Chia, K.G. (1982). Merchant banks and corporate acquisitions. (Unpublished Doctoral thesis, City University London)
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Original citation: Chia, K.G. (1982). Merchant banks and corporate acquisitions. (Unpublished Doctoral thesis, City University London)
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1,1 ERC 1-1 AN1BANKSAND
c0RP0RATEA.
CQUISIT10NS
(Vol.
1)
.P
Survey
of the Orc; ni ; atý. or , Role, And Approach, -Is
to Contester. '. Bids
of' the Major
Uri . -Ierchant
Banks
ROBERT CHLL K. G.
PhD Thesis
THE CITY UNIVERSITY
BUSINESS SCHOOL
LON ; ()N
This
Thesis
is Suhraittec
for
the Degree
of
Doctor
of Philosophy
in Management
Studies
For
My Dearest
Father,
Mother,
Brothers,
vol. I)
Title
Dedication
Contents
I
XIII List of Tables XXI List of DiagramsList of Appendices XXII
Acknowied e!; lents XXIII
Declaration
XXV
XXVI Abstract
Note on Definitions X! 'XTX
Abbrevia i ions
XXXI
PART I ýPý: r1RCýi OBJECTIVES,
METHODOLOGY
0Vý, i OF LIT'ERI TURF & BID FRAMEWORK
Ie
RESEARCH OBJECTIVES, METHODOLOGY AND PROCEDURES
1
ev JRVk Ü-. V lt_il: and J=
v
G!:. V r! ! ". L s co
1.1 Broad Hypotheses Drwr-n -fron Literature and 7
Discussions as initial Focus of Study
1.2
The Concept
of 4 Inter-Related
Phases
5
(A) Phase 1: Methodology
Adopted
in the Survey
6
of Me Chant Lanker
i) Choice of Sample Frame 6
ii)
Design of Questionnaire 9iii) Pilot Study 10
iv)
Redesign
of Questionnaire
to Use
10
Open-ended Questions More Fully
v) Reference to Questionnaire Structure º'ý
and Append_ ix
vi)
Access to Rc3pondonts
vii) hod Of ve ý. L: iß: 2 . 'LnfCrmaüio. ":
Vj -; j 4-0
TT
Survey of Stockbrokers
(i) Choice of Sample Frame 15
(ii)
. Design of Questionnaire 16
(iii)
Pilot
Study
16
(iv) Redesign of Questionnaire to Use Open- 17
Ended Questions
More Fully
(v) Reference to Questionnaire Structure 17
& Appendix
(vi) Access to Respondents 17
(vii) Method of Collecting Information in 17
interviews
(viii)
Encoding
of Responses to Protect
8
Confidentiality
(C) Phase 3: Case Studies in a3 Year 18
Period
(Group I)
(D) Phase 1-: Case Studies i_n aa Year 19
Period (Group ie)
1.3 Outline of the Stages of Research: A 19
uniriary
(i) Literature Survey 20
( i) Pilot Survey 20
(iii) Survey of Merchant Banks 20
(iv) An Analysis of 40 Case Studies 20
(v) The Establishment of an Integrated 20
Empirical Framework
1.4 Classification of Responses According to 21
Frequencies of Expressions um iarisGd
Comments
1.5
Research
Constraints
and Ramifications
on
21
1.6 Secondary Interviews with 10 Flu%rch. ant Ba.
-'-. -
1-7 interviews Other ý_. eci alts in the 23
Ci y
1.8 :; e`ula. tory Bodies
'ý F9 T akeover ui i ci o
III .:
1.10
The Iiietnodolo-
y of Data Evaluation
2%
0 List
of Reference
ýý=
2.
LITERATURE SURVEY
30
2.0
Introduction
30
2.1
Literature
on Merchant
Banking
in the UK
30
2.2 Literature on Mergers ä. Acquisitions 31
2.3
Literature
Pertaining
to Bidding
trateg
es
32
2.4
Literature
Pertaining
to Defensive
3iStrategies
2.5
Literature
Pertaining
to Profit
Forecasts
3?
2.6
Literature
Pertaining
to General
Questions
38
3.
