the dual tracking puzzle
TRANSCRIPT
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8/3/2019 The Dual Tracking Puzzle
1/44Electronic copy of this paper is available at: http://ssrn.com/abstract=899983
The Dual Tracking Puzzle: When IPO Plans Turn into Mergers
Qin Lian*University of Alabama
Department of Economics, Finance & Legal StudiesTuscaloosa, AL 35487-0224
Phone: 218-341-0217E-mail: [email protected]
Qiming WangFMIS Department, SBE 150
Labovitz School of Business & EconomicsUniversity of Minnesota Duluth
412 Library DriveDuluth, MN 55812
Phone: 218-726-7083Fax: 218-726-7517
E-mail: [email protected]
Current Version, March, 2007First Draft, January, 2005
Keywords: Dual Tracking, IPO Withdrawal, Acquisition Discount, CARs
JEL Classification: G14, G34, G39
*Corresponding author. The authors thank Anup Agrawal, James Ligon, HarrisSchlesinger, and participants at the 2005 Financial Management Association International(FMA) meeting and the 2006 European Finance Association (EFA) meeting for theirhelpful comments.
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The Dual Tracking Puzzle: When IPO Plans Turn into Mergers
ABSTRACT
We examine a sample of 132 dual tracking targets private firms entertaining acquisition
offers at the same time as preparing for initial public offerings (IPOs) and eventually
withdrawing their IPOs to be acquired after spending considerable time, money, and
effort preparing for IPOs. We find that dual tracking private targets sell at a 58 percent
acquisition premium relative to comparable private targets that never file IPO
registrations, while their acquirers still earn a substantial average abnormal
announcement return of 2.6 percent. Controlling for endogeneity effects does not change
our results. The significant acquisition premium is due to neither dual tracking targets
improved bargaining power in negotiations nor higher potential synergistic benefits for
bidders. The premium is more consistent with the explanation that dual tracking private
targets can signal their valuation to bidders and reduce valuation uncertainty by filing
IPO registrations.
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Investors in a private firm can cash out by either selling shares to investors in the initial
public offering (IPO) market or selling the firm to a public firm in the merger and
acquisition (M&A) market. By investigating whether an IPO or a takeover is eventually
used by a private firm to turn public, Brau, Francis, and Kohers (2003) and Poulsen and
Stegemoller (2007) suggest that private firms choose the IPO market instead of the M&A
market as the pathway to access the public equity market when they 1) have higher
growth opportunities and more capital constraint, 2) are easier to value, and 3) are in a
relatively hot IPO market.
However, by focusing only on which route is chosen eventually by a private firm, this
literature overlooks possible connections between IPO and M&A markets for private
firms planning to sell their assets in public equity markets. While most private firms do
decide whether an IPO or a takeover is the appropriate pathway to public ownership from
the get-go and pursue the strategy from the beginning, a subgroup of private firms,
namely dual tracking firms, seems to pursue transactions in both IPO and M&A
markets simultaneously.1 A dual tracking private firm files an IPO registration while also
exploring opportunities to be acquired. The firm either successfully completes its IPO or
withdraws from the IPO registration to be acquired. However, the firm rarely declares its
intention to dual track both IPO and M&A markets. Due to limited disclosure, we cannot
identify a dual tracking firm that succeeds in its IPO instead of being acquired or a dual
tracking firm that is acquired by a private firm. Therefore, in this paper, we focus on dual
tracking target firms withdrawn-IPO firms that are acquired by a public firm after
1 Zingales (1995) and Pagano, Pannetta, Zingales (1998) posit that an IPO is the initial step for
entrepreneurs to eventually sell their assets in takeovers.
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withdrawing IPO registrations to study how IPO registrations affect their acquisition
valuations.
The choice to pursue dual tracking is puzzling. The IPO registration process is costly.
Lee, Lochhead, Ritter, and Zhao (1996) document direct expenses (registration fee and
printing; legal and auditing costs) of IPO registration at 3.69 percent of expected
proceeds for IPOs from 1990 to 1994. Given that the median dual tracking private firm in
our sample plans to raise $44 million in their IPO filings, the IPO registration cost is
estimated to be $1.6 million. When a dual tracking private firm withdraws its IPO to be
acquired, it essentially forfeits all the time, money, and effort spent on the registration
process. So the ultimate question is, if a private firm sells itself to a public firm via a
takeover, why does it file for an IPO and endure the additional costs of the IPO
registration process in the first place?
As the first attempt to shed light on the dual tracking puzzle, this paper investigates
targets acquisition valuations and acquirers announcement returns for a sample of 132
dual tracking private firms between 1984 and 2004.
First, we examine the effects of filing and withdrawing IPO registrations on private
targets valuations in the M&A market. We compare the valuations of dual tracking
private targets to those of three control samples: 1) pure private targets, 2) newly public
targets, and 3) established public targets.
Consistent with previous studies, we find that private targets sell at an acquisition
discount of 10-20 percent relative to similar public targets. However, our results suggest
that the acquisition discount of private targets mainly reflects the discount of pure private
targets relative to both newly public and established public targets. We find that dual
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tracking private targets receive valuation multiples comparable to those received by
newly public targets. They also receive significantly higher valuation multiples than those
received by the matched sample of established public targets.
Most importantly, we find that, compared to pure private targets, dual tracking private
targets sell at a significant acquisition valuation premium of 58 percent even after
controlling for several valuation-related firm attributes. This result remains, after
accounting for private firms self selection of the dual tracking path over a straight sale.
Our results suggest that dual tracking private targets are willing to endure the additional
costs of IPO registration because they will likely receive higher acquisition valuations
than they otherwise would in takeovers.
Then, the next question is how investors react in situations when buyers are willing to
pay significant acquisition premiums relative to prices paid to acquire similar pure private
targets. To answer this question, we compare average announcement period cumulative
abnormal returns (CARs) for public firms that acquire dual tracking private targets to
acquirers announcement returns for acquisitions of pure private targets. Recent studies
show that acquirers experience positive average CARs when acquiring private targets and
zero or negative average CARs when acquiring public targets. 2 Fuller, Netter and
Stegemoller (2002) posit and Officer, Pouslen and Stegemoller (2006) show that the
lower acquisition prices in acquisitions of private targets explain bidders superior CARs
when acquiring private targets. Given that dual tracking private targets receive significant
acquisition premiums relative to pure private targets and are sold at a price as if they were
2 See Chang (1998), Fuller, Netter and Stegemoller (2002), Faccio, McConnell and Stolin (2006), Officer,
Poulsen and Stegemoller (2006), and others.
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public, we would expect that acquirers CARs would be significantly lower when
acquiring dual tracking private targets than when acquiring pure private targets.
However, we find that acquirers still earn a significantly positive average CAR of 2.6
percent around the announcement of acquisitions of dual tracking private targets and a
significantly positive average CAR of 2.65 percent around announcement of acquisitions
of pure private targets. This difference in CARs is statistically insignificant, even after
controlling for the size of the acquirer, the acquisition valuation ratio, the method of
payment, and the relative size of the target. This finding suggests that other market
participants agree with acquirers assessment of the valuations of dual tracking private
targets and deem the average 58 percent acquisition premium paid for such targets to be
justified.
Finally, we explore three explanations for the higher acquisition premiums received
by dual tracking private targets relative to pure private targets. We find no evidence to
support the bargaining power hypothesis that dual tracking targets use the IPO filing, thus
increasing their visibility and generating an outside option, to improve their bargaining
power to negotiate higher prices. The median (mean) numbers of bidders for dual
tracking and pure private targets are same. Acquisition premiums relative to pure private
targets for dual-tracking targets are not different between dual-tracking firms that
withdraw IPOs before acquisition announcements and those withdrawing IPOs after
announcements. We also find little evidence to support the argument that dual tracking
targets receive higher acquisition premiums due to higher synergistic benefits for
potential bidders. Information disseminated via the IPO process might lead to acquirers
that have greater potential synergies from acquisitions. Therefore, acquirers are willing to
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pay premiums for withdrawn-IPO firms. The post-acquisition long-run stock
performances for acquirers of dual tracking targets are no better than those for acquirers
of pure private targets.
