about bank merger and acquisition

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This study explores two issues, one is to investigate the determinants of net interest margins and bank risk-taking from 1993 to 2001 in a partial universal banking system, taking Taiwan as our example, and the other is to provide some empirical evidences of exchange ratio determination of bank mergers in Taiwan. In the first topic, the partial universal banking system here is a mix of the conventional commercial banking system (whose activity is mainly loan-deposit taking) and the universal banking system (engaging in both loan-deposit and investment activities). We employ the recently developed method of the panel data threshold regression method to estimate the determinant function of the net interest margin and bank risk-taking model. It is found that the corporate governance plays an important role in explaining the recent behavior of the banking industry. The empirical results show that the net interest margins in the commercial banking system are affected by credit risk, interest rate risk, the degree of leverage and management quality, unlike the net interest margins in the universal banking system which are more sensitive to only-credit risk and the degree of leverage. Moreover, the relationship between managerial ownership and credit risk taking behavior is inverse U-shape in the commercial banking system, consistent with the corporate control hypothesis, unlike U-shape relation in the universal banking system that supports moral-hazard hypothesis. In the second topic, we not only extend Larson and Gonedes (1969) merger exchange ratio model to taking account of market risk and more participants but also apply Marsh-Merton dividend behavior reduced form (1987) to estimate the expected post-merger price-earnings ratio. Taking the first case of the bank merger according to the Financial Institution Merger Law as our sample, we find that the L-G model indicates the interval of exchange ratios that enhance, or at least not cause any diminution in the wealth positions of all parties to a proposed bank merger. Also, the bargaining area offers some information to help merger candidates to negotiate final actual exchange ratio.

本文研究的是公司的所有權結構對於合併關係的影響，衡量是否在雙方銀行持股結構差異較大時，雙方合併的綜效或風險會因此而增加。本研究的另一項重點，在於試圖對一些在股權結構上的傳統認知提出挑戰。我們往往認為政府持股比率越高時，企業整體的營運會趨於無效率化；而當法人或金融機構持股比率較高時，這些公司較能夠用公正的立場來監督董事會或是企業經營的成果；而家族持股比率部分，說法則正反不一。本部分研究與其他類似研究的最大不同點，是挑選了台灣近年蓬勃發展的銀行業，希望能在此高度受到管制的行業當中，找出證據證明或是反駁上述的刻板印象。 經過研究與分析之後我們發現，家族以及政府機關持股比率對銀行的發展存在不良影響，然而我們卻缺乏顯著證據證明金融機構持股比率將有利於銀行合併。最後，在本研究中代表部分文化差異的持股結構差異變數，對於銀行在合併前後的提列呆帳準備、稅前淨利以及營運成本有顯著的不良影響，符合本研究的基本假設。 / This paper is to examine the relationship between corporate ownership structure and mergers & acquisitions, and to comprehend whether the “Ownership Distance” will affect the synergy or the risk during corporate mergers & acquisitions. Moreover, we study the conventional wisdom of relationship between ownership structure and corporate governance. Traditionally, we are usually accepted the idea that government controlling companies will result in operating inefficiency, and institutional shareholders are more impartial auditors. First, our results in sample of Taiwan banking industry indicate that the family and government shareholders are harmful to corporate governance, and the result of financial institutional shareholders is uncertain. Second, we find evidence that the “Ownership Distance” which roughly describes culture distance between merger companies will have a negative impact on several income statement components such as “provisions”, “earning before tax”, and “overhead cost”. The result is cohered with our hypothesis.