THE CITY CODE ON TAKEOVER PRACTICE: A PERSPECTIVE
41
ON CURRENT INS`TITUTIOTyAL RMIEWO K
3O
Background
41
301 Merchant Banks and Other Prof essionals, as 42
Financial
Advisers
3.2
The
ControlConsideration
44
3.3 Negotiation and Approach 46
3.4
Formal Declaration
of the Takeover Bid,
4')
'Attempt
305 Tho Contents of the Offer Document 48
3.6 Contesting Against an Unwelcome Did 116
PAR II: THE MERCHANT BANKING
ý1. BACKGROUND AND STRUCTURE OF 'THE 30 MAJOR UK 50
11r: RCHA: i'T BAT, % S
cý ijf
ýn
r Jý
4.1 Establishment of UK i-lerchant Banks 1C
4.2 Advantages of Parental Affiliation 53
4.3
Dysfunctions
of Affiliation
to Larger
57
Organisations
-
4.4 Evolution of Corporate Finance Activities 6",
Within the Merchant Banking Industry in
the UK
4.5 The Scope of Corporate Financial Activities 63
Defined
4.6
Headship
of Corporate
Finance
Divisions
68
4.7
Line
of Reporting
68
4.8 Corporate Finance . Staffing Che_racter. isti cs 61
4.9
Team Work (Corporate
Advisory
Services)
71
4.1`ß
Working
Relationships
:: pith Clientele
Other Professionals
4.11
Criteria
Adopted
for New Clientele
76
4,12
Dealing
with
Anonymous C? ? ents/Tih
rd Par ;y
79
4.13 3uwrnary/review 80
BIDDiI4G STS
. 4TLÜIES
5.0
Introduction
81
5.1
Nurturing
of Acquisition
Idea
81
5.2
Acquisition
Study & Evaluation
83
5.3
Acquisition
Checklist
86
5.4
Loan Facilitation
87
5.5 Bid Timing 89
5.6 The "Sighting, Shot" Strategy a2
5.7
Acquisition
Financing
(Terms of Considera--
913Lion)
5.8 Determinants of Premium Pricing Grp
(-±) Factor Influencing the r'ori-nulation of Bid .. C
1, reriu m
-Ut
5. y± re-aid ýý, take
5.10 Improved Offer
5.11 Enlisting the Board's (Biddee Company)
Recommendation
5.12
Accessing
Key Shareholders
of the Target
Company
5.13 Documentation and "Draft T'leetings"
5.14 Emphasis in-the Bid (Offer) Circulars
5.15 The Press in Takeover Situations
5.16 Determinants of Bid Success
5.17 Summary/Review
6.
6.0
6.1
6.2
6.3
6.4
6.5
6.6
6.7
6.8
6.9
6.10
6.11
6z12
DEFENSIVE S`I.
'RATEGIE
I `t'1
I O'ý
'i06
Torf -110 III 11 5 119 121Introduction
Factors
Influencing
the Formulation
of
Defensive
Strategies
Defensive Strategies Derived from the
Literature of Corporate
-Finance
Share Ownership
Pattern
& Influences
on
Tactical
Approaches
in Defence
Choice of Defensive Strategy
Line of Emphasis in Defence Circulars
Sectional Interests Evaluated by Financial
Advisers Before Recommending a Merger
Non-Price Determinants Influencing TAJri'
Acceptance
Profit Forecasts in Cone ested Bid Si suet ions
Difficulties ? elating to Foreca. sti. ng
Monitoring of rof? tF ore'ca is ,
Deviant Forecasts Summar f: eview 171.
122
GI32
35
13rd139
146
I147 14.. Vi -
: ý,.. Tü. _
Tub' PTS, -l' r? OTTVV'W _. (T, V. n r; ý +ý! 'ur"rarxýr, Luc ,. Br ýý r.,
RELATIG i iiIIPS 'WITH
REGULATORY BODIES
7.0
Introduction
151
7.1 Merchant Bankers' Perceptions of their Role 151
in Mergers/Acquisitions
7.2
Degree of Involvement
with
Stockbrokers-in
153
the City
7.3
Reasons for Their
Distinction
as Merger
.
155
Acquisition
Specialists
7.4
Involvement
with
the Takeover
Panel
157
75
Working
Relationships
:: pith Corporate
Clients
153
7.6
Summary/Review
159
PART ! I. I: I,, '1ERCtHA. NT BANKI G SURVE Y VERSUS
CASE ßm1,
^ T P:;
8.
COMPARATIVE ANALYSIS OF EM1IRICAL FINDINGS:
161
MERCHANT BANKING ORGANISATIONAL STRUCTURE
& BIDDING STRATEGIES
8.0
Introduction
161
8.1
Advantages
of Affiliation
161
8.2
Dysfunctions
of Affiliation
162
8.3 Credit/Loan Facilitation 165
8.4 Bid Timing Mechanism 166
8.5 TCS'.:
ls W. V J'ý: i tlýý' Uý411 : CAS
-8.6
Opening Premium
169
8.7 Pre-bid Stake in Tar, et Co. wany 172
8.
-8 The Role & ln_}'U. ence of Media in 73
8.9
Success
"
75
8.10 SUT-Ur
-- V I. 1. -
; J.
AUAL1SIS 01' Erir iRiC :L r'iitiDIUGS. i i ir iSu i }lULiS OF ! "iýT : ý: tiýti, `ý
BANKERS AS TAKEOVER SPECIALISTS
9.0
Introduction
178
9.1
Defensive
Strategies
in Perspective
178
(1) Asset Revaluation 180
(2) Dividend Increase 181
(3) Profit
Forecast
182
(4) Appeal for Loyalty 183
(5) Placing
184
(6) Capital Ltecoils G: eucIion 185
(7) Scrips
Issue/Share
Split
85
(8) Undertake
Defensive
Merger
C)
18
(9) Sale of Corporate Assets - 186
(10) Legal Action
-187
(11) Acquire
the Bidder Is Shares
isle
9.2 Share Ownership w implications for Defe : ce . f1 r. . ;ý
(i) Behaviour of Public Investors Discernible -192
in Case Studies
"
(ii) Behaviour Of Institutional investors 92 r
Discernible in Case Studies
(iii) Nominee Holdings 196
9.3
Assumptions
Underlying
Prof
.t
Forecasts
1,
Q. 4
Monitoring
of Forecasts
200
9.5 Litigation Arising from Deviant Forecasts 201
9.6
Distinction
as Merger/Acquisition
Specialists
203
9.7 Involvement with the `akcovor Panel 203
9.8 ýiorkinr, Relationships with Clientele 208
9.9
Sur;,..;
nary/Revs. ew
209
PART IV " COi`tCT, USIOiNS & DERIVATION OF AN
INTEGRA, '. r'ED FR1?: I: /ORK OF i'iERGn! liiý'.