Another potential explanation for the higher premium is the lower valuation
uncertainty hypothesis. Fulfilling the SEC registration requirement reduces valuation
uncertainty surrounding those private targets through more and better information
disclosure. And the book-building process generates information on investors demand
and on valuations for those targets. This argument implies that private firms that are
difficult to value, such as firms with high growth potentials, are more likely to take the
dual tracking route. Consistent with this implication, we find that private firms with
higher growth rates, higher R&D costs, and lower profits are more likely to dual track
both IPO and M&A markets. In other words, private targets with higher valuation
uncertainty are more likely to use IPO filings, though costly, to reduce their valuation
uncertainty and subsequently increase their acquisition prices relative to comparable pure
private targets.
Our results on acquisition valuation of various private and public targets contribute to
the previous studies on acquisition discount received by private targets. Koeplin, Sarin,
and Shapiro (1996)and Officer (2007) document that private targets are acquired at an
average 15-30 percent discount relative to similar public targets. Our paper extends the
previous studies by not only considering the impact of targets listing status, private or
public, on their acquisition valuations, but also finding that by dual tracking both IPO and
M&A markets, private targets that withdraw their IPOs command similar valuation ratios
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as public targets and significantly higher acquisition valuation ratios than other
comparable pure private targets do.
Our paper also contributes to the IPO withdrawal literature. Busaba (2006) and
Busaba, Benveniste, and Guo (2001) argue that IPO withdrawals can be a valuable option
for issuers to solicit the true information from investors in the book-building process.
Dunbar and Foerster (2007) and Lian (2007) find that 9% of withdrawn IPOs are able to
return to the IPO market successfully. This paper adds to the IPO withdrawals literature
by examining dual tracking firms that are acquired after IPO withdrawals, an alternative
of withdrawn IPOs, and provides evidence that withdrawals are valuable options for
issuers by showing that 9% of withdrawn IPOs are acquired in M&A market shortly after
withdrawals and at a significant premium to other pure private targets.
The rest of the paper is organized as follows. Section I describes our data and presents
sample descriptive statistics. Section II examines the acquisition valuation ratios, and
Section III investigates acquirers returns around the announcement period. Section IV
addresses concerns on selection bias, and Section V examines three explanations for the
higher acquisition premium for dual tracking private targets. Section VI concludes.
I. Sample Selection and Data Description
A. Sample and Data Sources
Our primary data sources are the Global New Issues Database and the Merger and
Acquisition Database from the Securities Data Corporation (SDC). Our sample includes
acquisitions over the period January 1, 1984 July 25, 2004.3
3 We use 1984 as the beginning point because SDC started IPO withdrawal coverage that year.
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We first extract a list of IPO withdrawals, firms that file an IPO registration but later
withdraw, from the Global New Issues Database. From the Merger and Acquisition
Database, we construct a takeover sample that contains completed deals involving 100
percent acquisitions of U.S. private firms by U.S. publicly traded acquirers. Using 6-digit
CUSIPs to match the withdrawn-IPO list and the takeover list, we identify a sample of
dual tracking private targets. After verifying the accuracy of matching, using SEC filings
from the SEC Edgar database and the Lexis-Nexis Academic database, we obtain a
sample of 150 dual tracking private targets that announce their acquisitions within three
years of their initial filing dates. Following a similar procedure, we also construct a
sample of 507 newly public targets that have completed their IPOs and announce their
acquisitions within three years of their IPO dates.
[INSERT TABLE I]
Panel A of Table I reports IPO completion and withdrawal activities, as well as
subsequent takeover activities for withdrawn IPOs and newly public firms by year.
During the sample period, 1,652 firms (around 20 percent of all IPO filings) withdraw
their IPOs. Of those IPO withdrawals, 150 (9 percent) are acquired by public bidders
within three years of their IPO registrations. About two-thirds of our sample of
acquisitions of dual tracking firms occurs during the late 1990s. Of the successful IPOs,
507 (8 percent) are acquired within three years of their IPO dates. Panel B of Table I
summarizes IPO and takeover activities by industry. We follow the industry
classifications used in Busaba, Benveniste, and Guos (2001) study of IPO withdrawal
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options.4 Dual tracking targets and newly public targets are widely distributed across
industries the service sector has the most dual tracking targets and newly public targets.
[INSERT FIGURE 1]
Figure 1 shows the distribution of the number of days between IPO filing and
announcement of acquisition for dual tracking private targets and the number of days
between IPO date and announcement of acquisition for newly public targets. In the dual
tracking private target sample, the average (median) number of days from the IPO
registration filing date to the takeover announcement date is 376 (294) days. However,
the average (median) number of days for the newly public target sample is 611 (625)
days after its IPO date. Sixty-four firms announce their acquisition before they formally
file an IPO withdrawal form with the SEC.5 Approximately 25 percent of the targets that
withdraw their IPOs are acquired within 115 days of their IPO registrations, but merely 5
percent of newly public firms are acquired within 115 days of their IPO date. Dual
tracking firms shorter average time from IPO registration to takeover suggests that a
potential acquisition drives some of these firms to withdraw their scheduled offerings.
Three control samples are constructed as following. For each dual tracking private
target we find an acquisition of a comparable pure private target, newly public target, and
established public target (a firm that has been public for more than three years).
4 We add the financial industry (two-digit primary SIC codes: 60-69), which is excluded in Busaba,
Benveniste, and Guo (2001).
5 These 64 firms that are acquired before their formal IPO withdrawals truly dual track IPO and M&A
markets simultaneously
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Comparable targets are in the same two-digit primary SIC code industry6, have the same
acquisition payment method (stock or cash or combination of stock and cash), are
announced within a 90 calendar-day window around the announcement of the acquisition
of the dual tracking private target, and have the closest deal value among acquisitions that
meet the first three conditions. We collect financial data for newly public targets and
established targets from COMPUSTAT if available and from the SDC database otherwise.
For dual tracking private targets, we try to obtain financial data from SEC filings by their
acquirers7 if available and from the SDC database otherwise. We use the SDC database to
obtain financials for pure private targets. In the final sample, we include only those dual
tracking private targets with available deal values and financial information for the fiscal
year preceding the takeover, and those acquirers that are covered by CRSP over the event
period. Our final sample includes 132 dual tracking private targets, a matched sample of
pure private targets, a matched sample of newly public targets, and a matched sample of
established public targets.
[INSERT TABLE II]
6Like Officer (2007), we use this comparable industry transaction method to compare acquisition
valuation differences between private targets and public targets, as suggested by Kaplan and Ruback (1995)
7 Securities regulations require that public acquirers disclose financials of targets of takeovers that have
material impact (acquisitions in which that deal value is more than 10% of the acquirers total assets) in
their SEC filings, including S4, 8K, Proxy, or S1 filings. We obtain the financials of private targets
acquired through the SEC Edgar, 10K Wizard, and LexisNexis databases. See Fuller, Netter and
Stegemoller (2002) for details and we thank Mike Stegemoller for point out this data sources for private
targets.
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B. Sample Characteristics
Table II reports attributes for acquisitions of dual tracking private targets, pure private
targets, newly public targets, and established public targets. Panel A presents the
characteristics of takeover deals and acquirers. The first three rows show that: 1) deal
value, acquirers size (measured as the market value of equity one month prior to the
acquisition announcement), and target-to-acquirer relative size (measured as deal value
divided by the acquirers size) for acquisitions of private targets are significantly lower
than those for acquisitions of public targets; 2) and acquisitions of dual tracking private
targets, on average, have a higher deal value and larger acquirer, but with lower relative
target-to-acquirer size, than acquisitions of pure private targets do. The last two rows
show that: 1) acquirers, on average, use more stock and less cash as acquisition
currencies when purchasing public targets than when purchasing private targets; 2) and
only in acquisitions of pure private targets, cash is the dominant payment method with
fraction of cash payment at mean (median) of 50% (53%) and fraction of stock payment
at mean (median) of 41% (20%); 3) and with fraction of cash payment at mean (median)
of 33% (5%) and fraction of stock payment at mean (median) of 56% (76%), payment
methods in acquisitions of dual tracking private targets seems more like that in
acquisitions of newly public targets and established public targets.
