published_or_final_version / abstract / Law / Doctoral / Doctor of Philosophy

This dissertation is a growth options analysis of high tech mergers. I analyze the impact growth options have on the likelihood of a high tech firm being acquired, the premiums paid for these acquisitions, and the synergies that result from these mergers. I examine how proxies for growth options interact with those for the resources needed to fund growth. A significant part of my analysis involves developing and examining a new growth options proxy, Gamma, the return on investment a firm realizes in growth options value from its R&D expenditures. I find that firms that are better than their peers in converting R&D into growth options value, i.e. they have high Gamma, are more likely to be targeted for acquisition than low-Gamma firms. The premiums paid are impacted most by the characteristics of the deal, primarily when deals are competitive, and GDP growth. The acquirer's Gamma, however, is very significant in predicting premiums. Acquiring firms with high Gamma pay significantly lower premiums. The synergies that result from a merger are measured in short and long run returns, and most mergers result in value destruction to the combined firm. In the fewer than 20% of the mergers that resulted in positive long run abnormal returns, the premium paid and whether the deal was competitive significantly reduced the returns. However the two characteristics that significantly increased returns were the acquirer's Gamma and if the acquirer and target had complementary characteristics for growth options levels and free cash flow. / by Sean M. Davis. / Thesis (Ph.D.)--Florida Atlantic University, 2011. / Includes bibliography. / Electronic reproduction. Boca Raton, Fla., 2011. Mode of access: World Wide Web. FboU

Acquisitions are regarded as a strategy to redeploy a firm's intangible assets, apart from tangible assets. A critical intangible asset to be redeployed in acquisitions is nonmarket capital, particularly in emerging economies. Nonmarket capital, defined as political capital, social capital and reputational capital that increase firm's institutional relatedness, has been viewed as an intangible asset of salient importance in emerging economies, for it can help firms enhance legitimacy, access market information and resources, and reduce uncertainty. And yet, the role of nonmarket capital in corporate acquisitions has been understudied. The main objective of this dissertation is to provide a comprehensive analysis of functions and dimensions of nonmarket capital, and examine how nonmarket capital is related to an emerging economy firm's acquisition strategy and performance. / Drawing from resource-based view and the signaling theory, I posit that substantial nonmarket capital generates value via substantial functions execution and by directly facilitating business transactions, while symbolic nonmarket capital helps signal a firm's underlying attributes and reduce market uncertainties. Accordingly, acquiring firms should leverage their nonmarket capital such that its substantive and symbolic functions can be effectively redeployed in target firms. In this study, I focus on three main target attributes, i.e. state ownership, product relatedness, and listing status that represent the uniqueness of strategic factor markets---political, product, and capital markets---in emerging economies. / Key words: nonmarket capital, acquisitions, China / This dissertation aims to offer several contributions. First, this study enriches the concept of nonmarket capital by theorizing its different functions and dimensions, using the resource-based view and the signaling theory. Second, the study extends the acquisition literature to emerging economies context by highlighting nonmarket capital as a unique intangible asset to be redeployed in acquisitions and effects of nonmarket capital on corporate acquisitions. Finally, the study also offers strategic implications to managers in emerging economies by suggesting how they can leverage (or deploy) their nonmarket capital portfolios in pursuing corporate acquisition strategy. / Using China as the empirical context, data of615 listed firms for 2003-2006 show that: (1) symbolic, instead of substantial, political capital interacts with state-owned targets and is positively related to firm performance; (2) substantial social capital is positively related to product-unrelated targets and such strategy leads to superior firm performance; and (3) symbolic, as opposed to substantial, reputational capital positively affects firm performance in case of unlisted targets. / Zhang, Lingqing. / Advisers: Hang-yue Ngo; Daphne W. Y. Yiu; Kenneth S. K. Law. / Source: Dissertation Abstracts International, Volume: 73-06, Section: A, page: . / Thesis (Ph.D.)--Chinese University of Hong Kong, 2011. / Includes bibliographical references (leaves 186-204). / Electronic reproduction. Hong Kong : Chinese University of Hong Kong, [2012] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / Electronic reproduction. [Ann Arbor, MI] : ProQuest Information and Learning, [201-] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / Electronic reproduction. Ann Arbor, MI : ProQuest dissertations and theses, [201-] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / Abstract also in Chinese.