VIXI -
Page
10.
CONCLUSIONS I: ANALYSIS & SUGGESTED REFORMS OF
212
SALIENT CURRENT BID ISSUES/PROBLEMS DISCERNED
IN THE EMPIRICAL FINDINGS FROM THE CASE STUDIES
. 10.0
Introduction
212
10.1
Unidentified
Buyers,.
"Concert
Party,
" and
212
Nominees
@@ Reform Measures
21.4
10.2
Market
Raids & "Quick-Fire"
(Rapid)
Takeovers
21,8
@C Reform Measures
21,8
10.3
Rise of Institutional
Power and Implications
221
for Future
Takeover
Bids
(A) Institutions Having Long Term Perspective 223
(B) Institutions Having Short Term Perspective 225,
(0) Significance of the Decline of the Private 226
Investor
@@
. Reform Measures
229
10.4 Profit Forecasts (Trend towards Litigation) 230
@@ Reform Measures 233
10.5
Conflicts
of Interest
235
(1) Corporate
Finance/Investment
Management
21.5
(2) Fiduciary
Duties
23,5
(3) Merchant
Banking
Merger
236
(4) Parent
Bank & Merchant
Banking
Offshoot
G
@@ Reform Measures
23.6
. 10.6
Self-Regulation
in the 1980s:
Appraisal
of
239
Current
Institutional
System
10.7 The Contemporary Merger Policy & Ramifica- 244,3
tions for Future Contested Bids
10.8
Summary/Review
246
11..
.
CONCLUSIONS II:
SU11M1MARY
AND EVALUATION OIL
2.48
HYPOTHESES & EMPIRICAL, RESEARCH FINDINGS
f
-Ix-
. 1
Page
11.1 Summary of Research Hypotheses/Observations ý. 8
11.2 Bidding Strategies in Retrospect 255
(a)
Objectives
of the Takeover
Exercise
(b)
Target
Identification
and Market
Operation
(c) In-built Flexibility Mechanism
(d)
Bid Timing
and Financial
"Packaging"
(e)
Acquisition
Premium
(f)
Opportunistic
Bid-
(g)
"Quick-Fire"
Takeover
Technique
Supple-
mented by Market
Raid
(h)
Incremental
Bid Approach
(i)
Legal
Device & Conventional
Bid Approach
(j)
Unconventional
(Creative)
Takeover
i
Approach
(k)
Controversial
Takeover
Technique
11: 3 Defensive Strategies in Retrospect
(a) Defensive Response to a Hostile Bid
(b) Objectives of the Defensive Exercise
(c) Voting Influence & Implications for
Defence
..,
(d)
Defence
Designed
Against
Acquisitive
Bidder
.
(e) The "White Knight" Defensive Strategy
(f) Institutional Defence-.
(g)
Lobbying
for
a Monopolies
Commission
Reference
.
11.4 Summary and Conclusions of the Study of
Merchant Banks and Corporate Advisory
Services-Related to Contested Bids
X
12.
POSTSCRIPT
271
12.0
Introduction
271
12.1 Merchant Banking in the 1980s: Trend Towards 271
Conglomeracy
12.2 Implications of Current Stockbrokers'Diversi- 274
fication
Efforts
into
Corporate
Financial
Services
12.3 Competition Emanating from Merchant Banking 277
Operations
of UK Clearers
12.4
-Competition
from American
'Merchant
Banks
280
12.5
Consortium
Banking
& Ramifications
for Fee
284
Earning-Services
of UK Merchant
Banks
12.6
The Level
of Merger/Acquisition
Activity
in
286
the UK
12.7
Transplanting
Merger and Acquisition
2g6
Expertise
Abroad
(1).
United
States
of America
X89
(2)
Middle-East
? 92
(3) Asia/Pacific Region 293
PART V: SUPPORTIVE CASE STUDIES (1979-81)_
APPENDIX A: GROUP 1 CASE STUDIES (30)
298
Intröduction
(1) Burns Philp/Hoffnung 299
(2) British Tyre & Rubber/Bestobell 301
(3) Cambridge Royalty Corp. /Cambridge Petroleum 304
(4) Cowie/Ewer 306
(5) Dalgety/Spillers 309
(6) David Dixons/Montfort 313
` (? ) Francis Industries/Evened 316
- x1 -
Pie
(9) GEC/Averys
3,21
(10) GEC/Racal/Decca
324
(11) Hanson Trust/Caparo/Central
Manufacturing
&
3,27
Trading
(12) Hanson Trust/Lindustries
330
"
(13) Harris. Queensway/Hardy
333
(14) Hiram Walker/Highland
Distilleries
335
'(15) Hunting Gibson/Turnbull Scott/Stag Line
3.38
(16) Lonhro/SUITS
-
340
(17) Marsh McLennan/C. T. Bowring
344
(18) Mining
Supplies/Laurence
Scott
3! t6
(19) Provincial
Laundries/St.