Panel B describes targets sales, sales growth over the takeover year, OPA (defined as
EBITDA divided by total assets), OPS (defined as EBITDA divided by sales), leverage
(defined as the total debt divided by total assets), and R&D (defined as research and
development expenses divided by total assets). As shown in Panel B, dual tracking
private targets are smaller, as measured by sales, than newly public and established
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public targets, but larger than pure private targets. Dual tracking private targets, on
average, have significantly higher sales growth, use more financial leverage, and spend
more on research and development (R&D) than all other comparable targets do. However,
on average, dual tracking targets have poorer operating performance, as measured by
OPA and OPS.8
II. Acquisition Valuations of Dual Tracking Private Targets
In this section, we examine the acquisition valuation difference between dual tracking
private targets and other targets, including pure private targets, newly public targets, and
established public targets. Section A deals with results of univariate analyses and Section
B discusses results of multivariate tests where other determinants of valuations are
controlled for.
[INSERT TABLE III]
A. Univariate Comparisons of Acquisition Multiples
Following Officer (2007), we use three different acquisition multiples: deal value to
sales, deal value to book value of equity, and deal value to EBITDA to compare
acquisition valuations of different types of targets.9 Table III reports mean and median
acquisition valuation multiples for dual tracking private targets and three samples of
8 We also compare firm attributes of dual tracking private targets and newly public targets at the time of
their initial IPO filings. The unreported results are similar to those presented in Panel B of Table 2.
9 Officer (2007) uses the average of percentage differences in four acquisition valuation multiples of private
targets relative to public targets as the acquisition discount/premium for private targets. We do not use price
to earnings, the fourth acquisition multiple used by Officer (2007) to derive average acquisition discount,
because including price to earnings reduces size of dual tracking private targets by more than 70%.
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comparable targets. The mean and median values of the three acquisition multiples show
similar patterns. Because of extreme outliers in the right-hand tail for all the multiples,
we focus on the median values in the following discussions.
As shown in Table III, two of the three valuation multiples in acquisitions of dual
tracking private targets are significantly higher than those in acquisitions of pure private
targets. Acquirers typically pay $2.99 for each dollar in sales for dual tracking private
targets. This amount is 63 percent higher than the $1.8410
per dollar in sales paid for pure
private targets. Acquirers, on average, pay $14.07 per dollar in book value for dual
tracking private targets, and this figure is 58 percent higher than the $8.88 per dollar in
book value paid for pure private targets. The deal value to EBITDA in acquisitions of
dual tracking targets is 12.86, which is similar to the 12.79 multiple in acquisitions of
pure private targets. Averaging the difference in these acquisition multiples, we find that
dual tracking private targets sell at a significant 41 percent premium relative to
comparable pure private targets in takeovers by public acquirers.
As also shown in Table III, on average, dual tracking private targets generally receive
similar valuation multiples compared to newly public targets, but they receive higher
valuation multiples compared to established public targets. However, pure private targets
sell at lower acquisition multiples compared to both newly public targets and established
public targets. This pattern suggests that the private target acquisition discount
documented in Koeplin, Sarin, and Shapiro (1996) and Officer (2007) is driven by lower
acquisition valuations of pure private targets. Using deal value/sales, which is not
10 This number is similar to Officers (2007) results that stand-alone unlisted target firms, including all
private targets, have a typical 1.85 deal valuation ratio on sales.
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truncated, unlike deal value/book value and deal value/EBITDA, we find that, compared
to matched public targets, dual tracking private targets sell at an insignificant 9 percent
premium and pure private targets sell at a significant 32% discount. Following Officer
(2007), after discarding all observations with the percentage difference in valuation
multiples between the private target and the matched public target that is higher than +1
to adjust for extreme outliers, we find, based on average of three valuation multiples,
compared to similar public targets, dual tracking private targets sell at insignificant 3
percent premium and pure private targets sell at significant 21 percent discount.
B. Multivariate Analyses
Our univariate analyses show that, by filing for IPOs and then withdrawing to be
acquired, dual tracking private targets sell at a 41 percent premium relative to pure
private targets in takeovers by public acquirers. We next perform multivariate analyses to
determine whether the premium persists when we control for a panel of valuation-related
independent variables.
B.1 Regression Setup
The dependent variable in our regression is the natural logarithm of acquisition
valuation multiple.11 As for independent variables, we include a dummy for whether the
target is a pure private /newly public/established public firm (1) or a dual tracking private
target (0), a dummy for whether payment is made in stock (1) or not (0), and a dummy
for whether payment is a combination of stock and cash (1) or not (0).
11 Due to skewness of valuation rations, we use natural logarithm transformation of valuation multiples in
all regressions. Our results still hold if we winsorize valuation multiples at top and bottom using 1% and
2% thresholds.
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Bhojraj and Lee (2002) develop a systematic approach for pricing private firms on the
basis of profitability, growth, and risk characteristics. They show that their valuation
method accommodates both the general universe of firms as well as a sub-population of
new-economy firms.12 Therefore, we also include as control variables factors Bhojraj
and Lee (2002) find to be related to firms valuations.
We include as control variables: INDVS (industry enterprise value to sales), the
harmonic mean of the enterprise value-to-sales multiple for all firms within the same
two-digit SIC code at the transaction year13; and INDPB (industry enterprise value to
book value), the harmonic mean of the industry price-to-book (PB) ratio; and INDVE
(industry enterprise value to EBITDA), the harmonic mean of the industry price-to-
EBITDA ratio. We choose INDVS, INDPB, and INDVE to account for industry
valuation factors.
Bhojraj and Lee (2002) show that: 1) the more profitable a firm is relative to its
industry, the higher the valuation, and 2) valuations are less responsive to negative
earnings the negative valuation impact of the dollar loss per dollar of total assets is
smaller than the positive valuation impact of the dollar profit per dollar of total assets.
Therefore, using profit margin (OPA), defined as EBITDA divided by total assets, as our
proxy for profitability, we include as independent variables the Industry-adjusted OPA,
12 New economy firms refer to those loss firms especially among the tech, biotech, and telecommunication
industries. These firms always report negative earnings.
13 The harmonic mean is the inverse of the average of the inversed valuation multiples. Baker and Ruback
(1999) have suggested that the harmonic mean leads to the minimum variance estimates for an industry
valuation multiple. Enterprise value is defined as the sum of market capitalization of equity and book value
of debt.
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defined as the difference between a targets OPA and the median of the OPA of the firms
within the same two-digit SIC code, and Loss*industry-adjusted OPA, where Loss is a
dummy for whether OPA is negative (1) or positive (0).
Finally, we also use LEV, the financial leverage proxy defined as total debt divided
by total assets;14 R&D, the fraction of R&D expenses in total assets; and Growth, the sale
growth for the takeover year, as additional control variables.
[INSERT TABLE IV]
B.2 Regression Results
Table IV reports OLS estimates of regression models of three acquisition valuation
multiples: deal value/sales, deal value/book value, and deal value/EBITDA.
Regressions in columns 1, 4, and 7 of Table IV are estimated for dual tracking private
targets and matched pure private targets. In column 1, the natural logarithm of deal
value/sales is the dependent variable. The coefficients of INDVS and Industry-adjusted
OPA are significantly positive, while the coefficient of Loss*industry-adjusted OPA is
significantly negative. Consistent with the results of Bhojraj and Lee (2002), target firms
from industries with higher valuation receive higher prices in acquisition. Target firms
acquisition valuations are also less responsive to negative earnings than to positive
earnings. Consistent with the notion that high growth should be positively correlated with
firm value; the coefficient of Growth is positive and significant.