by Sung Chun. / Thesis (M.B.A.)--Chinese University of Hong Kong, 1995. / Includes bibliographical references (leaves 85-88). / ABSTRACT --- p.ii / TABLE OF CONTENTS --- p.iv / ACKNOWLEDGMENTS --- p.vi / Chapter / INTRODUCTION --- p.1 / Prologue --- p.1 / Purpose of Study --- p.2 / Scope of Study --- p.2 / Organization of Paper --- p.2 / Limitation of the Study --- p.3 / MACRO-ENVIRONMENT --- p.4 / Political Environment --- p.4 / Communist Party Congress --- p.4 / National People's Congress --- p.7 / Legal Environment --- p.10 / Economic Environment --- p.12 / Inflation --- p.12 / The Scale of Investment --- p.13 / State-owned Enterprises --- p.14 / Agriculture --- p.16 / Consumer Goods Market Environment --- p.20 / COMPANY PROFILE --- p.24 / Goldlion Holding Limited --- p.24 / Introduction --- p.24 / Business --- p.25 / Performance --- p.27 / Strengths --- p.29 / Prospects --- p.30 / Forever Attempt Limited --- p.32 / Introduction --- p.32 / Business --- p.34 / Strengths --- p.36 / Prospects --- p.38 / EVALUATION --- p.40 / External Issues --- p.40 / Internal Issues --- p.43 / The Acquisition Deal --- p.49 / CONCLUSION --- p.53 / APPENDIX --- p.54 / BIBLIOGRAPHY --- p.85

by Lam Chui Yan, Coris, Lam Tsz Cheung. / Thesis (M.B.A.)--Chinese University of Hong Kong, 1995. / Includes bibliographical references (leaves 95-97). / ABSTRACT --- p.ii / TABLE OF CONTENTS --- p.iii / LIST OF TABLES --- p.v / ACKNOWLEDGMENT --- p.vi / Chapter / Chapter I. --- INTRODUCTION --- p.1 / Background --- p.1 / Objective and Scope --- p.2 / Chapter II. --- METHODOLOGY --- p.4 / Literature Review --- p.4 / Field Studies --- p.4 / Analysis and Conclusion --- p.5 / Chapter III. --- OVERVIEW OF VALUATION METHODOLOGY --- p.6 / Chapter IV. --- VALUATION METHODS REVIEW --- p.8 / Capitalization of Earnings (P/E) --- p.8 / Net Asset value (NAV) --- p.14 / Net Cash flow (NCF) --- p.22 / Chapter V. --- PITFALLS --- p.27 / General Problems Inherent in Valuation Methods --- p.27 / Accounting Policies --- p.29 / Tax Reforms --- p.37 / Asset Valuation Practices --- p.45 / Unification of Foreign Exchange --- p.54 / Legal Issues --- p.55 / Others --- p.67 / Chapter VI. --- CONCLUSION --- p.73 / Combination of Techniques --- p.73 / Range Estimate --- p.74 / "Keep Abreast of ""Surprises""" --- p.74 / Appendix / Chapter I. --- COMPONENTS OF INCOME TO BE EXCLUDED FROM MAINTAINABLE EARNINGS --- p.76 / Chapter II. --- MAJOR FACTORS TO BE CONSIDERED IN ASSESSING THE CAPITALIZATION RATE --- p.78 / Chapter III . --- COMPARISON BETWEEN INTERNATIONAL ACCOUNTING PRACTICES AND PRC ACCOUNTING RULES --- p.80 / Chapter IV. --- COMPARISON OF NEW BT WITH CICT AND THE OLD BT --- p.88 / Chapter V. --- REAL PROPERTY GAINS TAX --- p.90 / Chapter VI. --- MAIN FEATURES OF VALUE ADDED TAX --- p.93 / BIBLIOGRAPHY --- p.95

by Lee Ka Wing, Liu Chi Ngai. / Thesis (M.B.A.)--Chinese University of Hong Kong, 2001. / Includes bibliographical references (leaves 46-47). / ABSTRACT --- p.i / TABLE OF CONTENTS --- p.ii / Chapter / Chapter I. --- INTRODUCTION --- p.1 / Chapter II. --- COMPANY BACKGROUND --- p.3 / Pacific Century CyberWorks Limited --- p.3 / History --- p.3 / Major Business --- p.5 / Performance --- p.7 / Management of PCCW --- p.8 / Shareholdings Distribution (Prior to the merger) --- p.9 / Cable & Wireless HKT --- p.9 / History --- p.10 / Major business --- p.11 / Performance --- p.11 / Shareholdings Distribution (Prior to the merger) --- p.13 / Chapter III. --- REASONS FOR THE ACQUISITION --- p.14 / Chapter IV. --- MAJOR EVENTS --- p.17 / Competitive bid by SingTel --- p.17 / Arrangement for the USS12 billion loan --- p.18 / The Composite Document --- p.19 / Stories Behind the Offers (Prior to the Mergcr) --- p.20 / Probable strategy of C&W behind the acceptance --- p.21 / Chapter V. --- FINANCING PACKAGE --- p.24 / PCCW Equity Funding --- p.24 / PCCW Loan Funding --- p.25 / Chapter VI. --- ANALYSIS ON THE EFFECTS OF CORPORATE ANNOUNCEMENTS --- p.27 / Market Efficiency --- p.27 / Methodology --- p.28 / Announcements --- p.29 / Chapter VII. --- AFTERMATH --- p.31 / Financial Ferformance --- p.31 / What Went Wrong? --- p.32 / Economic and Corporate Governance --- p.34 / APPENDIX --- p.39 / BIBLIOGRAPHY --- p.46