George
348
"(20)
Redman Heenan International/;
ellman
Engineer-
350
ing Corporation
(21) Sime Darby/Guthrie
Corporation
353
(22) St. Martins Industri. al (KI0)/Proprietor of
357
Hay's
Wharf
(23) Standard Chartered Bank/Hong Kong & Shanghai 359
Banking
Corp: /Royal
Bank of Scotland
(24) Starwest/Allied London Property/Gough Cooper 363
(25) Starwest/Hawthorn
Leslie
365
(26) Transport
Development
Group/Unigate/Giltspur
367
(27) T. W. Ward/Tiin_nel Holdings 369
(28) Waring & Gillow/Maples
373
(29) Wereidhave/Olympia
& York/English
Property
376
Corp.
(30) Yule Catto/Revertex
381
APPENDIX B: GROUP 2 CASE STUDIES (1C) 383
Introduction
.
383
(1) Trust House Forte/The
Savoy Group
384'
(2) Dunhill-Logida/Asprey
& Company
388
C3} Gasco/St. Piran
391
XII
Page
(4) Churchbury/Law
Land
398
(5) BICC/Higgs
& Hill
399
(6)
: kvana/Robertson
Food
401
(7) News International/William
Collins
40
4
(8) Berisford/British
Sugar Corporation/Rank
406
. Hovis "NcDougall
(9) Lonhro/House of Fraser 408
(10) A. ÄH Ltd/Kangra
International/Renwick
Group
41.3
o APPENDIX C
4: 16
BIBL IOGRAPHY
443
XIII
bi ; L-1- o.
Table No. Title Pie
1.0
The Top 20 Merchant
Bank Ränking
as Financial
8
Advisers by 700 UK Companies
1.1 The Comparison of Merchant Banking Category 8
Against its Principal Professional Affilia-
tion
1.2 The Pilot Survey Designated by Banking Type, 10
Number & Professional Status of Respondents
1.3
.The
y
3nvPig'jQr
7r' UK11,1e-chant
Jýn! '.
rBInvolved
in
14
This Study & the Professional Status of the
Respondents
Interviewed
1.4
Professional
Status
of Respondents
Intervie..
ed . 1.6
from Both the Merchant Banking & ; Stockbroking
Surveys
1.5
Sample and Population
Sizes
+.;
w Contested
Bids
1
1.6 Other Financial advisers Interviewed C 1_ass: 1 f led 24
Frofessioral Status and ä ember
by Business ,
1.7
Total
Number, Types of Institutions,
I rof
essia-- 24nals & Number of Respondents Interviewed
1.8
Types of Self-Regulatory
(Quasi-Judicial),
24
Pr ý" Status
of
Fart .c pantsInterviewed
4.0
Date of Establishment
and the Merchant
Banking
51
Category of the 30 UK Merchant Banks Involved
in this Survey
4.1 Establishment of Merchant Banks in the Sariaple 51
Categorised
by Century
4.2 Advantages (Real/Potential) Perceived by 54
Independent merchant Bens Retarding ýF C i? ia-
to Larger
Grouping
Analysed
by Activity
Sampling
ing Formula
40
3
do _-
'; Su. bsi. r«. ax'y Merchant
Ks)
5
4.4 s dv ný_'-c`'? s (Eloal. /ot¬niial) ; 'er!. "ei1ic b..,
Inde_:: i ent ; ercý. _it
VTtt
.. ' fY-V .-
r1ýa}e lip, i:
_ G1
Sampling
Formula
4.5
- do -
(Subsidiary
Merchant
Banks)
60
4.6
Titles
Assigned
to Corporate
Finance
Units
and
62
Dates of Their Creation of E: he
1710 UK t'lerchaint Banks
4.7 Titles Assigned to the Corporate Finance Units 62
of the 10 Stockbroking
Firms Participating
in
this Survey
4.8
The Corporate
Finance
Functions/Activities
of
66
the 30 UK Merchant
Banks
4.9 Corporate Finance Functions Performed by the 6; ý
10 Major UK Stockbroking Firms
4.10 Headship Titles of Merchant Banks & Stockbrokers F8
4.11
Reporting
System of Corporate
Finance
Divisions
65
of UK 14erchant Banks
4.12
Staffing
Characteristics
of Corporate
Finance
70
Divisions of Leading UUK Merchant Banks and , `. toe '
broking
Firms
4.13
Organisational
Approach
to Corporate
Advisor,?
?2
Activities
(Bid Situations)
Adopted
by UK
Merchant Banks and Stockbrokers
4. '14
Profile
of Professionals
Interacting
with
tier-
75
chant Banks During Bids
4.15 Working Relationshin of Stockbrokers with leer-
75
chant Banks in General Corporate Financial
Advisory
Services
& Specialist
Merger and
Acquisition Transactions
4.16 Screening Process and* Criteria for the Acceptance 77
of Acquisition Mandate Adopted by UK Merchant
Banks Regarding
New Clients
4.17
-- do - (Stockbro'kin UP Fir: 11s) 78
5.0
Sources
of Acquisition
ldeý, a
81
5*
1 Acquisition Study and Evaluation, Approach Adoptedby the 50 UK. Merchant Ban!. -. s Participai; in g; in g=irl
Study 5.2
- XV -
ITI
NO- Table
5.3.
Ownership
of Pre-Acquisition
Checklist
of
86
the 30 UK Merchant Banks Categorised by
Groupings
5.111"
Timing
Consideration
as an Integral
Part
of
191
Bidding Strategy
5.5 Determinants and Application of the "Sighting 192
Shot" Strategy in Aggressive Takeovers
5.6 Determinants of Terms of Consideration Evalua-
tedby Merchant Banks in Bid Pricing
5.7.