Most importantly, for the purpose of this study, consistent with our univariate test,
dual tracking private targets are acquired at significantly higher valuations than matched
14 Officer (2007) argues that leverage is a proxy for liquidity constraint and documents that leverage ratio is
positively correlated with private target acquisition discount relative to similar public targets.
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pure private targets even after controlling for other determinants of valuations. The
coefficient of pure private target dummy is negative and statistically significant at -0.46.
The magnitude implies that dual tracking private targets sell at a 58 percent15 premium,
measured by deal value to sales, relative to comparable pure private targets in
acquisitions, after controlling for other determinants of valuations. Given that dual
tracking private targets have sales of $34 million (median) and are valued at deal
value/sales of 2.99 (median), they would receive $37 million ($34*2.99 - $34*2.99/1.58)
less if they were not dual tracking and therefore were valued as pure private targets in
acquisitions. The increases in acquisition valuations from filing IPO registrations are
more than enough to compensate for approximate $1.6 million direct expenses related to
IPO filing (Lee et al. (1996) document that direct expenses of IPO registration is 4% of
expected proceeds for IPO. The median dual tracking target firm in our sample plans to
raise $44 million in their IPO filings. This number is not reported in the table).
The regressions in columns 4 and 7 are similar to those in column 1 except that the
natural logarithm of deal value/book value (deal value/EBITDA) is the dependent
variable in column 4 (7) and INDPB (INDVE) instead of INDVS is used as the
independent variable in column 4 (7) to control for industry valuation. Results on other
control variables are similar to those reported in column 1. Most importantly, the pure
private target dummy is negative though insignificant in both columns 4 and 7.
The regressions in columns 2, 5, and 8 of Table IV are estimated for dual tracking
private targets and newly public targets, and the regressions in columns 3, 6, and 9 are
15 From the coefficient estimates of -0.46, reversing the log transformation on deal value/sales, we find deal
value/sales for dual tracking private targets are 58% (e0.46 - 1) higher than that for pure private targets.
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estimated for dual tracking private targets and established public targets. In column 5, we
find dual tracking targets receive a significantly higher acquisition multiple in deal value
to book value of equity than matching publicly-traded targets, which is consistent with
Officers (2007) finding that price to book value of equity shows higher average
premiums for unlisted targets than publicly-traded targets. This may simply reflect that
public firms tend to have more equity financing than private firms. In general, our
multivariate results are consistent with univariate tests. Dual tracking private targets sell
at valuation multiples comparable to newly public targets and at higher valuation
multiples than established targets; however, pure private targets sell at a discount in
acquisitions relative to both newly public targets and established public targets.
III. Acquirers Announcement Period Returns
To investigate how other market participants respond to acquisitions of dual tracking
private targets, in which acquirers clearly pay a significant premium relative to the price
paid for similar pure private targets, we study stock price reactions of public acquirers
when acquisitions are announced. We use the standard event study methodology by
calculating CARs for the three-day period (-1, +1) around the announcement. We
estimate the abnormal return on stock i over day t using the market-adjusted model;
mtitit rrAR = , where rit and rmt are the returns for stock i and the market portfolio m
(CRSPs equal-weighted NYSE/AMEX/NASDAQ index) on day t. The cumulative
abnormal return for firm i over days (-1, +1) around the announcement date (day 0) is
measured as +
=
=+
1
11,1
t
iti
ARCAR .
[INSERT TABLE V]
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Table V tabulates acquirers mean and median 3-day CARs for dual tracking private
targets, pure private targets, newly public targets, and established public targets, grouped
by the method of payment. Largely consistent with prior studies findings that listing
status determines announcement returns, the CARs of acquirers purchasing public targets
are negative and significant, while the CARs of acquirers purchasing private target are
positive and significant. Despite paying significantly higher price for dual tracking
private targets, acquirers of dual tracking private targets still earn a significant average
abnormal announcement return of 2.6 percent, which is not significantly different from
2.65 percent abnormal announcement return earned by acquirers of pure private targets.
Further, regardless of the payment method, acquirers CARs in acquisitions of dual
tracking private targets are positive and not significantly different from those in
acquisitions of pure private targets.
However, Table V shows that acquirers earn positive but insignificant announcement
returns with stock payments when purchasing dual tracking private and pure private
targets. The announcement returns with cash payments are significantly positive when
purchasing pure private targets. These results are different from that reported by Chang
(1998) and Fuller, Netter, and Stegemoller (2002), whose studies show that acquirers
experience higher stock returns when buying private targets with stock than with cash.
[INSERT TABLE VI]
Table VI reports multivariate analyses for acquirers CARs to control for other factors.
The dependent variable in our regressions is the cumulative abnormal return CAR over
days (-1, +1) around the announcement. We include as independent variables factors
found to explain acquirers announcement returns in prior studies. Regressions in Models
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1, 2, and 3 of Table VI are estimated with dual tracking private and pure private targets,
dual tracking private and newly public targets, and dual tracking private and established
public targets, respectively.
Bradley, Desai, and Kim (1983); Jarrell and Poulsen (1989); Servaes (1991); and
others document that the target size relative to the acquirer size is positively correlated
with the acquirers CAR. To control for this factor, we include relative size, measured as
deal value divided by the market value of the acquirer one month before deal
announcement. Fuller, Netter, Stegemoller (2002) find that a private (public) targets size
relative to acquirers size is positively (negatively) correlated with the acquirers return at
the takeover announcement. To control for the different effects of the relative size on the
acquirers announcement return in acquisitions of different types of targets, we also
include three interaction terms between the relative size and the dummy variable
indicating a targets type. Consistent with other studies, the coefficients of relative size
are positive and significant in our three regression models. We also find the positive
(negative) relationship between the relative size of acquisition and acquirers
announcement return for acquisitions of private firms (public firms).
Following Fuller, Netter, and Stegemoller (2002) and Faccio, McConnell, and Stolin
(2006), to control for the impact of the method of payment on acquirers CARs, we also
include a dummy for whether the payment is stock (1) or not (0), and a dummy variable
for whether payment is a mix of stock and cash (1) or not (0). The coefficients of stock
payment dummy and mixed payment dummy are not significant in our three regression
models. This result differs from other studies, which document that acquirers earn
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significantly higher announcement returns when buying private targets with stock rather
than with cash.
Maquiera, Megginson, and Nail (1998) report that acquirers announcement returns
are higher in within-industry acquisitions. We also include a dummy for whether the
target and the acquirer have the same two-digit SIC code (1) or not (0). Neither of the
coefficients of the same industry dummy is significant in our regressions; this result is
similar to Faccio, McConnell, and Stolin (2006).
Officer, Poulsen, and Stegemoller (2006) document that the acquisition discount is
positively correlated to bidders CARs when acquiring private targets. We include one of
the acquisition multiples, deal value/sales16, to control for this factor. The coefficients of
deal value/sales are negative but not significant at 5% in our three regressions.
Most importantly, the coefficient of the pure private dummy in Model 1 is not
significant. This finding suggests that acquirers of dual tracking private targets earn the
similar abnormal announcement returns as those earned by acquirers of pure private
targets even after controlling for other factors such as higher prices paid for dual tracking
private targets.
IV. Selection Bias Adjustments
It is necessary to account for the fact that the firm decision to file an IPO registration
before its acquisition is endogenous, and is dependent on firm characteristics. Failure to
adjust for this potential endogeniety might result in inconsistent and biased estimates of
16 Using deal value/book value or deal value/EBITDA reduces our sample size by more than half and
produces qualitatively similar results.
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the effect of dual tracking on acquisition valuation ratios in Section II. To address this
selection bias concern, we use the two-step estimation procedure (see Heckman (1979)
and Lee, Maddala, and Trost (1980)). The first-step Probit model estimates the
probability of choosing the dual tracking strategy conditional on a set of private firm
characteristics. In the second-step linear regression on acquisition valuation ratios, we
add Lambda, the inverse Mills ratio, from the first-step Probit model estimation as a
control variable, with the control variables used in Section II.