by Mao Yim Cheung, Ng Kai Chung. / Thesis (M.B.A.)--Chinese University of Hong Kong, 2001. / Includes bibliographical references (leaves 58-59). / ABSTRACT --- p.i / CHAPTER / Chapter I. --- INTRODUCTION --- p.1 / Chapter II. --- LITERATURE REVIEW --- p.6 / Chapter (I) --- Review Of The Justifications For A Merged Entity Failing To Create Value --- p.6 / Chapter (II) --- Analytical Framework --- p.13 / Chapter III. --- COMPANY BACKGROUND --- p.27 / Chapter (I) --- Pacific Century Cyber Works --- p.27 / Chapter (II) --- Cable & Wireless HKT --- p.33 / Chapter IV. --- MERGER DIAGNOSIS --- p.37 / Chapter (I) --- Value Dynamics Framework Analysis --- p.37 / Chapter V. --- RECOMMENDATIONS --- p.52 / Chapter (I) --- Reposition NOW --- p.52 / Chapter (II) --- Focus More On HKT's Corporate Clients --- p.52 / Chapter (III) --- Restructure The CyberWorks Venture (CWV) --- p.53 / Chapter (IV) --- Transform Core Businesses Into Joint Ventures --- p.54 / APPENDIX --- p.55 / BIBLIOGRAPHY --- p.58

本文主要研究兼收并购目标公司进行股权回购对于并购结果的影响。通过对美国1995年至2010年间媒体报道可能收到并购要约的公司样本进行分析，本文主要有以下发现：首先，股权回购能够降低目标公司实际收到并购要约的可能性；其次，对于市场传闻属实，的确收到要约的公司，股权回购能够降低公司被成功收购的概率。以上的发现与理论研究相符合，证明了股权回购能够有效的阻止目标公司被收购。进一步的，本文分析了该种防御性股票回购对于目标公司股东的影响。假设目标公司管理层进行回购的目的仅仅是为了自身利益而防止公司被收购，那么该举措将降低公司的价值以及股东的回报率。相反的，如果目标公司管理层进行回购的目的是防止公司价值被低估，并提高其在并购谈判中的议价能力，那么该举措将增加公司的价值以及股东的收益。通过对成功的并购案例进行实证分析，本文发现股票回购能够提高目标公司在并购整个过程中的收益。具体地，进行股权回购的目标公司相比收到现金的可能性增加，收到现金所占整个交易额的比例增加，并能获得更高的报酬率。另外，收购方的收益并不会随之增加，说明回购使得市场上调对于目标公司的估值，并且全部相应的收益都被目标公司得到。这从另一个方面说明目标公司的议价能力上升。 / This paper examines the effect of target share repurchase on outcomes of possible takeover attempts between 1995 and 2010. Consistent with deterrent effect hypothesis, I find that rumored targets are less likely to receive actual bids if they use share repurchase as a self-defense strategy. Moreover, for the subsample of rumored targets that receive bids afterwards, I find a significant negative relation between share repurchase and the likelihood of deal completion. Furthermore, I test the hypothesis that share repurchase is used by self-interested target managers for entrenchment purpose, and as a result the cost of signaling may lead to lower premiums for target shareholders. As an alternative hypothesis, share repurchase may increase bargaining power of target managers and result in better negotiated terms. Consistent with the enhanced bargaining power hypothesis, I find that target share repurchase is associated with higher probability of receiving cash as part of payment, with higher percentage of cash received, and with higher target takeover premiums. / Detailed summary in vernacular field only. / Xia, Yidan. / Thesis (M.Phil.)--Chinese University of Hong Kong, 2013. / Includes bibliographical references (leaves 29-30). / Abstracts also in Chinese. / Chapter I. --- Introduction --- p.1 / Chapter II. --- Data collection and summary statistics --- p.6 / Chapter A. --- Sample Construction --- p.6 / Chapter A.1. --- Rumor sample --- p.7 / Chapter A.2. --- Complete Sample --- p.8 / Chapter B. --- Sample Description --- p.9 / Chapter C. --- Variable Construction and Summary Statistics --- p.11 / Chapter C.1. --- Repurchase variables --- p.11 / Chapter C.2. --- Premiums --- p.12 / Chapter III. --- Empirical Results --- p.17 / Chapter A. --- Deterrent Effect --- p.18 / Chapter A.1. --- Probability of Receiving Actual Bid --- p.18 / Chapter A.2. --- Probability of Deal Completion for Firms Received Bid after Rumor --- p.19 / Chapter B. --- Bargaining Power --- p.20 / Chapter B.1. --- The Relation between Repurchase and Payment method --- p.20 / Chapter B.2. --- The Relation between Repurchase and Target Premiums --- p.22 / Chapter B.2. --- The Acquirer Returns --- p.24 / Chapter IV. --- Conclusions --- p.27 / Appendix --- p.28 / References --- p.29 / Tables --- p.31

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Thesis (M.B.A.)--University of Hong Kong, 1985.