant and CFA. He was a Fulbright
Human Resources, Jamshedpur, and has more than six years Visiting Scholar at Stern School of Business, New York Uni-
of industry experience. Her research interests include Merg- versity in 2009-10. He has more than 15 years of teaching ex-
ers and Acquisitions, Corporate Governance and Valuation. perience in Corporate Finance, Investments, Company
She has published her work in national and international jour- Valuation and Financial Modeling. His research interests in-
nals, and also participated in a number of conferences. clude M&A, Market Efficiency and Asset Pricing.
e-mail: parama@vgsom.iitkgp.ernet.in e-mail: pitabasm@xlri.ac.in

VIKALPA • VOLUME 37 • NO 3 • JULY - SEPTEMBER 2012 49

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