[INSERT TABLE VII]
The Model 1 of Table VII reports the coefficient estimates along with marginal
effects calculated at the mean of each control variable for the first-step Probit model with
the dependent variable, Dual Tracking (which equals one for dual tracking private targets
and zero for pure private targets). We base this Probit model on prior work on a private
firms choice of going public through IPO markets or M&A markets. Specifically, Brau,
Francis, and Kohers (2003) and Poulsen and Stegemoller (2007) show that private firms
choose the IPO market instead of the M&A market when they have higher growth
opportunities and more capital constraint. Therefore, our Probit model includes Growth,
LEV, R&D, and Industry-adjusted OPA as control variables to analyze determinants of a
private firms decision of dual tracking. The Model 1 of Table VII shows that private
firms with high sales growth and R&D costs are more likely to dual track. Private firms
that are more profitable than their industry peers are less likely to file for IPOs before
being acquired and leverage does not affect the dual tracking decision. This result
suggests that private firms with high growth potential and less profitability, which are
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inherently difficult to be valued accurately, are more likely to use IPO processes to
release information to potential bidders.
For the second-step model on acquisition valuation ratios, the inverse Mills ratios
from the first-step Probit estimation are insignificant except for in Model 2. The estimates
in Models 2, 3, and 4 of Table VII are very similar to those reported in Table IV. In
summary, our results that dual tracking private targets receive higher acquisition
valuations relative to pure private targets still hold after controlling for private firms
choices of filing for IPOs.
V. Why Does IPO Filing Improve Dual Tracking Targets Acquisition Valuations
In this section we investigate three possible explanations for dual tracking targets
acquisition premium relative to pure private targets. The bargaining power hypothesis
postulates that dual tracking firms use the IPO filing to improve their bargaining power in
negotiation with acquirers to receive better valuations. The synergy benefits hypothesis
argue that a private firm, seeking capital to expand, may initiate an IPO and then be
approached by an acquirer offering a higher valuation owing to potential synergies. The
lower valuation uncertainty posits that IPO filing can reduce valuation uncertainty.
Therefore, bidders are willing to pay higher prices for dual tracking targets than for pure
private targets.
A. Bargaining Power
IPO filing may improve a dual tracking targets bargaining power in two ways. First,
filing IPO can improve a private firms visibility and therefore increase the number of
potential bidders. Inconsistent with this argument, the median (mean) number of bidders
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for 127 dual tracking targets with information available is one and it is no different from
that of their matched pure private targets.
[INSERT TABLE VIII]
Second, investors in the IPO market can be viewed as another bidder; therefore, IPO
filing generates an outside option for a dual tracking target. This argument implies that
dual tracking firms that announce their acquisitions after they have withdrawn IPO
registrations would have acquisition valuations similar to pure private targets since the
IPO market is no longer an implicit bidder for those dual tracking firms. To test this
implication, we separate dual tracking private target firms into two groups: 1)
acquisitions announced before IPO withdrawals, referred as strong dual tracking, and 2)
acquisitions announced after IPO withdrawals, as weak dual tracking. Table VIII
reports acquisition multiple comparisons for both groups. The results are similar to those
reported in Table III for both strong dual tracking and weak dual tracking firms. That
is, dual tracking private targets are acquired at a significant acquisition premium to other
pure private targets, regardless of timing of acquisitions. However, the magnitudes of
acquisition multiples for the strong dual trakcing firms are larger than those for the
weak dual tracking firms in Table VIII. We repeat regression analyses in Tables IV and
VII with the dummy variable Strong Dual Tracking indicating the timing of acquisitions.
The coefficients for Strong Dual Tracking are not significant (results not reported,
available at request). Overall, we do not find supporting evidence for the bargaining
power hypothesis.
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B. Synergistic Benefits
The thick registration statement gives a potential buyer the information to do initial
due diligence on the target firm. This information disseminated via the IPO process might
lead to acquirers that have greater synergies from acquisitions. Hence, acquirers are
willing to pay higher prices for dual tracking targets. Then we would expect acquirers of
dual tracking firms to have better long-run performance after acquisitions than acquirers
of comparable pure private firms. To test this implication, we compare the average
abnormal return (AR) for acquirers of dual tracking targets and that for acquirers of pure
private targets up to three years after acquisitions. For each acquirer, over the month t
relative to the month of acquisition announcement, we compute AR as the intercept of a
time-series of regression of its monthly stock returns on Fama and French three factors
and momentum factors (See Fama and French (1993) and Jegadeesh and Titman (1993)
for details).
[INSERT TABLE IX]
Table IX presents the mean and median of ARs for the acquirers of dual tracking
targets and the acquirers of pure private targets. None of the difference in ARs between
acquirers of dual tracking and of pure private targets is significantly different from zero
up to three years after deals. Therefore, there is little evidence of the synergy benefits
hypothesis.
C. Lower Valuation Uncertainty
The information asymmetry problem between an acquirer and a private target is
more severe than the problem between an acquirer and a public target because private
firms generally have less information available and lower information disclosure
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standards. By fulfilling the SEC registration requirement, a dual tracking private target
releases more information and sends signals to potential bidders. Furthermore, book
building process generates information on investors demand and valuation for the target
share. Hence, dual tracking firms receive a better acquisition price by reducing valuation
uncertainty and information asymmetry. One implication of the lower valuation
uncertainty hypothesis is that private targets that are more difficult to value thus with
higher valuation uncertainty are more likely to choose filing for IPO before being
acquired. We find that, consistent with this implication, 1) Panel B of Table II shows that,
compared to pure private targets, dual tracking targets tend to have higher valuation
uncertainty due to higher growth rate, higher R&D costs, and lower profitability before
acquisitions; 2) Estimations of the first-step Probit model from Table VII show that
private targets with higher growth rates in sales, higher R&D expenses, and lower profits
are more likely to take dual tracking route.
VI. Concluding Remarks
This study examines the dual tracking puzzle by investigating a sample of 132 private
firms that withdraw their IPOs to be acquired by public bidders between 1984 and 2004.
We find that such dual tracking private targets sell at a 58 percent acquisition premium
relative to comparable pure private targets that never file IPO registrations. This finding
suggests that acquirers are willing to value these almost public targets as similar to
public targets and to pay more for such dual tracking private targets than for similar pure
private targets.
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The significant acquisition premium is not due to dual tracking targets improved
bargaining power in negotiations nor higher potential synergistic benefits for bidders. The
acquisition premium is more consistent with the explanation that IPO filing can reduce
valuation uncertainty of those dual tracking private targets.
We also document that, despite paying significantly higher prices for dual tracking
private targets, acquirers of such targets still earn a significant average abnormal
announcement return of about 2.6 percent, which is not significantly different from the
2.7 percent abnormal announcement return earned by acquirers of pure private targets.
This finding suggests that investors agree with acquirers valuation assessments for dual
tracking private targets and deem the 58 percent acquisition premium paid for private
targets that file for an IPO relative to the prices paid for pure private targets that never
file for IPO to be justified.
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Table I
Frequency Distribution of IPO Filings and Subsequent Takeovers
This table reports the annual incidence and industry representation of firms filing IPOs and theirsubsequent takeovers. The sample comes from the SDC New Issues Database and the M&A Databasefrom 01/01/1984 to 7/25/2004. The IPO sample excludes ADRs, unit offerings, closed end funds, and
REITs; while the takeover sample excludes leverage buyouts, tender offers, spin-offs, recapitalizations,self-tenders, repurchases, privatizations, and reverse takeovers. Year refers to the year of filing IPOregistration. We count only withdrawn-IPOs that are acquired within three years of their IPOregistrations. Newly public target firms are the successful IPOs that are acquired within three years oftheir initial public offerings. The percentage of withdrawn-IPOs is the number of withdrawn-IPOs overthe sum of withdrawn-IPOs and successful IPOs in a given year or an industry. The percent ofwithdrawn-IPO firms that are acquired (newly public firms that are acquired) refers to the number ofwithdrawn-IPO firms that are acquired (newly public firms that are acquired) over the number ofwithdrawn-IPOs (successful IPOs) for a year or an industry.