Factors
Influencing
Premium Pricing
'i00
5.8 Views of Merchant Bankers Regarding the Level 102
of Premium Pricing
Analysed
by Activity
Sampling
Formula
(Independent
Merchant
Banks)
5.9 - do - (Affiliated Merchant Banks) 102
5. i0
Tac tica?
Considerations
Related
to Pro--Bid.
103
Share
. Acquisition Strategy Evaluated by UK
Merchant
Banks
5.11' Factors- Influencing the Merchant Bankers' 105
Decision to Improve their Bid Price
5.12 Views of Merchant Bankers Regarding the Soli-- 107
citation of the Biddee's Boer(.? Approval Prior
to the Formal Takeover Bid
5.13
Views of Independent
Merchant
Banks Regarding
109
Accessing
Key Shareholders
Before
a Bid
5.14 - do - (Affiliated Merchant Banks) log
5.15 Emphasis in Offer Documents and Its Determin-
. 12,
ants
5.16
1,4'edi a Sources Used by UK Financial
Advisers
ß'i6
During Mergers/Acquisitions
5.17
Determinants
of Success in Contested
Bids as
118
Perceived by Merchant Banking Respondents
6.0 Factors Influencing the UK Merchant Bankers'
ý
Fcr7. u1 ý; ii on c. 'e ensi va ,,. .ýa üe iE;: ti to a
-- XVI -
Tft. I)1 t AO. l: L. ir.
6.1 Perceptions of UK Merchant Bankers & Stock--
brokers Regarding the Functional Applicabi-
li ty of Some Common Defensive Pleasures
Advocated by Literature of Corporate Finance
6.2 Other Defensive Measures Advocated by the
Merchant Bankers Selected. for- this Study
6.3 Share Composition and Its Influence on Defen-
sive Thinking & Tactical Moves of Merchant
Bankers
6.4 Estimated Holdings of New Yorrk Stock Ex-
change (NYSE) Stocks,
19'i9--75
6.5 Facto?: s Bearing Upon the Merchant Banks'
Choice of Defensive Strategy
6.6
Salient
Information
Emphasised
in Defence
Circulars
Favouredb3
rthe 3..
30 L
TK MerchantLUD+aa
6.7
interests
Evaluated
by tie chant Banks Before
Recommending
Acceptance
of a Bid
6.8 Non-Price Determinants Evaluated by UK
111. chant Ban'"iO. b B`e w. e ieröer- Racom, üendat7. Gn
6.9 Perceived Accruements of Profit Forecasts to
Shareholders in Contested Bid Situa.. tions
6.10 Difficulties Related to Profit Forecasts as
Perceived by the Merchant Bankers
6.11 Main Problems Perceived by Merchant Banks in
Conjun+c lion with Profit Forecasts
6.12 Pe cei : Ted Liabilities & Implications arising
from Deviant Profit Forecasts
7.0 Merchant Bankers' Peirce pions of Their Role
as Merger/Acgwis iion Specialists
7.1 Perceptions of Stockbrokers Reg riling Their
'Involvement with Merchant Banks
_n Both CiÜr- porate 1ýin8nc
.. a]. Advisor Services C' Comas ad. '; _ci Tr',. nsaetions I G-
126
129
J_135
138
140
142 11111,146
14"?
151
154
_. Y'Ty T-
e ý: `:::
7.2 Reasons Given by UK Merchant Banks for Their 155
Distinction as Merger/Acquisition Specialists
8.0 Bids Effected With and Without Credit (Loan) 165
Facility
& Their
Outcome
8.1
Financing
Arrangement
on July
1981 for Major
166
American Corporations Embarking on Takeovers
8.2 The Timing Mechanism of the 30 Case Studies 16
8.3 Mergers and Acquisitions of industrial and -170
Commercial
Companies In UK (1969-80)
8.4- Characteristics of Acquis i. tion Financing
170
Found in Case Studies
8.5
Level
of Premium Adopted
by Bidders
in the
171
Case Studies
and Failure
Rate
8.6
Opening Pre, nium Analysed
by Chi-Square
Test
171
8.7
Pre-bid
Characteristics
of the 30 Cass Studies
172
and Its
Failure
Rate
8.8
Pre-bid
Stake Analysed
by Chi--Squai c To: -"t
"' 72
8.9 Compärative Cross-Section of Leading Press
Comments on 6 Contested
Bids (1979-8.1)
8.10
Comparison
of Basic
Determinants
Influencing
175
Success
Between Those of the Merchant. Banking
Survey
& Those of the Case Studies
(197
9.0 Correlated Data of the 11 Defensive Strategies 179
9.1 Asset Revaluation and Implications for Outcome 181
of Defence
9.2
Implications
of Dividend
Increase
for. Outcome
182
of Defence
9.3 Profit Forecasts and implications for Outcome 182
of Defence
9.4 The 4 Takeover Bids from the Case Studies 1f'8
Referred
to the Monopolies
Commission
9.5 Shareholding (Biddee Com anies) Ch'eracteri sed 191
by Ownership `T`ype, Do iinant Holder & Siil_plica--
tions
for Defence
Outco :e
- XVIII -
Table No.
