ادغام گسترده و فرآیند مالکیت: درک نقش IPOs در استراتژی شرکت

Corporate strategy research has largely ignored initial public offerings. We discuss possible reasons why this is the case and then present evidence suggesting why this may be problematic. In contrast to prior M&A research, we take the perspective of the sell-side and investigate a private firm’s decision to sell itself outright versus engage in alliances or undertake an IPO beforehand. We develop the argument that sequential divestiture via IPOs can serve to mitigate ex ante transaction costs in the M&A market under two general conditions: (1) when search costs are non-trivial because potential acquirers’ understanding of the identity and availability of exchange partners is incomplete, and (2) when information asymmetries pose valuation challenges. Consistent with these arguments, the empirical results of our research suggest that sequential divestiture via IPOs is more likely in industries with spatially-dispersed firms and for firms with significant intangible resources. Investments in strategic alliances are shown to be alternative signaling mechanisms that lessen the effects of asymmetric information accompanying intangible assets. The evidence indicates a place for IPOs on the corporate strategy research agenda as well as a need to understand sell-side processes in M&A. We suggest that IPOs can be seen as part of a more extended M&A process.

Both initial public offering (IPO) markets and merger and acquisition (M&A) markets experienced unprecedented surges in the last decade. Figure 1 displays the annual volumes and values of IPOs and M&A activities in the US. During the 1990s, more than 5000 US companies went public, compared with fewer than 3000 firms from the EU and fewer than 1000 Japanese firms. The number is also higher than the 4866 US IPOs in the 1980s, a period which had been characterized as IPO mania. This trend is even more significant for M&A transactions. There were over fifty thousand M&A deals completed in the 1990s, roughly twice as many compared to the 1980s. And the transaction value during the 1990s was more than three times the value during the 1980s.