Panel A. Distribution by Year
Number of Percent of
YearWithdrawn-IPOs
SuccessfulIPOs
Withdrawn-IPO firmsthat areacquired
Newly
publicfirms thatareacquired
Withdrawn-IPOs
Withdrawn-IPO firmsthat areacquired
Newly
publicfirmsthat areacquired
1984 86 204 0 12 30% 0% 6%
1985 32 260 1 14 11% 3% 5%
1986 87 567 4 24 13% 5% 4%
1987 89 333 1 13 21% 1% 4%
1988 34 150 0 8 18% 0% 5%
1989 11 138 0 5 7% 0% 4%
1990 32 138 4 8 19% 13% 6%
1991 36 359 2 11 9% 6% 3%
1992 102 396 5 21 20% 5% 5%
1993 78 542 6 31 13% 8% 6%
1994 104 383 5 33 21% 5% 9%
1995 53 504 5 66 10% 9% 13%
1996 120 694 14 85 15% 12% 12%
1997 105 453 15 45 19% 14% 10%
1998 129 277 10 27 32% 8% 10%
1999 106 489 29 64 18% 27% 13%
2000 318 283 33 29 53% 10% 10%
2001 35 60 6 5 37% 17% 8%
2002 46 64 7 5 42% 15% 8%
2003 8 91 0 1 8% 0% 1%
2004 41 60 3 0 41% 7% 0%
Total 1652 6445 150 507 20% 9% 8%
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Table I (Cont.)
Panel B. Distribution by industry classification
Number of
Industry Two-digit SIC codes Withdrawn-IPOs
SuccessfulIPOs
Withdrawn-IPO firms thatare acquired
Newly publicfirms that areacquired
WithdrIPOs
Crops, natural resource extraction 01-05,10-14 43 120 3 15 26%
Construction 15-17 18 63 3 1 22%
Other manufacturing 20-27, 29-34, 37, 39 160 685 8 29 19%
Chemicals and allied products 28 110 395 6 14 22%
Industrial machinery 35 52 321 7 15 14%
Electronic and electric equipment 36 96 504 9 35 16%
Instruments and related products 38 95 372 9 35 20%
Transportation 40-49 151 503 11 48 23%
Wholesale 50, 51 76 252 5 12 23%
Retail 52-59 112 523 9 30 18%
Financial 60-69 198 841 10 62 19%
Services 70-80 463 1616 59 196 22%
Unclassified other 78 250 11 15 24%
Total 1652 6445 150 507 20%
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Table II
Characteristics of Acquisitions of Dual Tracking Private Targets and Matching Targets
This table compares characteristics of dual tracking private targets and matching target firms. Panel A presentsthe deal and acquirer's characteristics. Panel B contains targets characteristics. For each dual tracking privatetarget, we identify an acquisition of a pure private firm, a newly-public firm, and an established public firm,
respectively, which is closest in size (measured as deal value) within the same industry (same first 2-digitprimary SIC code) purchased during the same time period and paid for with the same payment method. Dealvalue equals the total value of consideration paid by the acquirer, excluding fees and expenses. The size of theacquirer is measured as the market value of acquirer equity one month before the acquisition announcement.Relative size of acquisition is the deal value over the market value of acquirer equity. Growth is the salesgrowth rate prior to the takeover year. OPA and OPS are the EBITDA divided by total assets and salesrespectively.LEVis the leverage defined as the total debt divided by the total assets. R&D is the research anddevelopment expense as a percent of the total assets. Comparisons are conducted by using matching-pair t-testsfor differences in means and Wilcoxon signed-rank tests for differences in medians. Medians are reported inparentheses below the mean values. N is the number of matching pairs.
MatchingDualtrackingprivate
targets
Pureprivate
targets
Newlypublic
targets
Establishedpublic
targets
P-value for the difference N
(1) (2) (3) (4) (1) - (2) (1) - (3) (1) - (4)
Panel A: Deal and Acquirer Characteristics
Deal value ($ million) 252 88 958 560 0.01 0.00 0.06
(Median) (112) (40) (234) (148) (0.00) (0.00) (0.07)132
Size of acquirer ($ million) 8,416 993 12,695 6,493 0.02 0.36 0.60
(Median) (947) (222) (1,257) (1,031) (0.00) (0.07) (0.62)121
Relative size of acquisition 0.27 0.31 0.44 0.69 0.49 0.06 0.24
(Median) (0.11) (0.20) (0.24) (0.16) (0.04) (0.00) (0.07)121
Cash in payment (%) 33 50 18 30 0.00 0.00 0.43
(Median) (5) (53) (0) (0) (0.00) (0.00) (0.38)
130
Stock in payment (%) 56 41 76 64 0.00 0.00 0.08
(Median) (76) (20) (100) (81) (0.00) (0.00) (0.07)130
Panel B: Target Characteristics
Sales 97.39 53.68 237.80 285.11 0.05 0.01 0.01
(Median) (33.89) (23.91) (68.34) (91.69) (0.10) (0.00) (0.00)110
Growth 4.71 0.5617 0.76 0.25 0.03 0.01 0.01
(Median) (0.61) (0.24) (0.43) (0.11) (0.01) (0.02) (0.00)96
OPA -0.38 0.32 0.13 0.11 0.00 0.00 0.00
(Median) (0.02) (0.19) (0.12) (0.10) (0.00) (0.00) (0.00)105
OPS -1.92 0.18 0.18 0.17 0.00 0.00 0.00(Median) (0.03) (0.11) (0.15) (0.12) (0.00) (0.00) (0.00)
104
LEV 0.35 0.37 0.23 0.19 0.88 0.00 0.00
(Median) (0.23) (0.15) (0.09) (0.09) (0.08) (0.00) (0.00)107
R&D 0.20 0.00 0.06 0.05 0.00 0.00 0.00
(Median) (0.01) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00)107
17 The sample size for this group is 66.
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Table III
Valuation Ratios of Dual Tracking Private Targets and Matching Targets
This table presents univariate comparisons of valuation ratios of dual tracking private targets and theirmatching pure private, newly-public, and established public targets. For each dual tracking private target, weidentify an acquisition of a pure private firm, a newly-public firm, and an established public firm,
respectively, which is closest in size (measured as deal value) within the same industry (same first 2-digitprimary SIC code) purchased during the same time period and paid for with the same payment method. InPanel B (C), only firms with positive book value of equity (EBITDA) are included. Comparisons areconducted by using matching-pair t-tests for differences in means and Wilcoxon signed-rank tests fordifferences in medians. N is the number of matching pairs.
N Mean Median
Panel A: Deal value to sales(1) Dual tracking private targets 108 156.31 2.99
(2) Pure private targets 108 3.20 1.84
(3) Newly public targets 108 7.99 3.20
(4) Established public targets 108 2.93 2.25
p-value of t-test / Wilcoxon test: (1) - (2) 0.26 0.00
p-value of t-test / Wilcoxon test: (1) - (3) 0.28 0.58
p-value of t-test / Wilcoxon test: (1) - (4) 0.26 0.00
Panel B: Deal value to book value of equity(1) Dual tracking private targets 60 41.89 14.07
(2) Pure private targets 60 23.48 8.88
(3) Newly public targets 60 12.59 4.98
(4) Established public targets 60 7.11 3.47
p-value of t-test / Wilcoxon test: (1) - (2) 0.16 0.02
p-value of t-test / Wilcoxon test: (1) - (3) 0.02 0.00
p-value of t-test / Wilcoxon test: (1) - (4) 0.01 0.00
Panel C: Deal value to EBITDA
(1) Dual tracking private targets 55 24.65 12.86(2) Pure private targets 55 30.07 12.79
(3) Newly public targets 55 63.65 17.15
(4) Established public targets 55 31.13 12.51
p-value of t-test / Wilcoxon test: (1) - (2) 0.53 0.75
p-value of t-test / Wilcoxon test: (1) - (3) 0.08 0.11
p-value of t-test / Wilcoxon test: (1) - (4) 0.48 0.62
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Table IV
Regressions of Valuation Ratios for Dual Tracking Private Targets and Matching Targets
The valuation ratio is deal value divided by sales, book value, and EBITDA, respectively. Regressions shownin Models 2 and 3 only include observations with positive book values or EBITDA, respectively. The
dependent variables are the log (valuation ratio).INDVS is the industry harmonic mean of enterprise-value-to-sales based on the two-digit SIC code for the year of acquisition. INDPB is the industry harmonic mean ofmarket-value-to-book-value based on two-digit SIC code for the year of acquisition. INDVE is the industryharmonic mean of enterprise-value-to-EBITDA based on the two-digit SIC code for the year of acquisition.Growth is the sales growth rate prior to the takeover year. LEVis the leverage defined as the total debt dividedby the total assets.R&D is the research and development expense as a percent of total assets. Industry-adjustedOPA is the difference between a target firm's OPA and the median value of the same 2-digit SIC industryOPAs. The OPA is defined as the EBITDA divided by total assets. Loss* Industry-adjusted OPA is theinteraction term ofLoss and Industry-adjusted OPA, while the Loss equals 1 if the industry-adjusted OPA isless than or equal to zero, otherwise it takes the value of zero. Absolute values of t-statistics are reported inparentheses. T-statistics are calculated using robust standard errors. * significant at 5%; ** significant at 1%.