Title
PaEe
9.6
Tactical
Implications
of-Ownership
Pattern
191
(Biddee)
On Defence' Outcome Analysed
by Chi-
Square Test,
_
9.7. Willingness to Follow Directors'Advice About 193
Bids
9.8
Estimated
Ownership
of UK Registered
Compa-
193
nies (1971-77)
9.9.
The KIO (Kuwaiti
Investment
Office)
Stakes
197
in UK Companies
9.10 Nominee Holdings of Shares Assumed to be 198
Related
to the Decca's
Board
9.11 Assumptions Underlying 40 Profit Forecasts 199
Related
to Mergers
& Acquisitions
1979-81
9.12
Accuracy
of Profit
Forecasts
by Defending
200
Companies Effected
during
Hostile
Bids'
9.13
Contested
Bid Transactions
candled
by the
204
Individual
Merchant
Bank Discerned
in the
Case Studies
9.14
-
do
-
(Categorised
by Affiliated
204
Status)
9.15
Total
Contested
Bid Transactions
Handled
by
204
the Different Types of Financial Advisers
Discerned
in the Case Studies
,
9.16 Nature of the Takeover Panel's Involvement 206
with
Financial
Advisers
During
Contested
Bids (Group 1 Case Studies)
9.17
- do -
(Group 2 Case Studies)
206
10.1
Counter
Measures Taken by Some British
Com-
2.17
panies
to Disenfranchise
Nominee Holdings
10.2
Market
Raids-Executed
by Some Bidders
21.9
Constituting
the Case Studies
10.3
1981 Survey of UK Shareholding
Conducted
by
the London Stock Exchange'(LSE)
16.4 Portfolio Holdings of Britannic Assurance 2.2+
Table No. 10.5 10.6 10.7
10.8
10.9
10.10
.
10.11
11.0
11.2
.
12.0
12.1
12.2
12.3
12.4
. -'XIX
Title
Page
Posture
Adopted
by Britannic
Assurance
225
Regarding
its
Portfolios
During
Takeovers
Institutional
Disposal
of Large Blocks
of
226
Shares to Bidders
Prior
to Actual
Takeovers.
Profit
Forecasts
Monitored
by the Takeover
2x1
Panel
(1976-80)
Possible Litigation Threatened by Bidders 2ý2
Against
Financial
Advisers
Connected
with
the Issue of Deviant Profit Forecasts
Out-of-Court
Settlements
Paid by Some'Major
2.2
UK Accounting
Firms in Conjunction
with
Professional
Negligence
Lawsuits
Comparative
Institutional
Frarawork
Pres-
.
241
cribing
Mergers/Acquisitions
in the UK and-
the USA
Monopolies
& Mergers
Commission
References
244
(1965-81):
Master List
Opportunistic
Bids and Discount
to Net Asset
2259
Value Related
to the-Case
Studies-
Success Rate of an Acquisitive
UK Company
266
(Hanson Trust)
Case Studies Referred to the Monopolies 268
Commission,
'their
Verdict
& Subsequent
Out-
come
. Conglomerate
Financial
Services
Mergers
in
272
.
"Wall Street"
USA (1979-81)
Takeovers
& Potential.
Mergers
in the'UK
272
Merchant
Banking
Sector
(1979-81)
- do - (Clearing
Banking
Sector)
272
UK-Clearers
and British-Controlled
Interna-
2? '7
tional
Banks & their
Merchant
Banking
Operations
Merchant
Banking
Capabilities
Arising
from
278
the Potential
Acquisition
of the Royal Bank
of Scotland by the Hong Kong & Shanghai Bank
- xx -
Table No.
Title
Pa e
12.5 Number of Major Foreign Banks Represented in' 281
Leading
Offshore
Banking
Cdntres
-
12.6
Number-of
Foreign
Banks Directly
Represented
281
In London & New York
12.7
Leading
UK Consortium*Banks
& their
Financial
2B5
Performance
12.8 Acquisition Analysis by Main Activity, Number 287
& Asset Size in the UK in 1979
12.9
Analysis
by Size of Assets
of Target
Company
287
(1979)
12.10 Total Acquisition-in the UK'in 1979 Analysed
287
by Economic Activity
.
12.11
Bid/Merger
Activity.
in the. UK Spanning
the
1970-81
Period
12.12
Large Mergers
.&
Acquisitions
Effected
in the.
28$
UK, 1980
12.13
Selective
UK Acquisitions
of US Corporations
200
1979-81
'
12.14
Selective
Merger & Bid Attempts
Effected
by
29'0
US Corporations
in the UK, 1979-81
12.15 Corpofate Advisory Fees Charged' by Some Major 29-2
"Wall Street"
Investment
Banks for
C.
onglo-
merate Takeover Transactions
12.16.
Advisory
Fees Charged by ICFC on Merger
.
29'2
Transactions
12.17 UK Investments by Investors from Hong Kong,
- 29'5
Malaysia
and Singapore
(1979-81)
12.18
Comparative
Operations.
of UK Wholly-Owned
296
or Affiliated-Merchant
Banks in 4 Major
Asia/Pacific Financial Centres
i
'
- xXI --
List
of Diagrams
Diagram No. Title Page
. 11.0 The Concept of the Four Inter-Related 6
Phases
9.0. Növel Defensive Ploy Undertaken by 189
'Rank Hovis McDougall to Neutralise
"
British
Sugar Corporation's
Takeover
Design
11.0
Highly
Controversial
Triangular
Bid
202
Technique
with the Original
Bidder-
Attempting
to Acquire
the Rival
Contender
- TUT -
4-IJ tit. tl.. J". _! ý:: -,
11ppendix Table
No.