Model 1
Deal value/sales
Model 2
Deal value/book value
Model 3
Deal value/EBITDA
(1) (2) (3) (4) (5) (6) (7) (8) (9)-0.46* -0.45 -0.04
Pure private(2.28) (1.55) (0.16)
0.09 -0.86** 0.29Newly public
(0.42) (3.37) (1.24)
-0.59** -1.27** -0.06Establishedpublic (2.74) (4.86) (0.26)
0.31* 0.31* 0.44**INDVS
(2.53) (2.34) (4.04)
20.01 -33.62 77.00INDPB
(0.73) (0.32) (0.66)
0.21** 0.10* 0.06
INDVE (3.40) (2.14) (1.28)
0.04** 0.04** 0.04** 0.00 0.01 0.01 0.04 0.06 0.03Growth
(4.32) (4.42) (4.48) (0.25) (0.58) (0.89) (1.87) (1.40) (1.12)
0.07 -0.68 -0.66 0.13** 0.64 0.57 0.10* -0.33 -0.59LEV
(0.88) (1.95) (1.79) (4.44) (1.34) (1.27) (2.30) (1.19) (1.66)
0.28 0.44 0.36 1.21 1.56* 1.26 -0.32 -0.01 1.00R&D
(0.46) (0.79) (0.65) (1.42) (2.17) (1.74) (0.32) (0.01) (1.04)
0.61** 0.30 0.73 0.29 1.50 1.54Industry-adjusted OPA (3.91) (0.38) (1.11) (1.31) (1.61) (1.83)
-1.00** -0.59 -1.05 -0.64 -1.94 -2.07*Loss*Industry-adjusted OPA (3.15) (0.69) (1.44) (1.65) (1.71) (2.01)
-0.33 -0.36 -0.17 0.40 0.27 0.24 0.02 0.02 0.06Mixed payment(1.36) (1.39) (0.73) (1.06) (0.72) (0.67) (0.08) (0.09) (0.21)
0.84** 0.46 0.73** 0.88** 0.70* 0.61 0.28 0.27 0.23Stock payment
(3.15) (1.69) (3.13) (2.65) (2.10) (1.96) (1.02) (1.04) (0.90)
0.22 0.68 0.31 1.96** 1.74** 1.75** 0.47 1.65** 2.11**Constant
(0.78) (1.91) (0.95) (5.66) (3.57) (3.98) (0.76) (3.05) (4.26)Number ofObservations
164 198 198 94 114 114 88 105 104
Adjusted R2 0.33 0.21 0.32 0.10 0.24 0.37 0.15 0.06 0.04
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36
Table V
Acquirers' Announcement Period CARs over Days (-1, +1)
This sample represents acquisitions of dual tracking private targets and their matched targets.For each dual tracking privacquisition of a pure private firm, a newly-public firm, and an established public firm, respectively, which is closest in sizewithin the same industry (same first 2-digit primary SIC code) purchased during the same time period and paid for with thAbnormal returns are calculated using a modified market model, the return on an acquirer minus the equal-weighted markday announcement period abnormal returns are measured from day -1 through day 1. Day 0 is the announcement date. Comusing matched-pair t-tests for differences in means and Wilcoxon signed-rank tests for difference in medians. The alternativt-test is that the mean of IPO-withdrawn target valuation ratios is not equal to that of matching samples. P-value of t-tereported in parentheses. ** and * represent significance at 1% level and 5% level for testing whether CARs are different frof matching pairs.
Mean CAR(p-value)
Median CAR(p-value)
Matching MatchingDual tracking
privatetargets
Pure privatetargets
Newlypublictargets
Establishedpublictargets
Dualtrackingprivatetargets
Pure privatetargets
Newlypublictargets
0.94% 4.18%** -2.75%** -1.09% 0.84% 2.28%** -1.63%* CashOffers (0.13) (0.05) (0.24) (0.42) (0.06)
4.46%** 2.39% -0.57% -2.69%** 1.78%** 1.92% -0.29% Hybrid
(0.30) (0.02) (0.00) (0.20) (0.01)
1.76% 1.65% -3.05% -3.11% 0.28% 0.27% -1.19% StockOffers (0.98) (0.13) (0.18) (0.82) (0.23)
2.6%* 2.65%** -1.98%* -2.38%** 0.96%* 0.89%** -0.91%** All
(0.92) (0.00) (0.00) (0.72) (0.00)
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Table VIRegressions for Acquirers' CARs for Acquisitions of Dual Tracking and Matching
Private Targets
The dependant variable is the acquirers three-day (-1, +1) CARs around the acquisition announcement.Relative size of acquisition is the deal value over the market value of acquirer equity one month beforeacquisition announcement. Interaction terms are measured as firm types interact with log (relative size of
acquisition). The Within industry dummy takes a value of one when acquirers are in the same industry astargets if they share the same 2-digit primary SIC code. Absolute values of t-statistics are reported inparentheses. T-statistics are calculated using the robust standard errors. * significant at 5%; **significant at 1%.
Model 1 Model 2 Model 3
-0.02Pure private
(0.67)
-0.09**Newly public
(3.00)
-0.14**Established public
(4.89)
0.02* 0.02* 0.02*Log(relative size)
(2.19) (2.27) (2.16)
-0.01Pure private * Log(relative size)
(0.48)
-0.03**Newly public * Log(relative size)
(2.95)
-0.04**Established public * Log(relative size)
(3.98)
0.01 -0.02 0.01Within industry(0.45) (1.23) (0.56)
0.01 0.02 0.01Mix payment dummy
(0.79) (1.15) (0.62)
0.00 -0.02 0.00Stock payment dummy
(0.20) (1.00) (0.02)
-0.01 -0.01 -0.01Log(deal value/sales )
(1.42) (1.30) (1.87)
0.07* 0.08** 0.07*Intercept
(2.31) (2.81) (2.44)
Number of Observations 206 206 206Adjusted R-squared 0.03 0.10 0.13
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38
Table VII
Selection Bias Adjustments: Valuation Ratios of Dual Track and Pure Private Targets
This table presents estimates of the effect of filing IPO on dual tracking private targets subsequentacquisition valuation, after controlling for selection bias. We include the dual tracking target sample andmatched pure private target sample in this analysis. We use the following two-step estimation procedure.