Title Fie
C. 1 Questionnaire (Merchant Barkin)
C. 2
Questionnaire
(Stockbrokers)
0.3
Merchant
Bankers'Bid
inclination:
"One
Shot Offer" Versus the "Sightin Shot
Offer"
C. 4 Specimens of Bid Documentation
4.1. Guthrie Corporation
4.2.
British
Sugar Cozýný.;
ration
4.3.
Royal Bank of. scotiand
4t4.
T. S'I. 'Ward
G. 5 Hig niiý; hts of he jU Oase Studies
o. 6
Fin.. nci l
Advisers
Gonr_ected with the
Group 2 Case. Studios
0-7 Dawn Raids &t neir
. Subsoquont Develop-
rl, ents
CL8
Bidder
and Biddee Companies
Founding Family/Entrepreneurial Lnfluen-
ces on their Boards as -Reflected in
the Case Studies
0.9
Co. nparative'
_nal sis of International
Banks Ranked According to Asset Size
: '1980-51
C. 10 Merger ! rend in the USA
C. 1'1
Acquisitions
Handled
By a Leading;
American Investment Bank, Credit Suil: se
Fi rs t Heston in '1981
4 2r144
4'
.
36
.1c
`: 38Lr?
'9
44.044 2
'147i48
/1-9
450
4.51
452
'i-- `: N'TTT - T /ýH. .r ts +-rtTTn Li li iýlll+\)Ycl/iýýi U iýý. l
i would like to express my deep gratitude
to Prof. Peter H. Grinyer, Esmee Fairbairn Professor of Finance
and Investment, my research supervisor and mentor, who has
patiently and skilfully guided me from the embryonic stage
to the final fruition of this doctoral. study. His encou-
ragement, far-sightedness and challenge inspired and sustain-
ed my enthusiasm in what is to many, a very difficult area
of research.
This dissertation would not have been pos-
sible without the assistance of the numerous leading authori-
ties
.; professionals and experts of the City. Tile waratth . 3.:? d
wit of the irerchaati bankers; international banikers; k'"ýJt^ýihio
kers s acknowledged
takeover
specialists,
corporate
la: "ry ry
acccountant s and very -onion ot'. f ic=ýa D. of the various s at; u-
toxy anct seit'-ireL; ulatory bodies who shared their knowledge
with me was particu? arº_y, valu? edo For reasons of cons: i d_en-: -
tiaiity, these participants must remain anonymous, but i owe
them a great. debto
I wish to record my thanks to the various
staff members of the Business School, especially Prof. John
Treasure (ex-Dean), Mr. Philip Davis (Director of Post E:: pe-
rience Courses), Mr. D. G. Hanson (Visiting Fellos,, CUBS) and
Mr. Nicholas Stacey (Chairman, Chesham) who very kindly assis-
ted me with access to the multitude of professionals in the
City. Additionally, I have also benefited from the contri-
butions- ;; nd comments of Frof. Clive Schmitthoff, Dr. Derek
Owles, ilr. Robert Grant, and am especially indebted to iir. S. H.
Lee, Miss Sandra , young Chee and Mrs. Dianne Shafruddin. I am
also very. grateful to iýir. Leslie Baldwin, Librarian at City
University Business School Libr-ar_; and his
s , a_'f , `1iz, 'a; l
Claire, Jill and Sylvia who der. onstrated awui '? Cýl e üN __: lýýrs
,: ath T'= r is to :yJ. n sa t. i. iibb1 tt or s, IC; ci. _ 1... .'
W XXTV -
Finally, i would like to pay tribute to
my parents, brothers and sisters for their patience, finan-
cial support and encouragement that sustained me through
--r c-
DECLARATION
I grant powers of discretion to the
University Librarian to allow this thesis
(Volume I only) to be copied in whole or i::
part without further reference to me. Th
.3
permission covers only sni. e copies made for
study pug. poses, subject to n. ormal conditions
of acknowledgement:.
- XýM ---
A 13 S7RAC1
The aim of this dissertation is to provide
a comprehensive analysis of how British merchant banks organ--
i se and approach contested bids ; ithin the institutional
framework
of the City.
To this end., a number of exploratory hypo-
theses were derived from a pilot study with five merchant
banks in the City as well as discussions with the project-
super: Tisor. Interviewe were the carried out w i"- 10 i eadin ;
UK mcrchor - banks belonging to either the Acceptin or Issue n
houses associations regarding their role, organisational strnc"--
ture, approaches to bidding and defensive issues related t0
contested b: ýds. The main perceptions and empirical i'i Y. d . ngs.
from this major survey are then compared with results o
analysis of 30 c Gso studies spanning the 1979-81 pe: ci i (. skip. -
ported by anal sý.. s of another 10 cases with respect to some
issues)and the results are then discussed and analysed in
chapters 8 and 9. . To obtain an overview: of how self-
regulation
prescribos
bid behaviour
and practices,
interviews
were also held with various
City
bodies.