In the first-step Probit regression (Model 1), the dependent variable, Dual Tracking, is one for dualtracking firms and zero for pure private targets. The second-step estimation uses ordinary least squares(OLS), where the dependent variable is the natural logarithm of acquisition valuation rations (Dealvalue/sales, Deal value/book value, and Deal value/EBITDA, in Models 2, 3, and 4, respectively).Lambda is the inverse Mills ratio from the first-step. As for other control variables, INDVS is theindustry harmonic mean of enterprise-value-to-sales based on two-digit SIC code for the year ofacquisition. INDPB is the industry harmonic mean of market-value-to-book-value based on two-digitSIC code for the year of acquisition. INDVE is the industry harmonic mean of enterprise-value-to-EBITDA based on two-digit SIC code for the year of acquisition. Growth is the sales growth rate prior tothe takeover year.LEVis the leverage defined as the total debt and short-term divided by the total assets.R&D is the research and development expense as a percent of total assets. Industry-adjusted OPA is thedifference between a target firm's OPA and the median value of the same 2-digit SIC industry OPAs.The OPA is defined as the EBITDA divided by total assets. Loss*Industry-adjusted OPA is the
interaction term ofLoss andIindustry-adjusted OPA, whileLoss equals to 1 ifIndustry-adjusted OPA isless or equals to zero, otherwise it takes the value of zero. Absolute values of Z-statistics are reported inparentheses. Z-statistics are calculated using the robust standard errors. * significant at 5%; **significant at 1%.
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Table VII (Cont.)
First-Step Probit Estimate Second-Step OLS Estimates
Model 1 Model 2 Model 3 Model 4
Coefficient
Marginal
effect
Deal
value/sales
Deal value/book
value
Deal
value/EBITDA1.35** 0.86 1.73Dual Tracking
Dummy (2.87) (1.10) (1.71)
0.30**INDVS
(2.83)
17.95INDPB
(0.51)
0.21**INDVE
(4.43)
0.34** 0.04** 0.03** 0.00 -0.02Growth
(2.65) (3.94) (0.01) (0.30)
0.04 0.00 0.07 0.14 0.12LEV
(0.44) (0.80) (1.45) (1.24)6.34** 0.76** -0.26 0.97 -2.47
R&D(3.27) (0.46) (1.21) (1.42)
-1.33** -0.16** 0.88** 0.40Industry-adjusted OPA (3.97) (2.87) (1.02)
-1.23** -0.67Loss*Industry-adjusted OPA (3.28) (1.21)
-0.37 0.40 -0.05Mixed payment
(1.57) (1.08) (0.19)
0.81** 0.87* 0.28Stock payment
(3.33) (2.45) (1.09)
-0.68 -0.29 -1.11
Lambda (2.18)* (0.57) (1.78)
-0.37* -0.65 1.29* -0.37Constant
-2.38 (1.89) (2.44) (0.53)Number ofObservations
164 164 94 88
P-value forWald-test
0.00 0.00 0.00 0.00
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Table VIII
Valuation Ratios of Dual Tracking Private and Matching Targets by Timing of
Acquisitions
This table presents univariate comparisons of acquisition valuation ratios of dual tracking private targetsand their matching pure private, newly-public, and established public targets. For each dual tracking
private target, we identify an acquisition of a pure private firm, a newly-public firm, and an establishedpublic firm, respectively, which is closest in size (measured as deal value) within the same industry(same first 2-digit primary SIC code) purchased during the same time period and paid for with the samepayment method. Sub-panel A (B) analyze withdrawn-IPOs announce to be acquired before (after)withdrawing their IPO filings. Comparisons are conducted by using matching-pair t-tests for differencesin means and Wilcoxon signed-rank tests for differences in medians. N is the number of matching pairs.
Panel 1: Deal value to sales N Mean Median
Panel 1.A: Acquisitions announced before IPO withdrawals
(1) Dual tracking private targets 48 325.83 3.08
(2) Pure private targets 48 3.13 1.70
(3) Newly public targets 48 10.09 4.01(4) Established public targets 48 2.83 2.55
p-value of t-test / Wilcoxon test: (1) - (2) 0.30 0.00p-value of t-test / Wilcoxon test: (1) - (3) 0.31 0.63p-value of t-test / Wilcoxon test: (1) - (4) 0.30 0.00
Panel 1.B: Acquisitions announced after IPO withdrawals
(1) Dual tracking private targets 60 20.69 2.41
(2) Pure private targets 60 3.25 1.84
(3) Newly public targets 60 6.32 2.75(4) Established public targets 60 3.01 1.54
p-value of t-test / Wilcoxon test: (1) - (2) 0.07 0.01p-value of t-test / Wilcoxon test: (1) - (3) 0.14 0.63p-value of t-test / Wilcoxon test: (1) - (4) 0.07 0.00
Panel 2: Deal value to book value of equity
Panel 2.A: Acquisitions announced before IPO withdrawals
(1) Dual tracking private targets 29 33.21 14.29
(2) Pure private targets 29 26.27 10.20
(3) Newly public targets 29 16.31 4.92(4) Established public targets 29 9.96 3.78
p-value of t-test / Wilcoxon test: (1) - (2) 0.52 0.13
p-value of t-test / Wilcoxon test: (1) - (3) 0.13 0.00
p-value of t-test / Wilcoxon test: (1) - (4) 0.00 0.00
Panel 2.B: Acquisitions announced after IPO withdrawals
(1) Dual tracking private targets 31 50.02 13.12(2) Pure private targets 31 20.86 7.31
(3) Newly public targets 31 9.11 5.04(4) Established public targets 31 4.45 3.23
p-value of t-test / Wilcoxon test: (1) - (2) 0.21 0.12p-value of t-test / Wilcoxon test: (1) - (3) 0.07 0.00
p-value of t-test / Wilcoxon test: (1) - (4) 0.05 0.00
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Table VIII (Cont.)
Panel 3: Deal value to EBITDA N Mean Median
Panel 3.A: Acquisitions announced before IPO withdrawals
(1) Dual tracking private targets 24 23.66 14.21
(2) Pure private targets 24 30.15 12.79
(3) Newly public targets 24 89.37 19.54
(4) Established public targets 24 28.60 10.87p-value of t-test / Wilcoxon test: (1) - (2) 0.55 0.72p-value of t-test / Wilcoxon test: (1) - (3) 0.09 0.16
p-value of t-test / Wilcoxon test: (1) - (4) 0.67 0.76
Panel 3.B: Acquisitions announced after IPO withdrawals
(1) Dual tracking private targets 31 25.93 11.86(2) Pure private targets 31 29.96 12.90(3) Newly public targets 31 28.63 16.41(4) Established public targets 31 34.40 12.85
p-value of t-test / Wilcoxon test: (1) - (2) 0.78 0.33p-value of t-test / Wilcoxon test: (1) - (3) 0.84 0.42
p-value of t-test / Wilcoxon test: (1) - (4) 0.59 0.31
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Table IX
Acquirers Long-run Post-acquisition Stock Performance (AR)
This table presents acquirers average abnormal return (AR) up to three years after acquisitions. For eachacquirer over months +1 to +t following the deal-announcement month, we compute AR as the interceptof a time-series of regression of monthly stock returns on Fama and French three factors and momentum
factor. The symbols **, * denote significance at the 1% and 5% level (two-sided), respectively, fortesting whether mean or median of ARs are different from zero. P-value of t-test and Wilcoxcon test isreported in parentheses for testing the difference between acquirers of dual tracking targets and acquirersof pure private targets. N is the number of matching pairs.
Acquirers ofdual tracking
firms
Acquirers ofpure private
firms p-value N
Mean -1.10% -0.22% 0.48Month 1 - 12
Median -0.11% 0.18% 0.16123
Mean -0.92% -0.21% 0.46Month 1 - 24
Median 0.22% -0.05% 0.39123
Mean -0.79% -0.18% 0.51Month 1 - 36
Median 0.39% 0.00% 0.71123
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Figure 1.Length of Time from IPO to Takeover
For withdrawn-IPO firms, the number of days is the length of time between the IPOregistration and takeover announcement. The average (median) number of days is 376(294) days for withdrawn-IPO firms. For newly public firms, the number of days is thelength of time from IPO date to takeover announcement. The average (median) numberof days is 615 (629) days for newly public firms.
0%
5%10%
15%
20%
25%
30%
120 240 360 480 600 720 840 960 1080 1200
Number of days
Withdrawn-IPO firms Newly public firms