Volume 1 of this dissertation is divided
into 5 parts. Part i outlines the research objectives, me-
thodology and literature survey. Part II then examines the
results of a survey of opinion of merchant bankers. In Part
III, main results of the literature survey and merchant bank--
ing field work are compared with evidence derived
. from the
case studies. Important research findings pertaining to
organisational structure of leading UK merchant banks,
approaches to strategies and related issues are then identi-
fied and highli
, heed. Contemporary takeover issues which
became apparent during this research project are then analysed
an , i, ssib?. e : ý: ý'crms ý. n estýd (Pa,:. L The ..:: ýý. section
i
, e, 'art V considers sc_::, current- trend; in
or,
XXVlI
ai: eo'i PI'S in the 1980s. In the discussion, details of 'bc)4I
the survey of merchant banking and tho 40 case studies are
used to illustrate the main trends.
Volume 2, which is not to be generally
available to readers gives a cross section of'transcripts of
the interviews held with more than 90 merchent bankers, stock-
brokers, takeover specialists, American investment bankers,
merchant banking analysts, authors, foreign wer_ chant bankers,
officials of self-regulatory bodies as well as relevant
financial and non-financial data of the merchant banks inter-
viewed during this survey,
Findings of this study are numerous and.
it has d er_iunstrated the fact that UK merchant banks approach-
ed their takeover assignments through team work ith a mi nirn--
mum of 2, a favoured norm of 3 and the maximum team size is
dependent on the size, time factor and complexity of the
transaction itself. Their approach to contested bids which
are invariably multi-disciplinary and complicated should
not be viewed purely from the financial perspective alone.
In both bidding and defending capacities, the merchant týari-
hers subscribe to the hypotheses that while there are general
financial and non-financial principles guiding their approa-
ches, flexibility and creativity are essential. Although
the bidder has more control over timing in 6pringing the
takeover Did, however, the findings of this survey have
shown that in a tair n. umber_ of " cases, this factor [nay not
always favour the buyer because of the emergence of rival
bidders. *Moreover . timing is but one element of a bidding/
offensive strategy.
In essence $ the defensive posture is
necessarily
a response
appropriate
to
the offensive
st. - ate`ry_
The share o nershi_p
structure
of the defending
co: lapafl plays
a crucial role in the final outcome of the bids uanc: L Eliv
the :; erchant; banks perceive that, it is relatively easier to
des end 'a, client when '. her: e aý, e no institutional Ihoi dens I, i. ez
, st
-s
; ýr
ý, ý c . *. --
when n he ownership ? spread s'mc r the
- xviII -
are thought to be more loyal to their boards. This is nar-
ticul. arly important,
for
the
lain defensive thrust is ortan appeal to shareholders' loyalty. This is but one aspect
of defensive strategies for, although the literature of cor-
porate finance tends to dwell on. only a few defensive strafe
gies, this st-udy'finds that their range is wide.
Another import-ant finding was the fact
that UK : teckbrokers (as agents) work very closely with the
merchant banks ('as principals) in advising on contested bids.
The former are normally consulted for their market expertise.
One of the leading stockbroking firms interviewed served 8
of the '!? . LC (Accepting Houses Committee) members. Owing
to this
special
relationship
between these two types
of IL.
J_,.
Ian_
cial
institutions
and possibly
their
lack
of financial
power
comparable
to that
of the merchant
banks,
the stockbrokers
är e
genera_lýr
constrained
fr om act isaä pr inc pa i ad v se. c- sin takeover
situations.
However,
with
the impending;
struo,
tural changes ?n the sto kb oking 'ß us ý. ness in the mi
. A980 , there is a possiU äit: y that
. of hei. ' the merchant bank. or f tcc: C
broking
firm
assuming
dual capacity,
Finally, UK merchant banks in the 119803
will be characterised by a trend towards congiomeracy and the
development of fee-based international merchant banking acti-
vities especial:! y in the USA and. the Asia/Pacific Yreg: ions in
view of the constriction and competition in domestic corpor-
r
I AT
This study endeavours to knit together
two quite distinct but related components viz., merchant bank-
ing and corporate acquisitions. From the literature survey
and wide reading on this subject, it became clear that both
terns are rather ambiguous and they generally give rise to
confusioll. Thus, before proceeding further, it is" cr it i.: ß. 1.1 r Ü
important to clarify both terms as used in the context of this
study.
Of the two terms mentioned, ' uioxých t ai
banking' is the more i iimrecise. The late Sit Edward Reid
cautioned against taking a purist approach to defining its
meaning because the tern, "'merchant banking' s sometimes -app--
lied to banks who are not merchants, sometimes to merchants
who arä be:, -1-1. s and sc'mmmetimes f"c; :, ou es who are neither
c3oc s llc);
pretend to prbffer'äny precise definition to an age-old enigma
but rather, attempts to delineate the criteria for the se? ec--
tion of merchant banks to represent the population
_sample,
The criteria cie. iineating the term, 3 merchant bank' in the con-
text of-this study are:
1) The merchant bank must be in the UK,
2) The merchant
bank must be based in London,
3) It must either
belong
to the Accepting
Houses
Committee
or she Issuing
souses ý'ý sociation,
and
finally,
4) It must have a corporate finance division deal-
ing with
corporatef
nancialadvisory
servicesincluding
mergers
and acquisitions.
The term, 'rtakeOver,
u is ire
tz nii
sed in vo''^v äi,:. '_ýý"':.. ý. i : ri v: ä ýý.:; li and iiac: ltlisi
liion" Ln this
Si-?
_- Ed; ar i :: 'eid. "T. he =', cle of : ion char_ gin'-. s
'ý.:.. _i .. o