The full text on this page is automatically extracted from the file linked above and may contain errors and inconsistencies.
August I, 1989 eCONOMIC COMMeNTORY Federal Reserve Bank of Cleveland Mergers, Acquisitions and Evolution of the Region's Corporations by Erica L. Groshen and Barbara Grothe How do regional 'economies adapt to changing national and international • Concerns About Mergers and Acquisitions markets? Some researchers suggest that much of the ability of a region to develop rests with the openings and closings of small businesses, 1 In the recent past, Ohio and Pennsylvania have been among the most active If this is true, then the dominance of large firms in the Cleveland-CincinnatiPittsburgh region might suggest an inability to respond to economic challenges. This reasoning, however, ignores the fact that (particularly in the recent past) large firms engage in an alternative, highly visible form of transforma- states for location of corporate headquarters involved in M&As. Ohio ranked fifth in 1985 and 1986, with 307 M&As over the two years; while Pennsylvania ranked seventh, with 266 M&As. Overall, the Midwest led the other six Census regions in the U.S. in M&As in both years: accounting for one quarter of the nation's total M&As in those two years? tion: corporate mergers and acquisitions (M&As). This Economic Commentary The regional effects of M&As can be both positive and negative, as listed in looks at how the M&As of a number of large firms have shaped the regional economy in the last three decades. table I, and as described below. Although observers have raised a variety of concerns about the effect of M&As on a region's industrial structure, few We briefly trace the evolution from of the issues have been explored systematically. 1960 to operated areas of District: 1987 of 37 companies that in three key metropolitan the Federal Reserve's Fourth Cleveland, Cincinnati, and First, if M&As increase the size of companies, the new firms may become less Pittsburgh. In order to understand their propensity to grow, to expand into new markets, and to adopt new technologies, we discuss their size, geographi- flexible and less likely to operate on the cutting edge of technology and product development. If so, an area beset by M&As may suffer a decline in innova- cal dispersion, products, and headquarters location, and link these tive and entrepreneurial activity. On the other hand, larger companies have more access to capital. Thus, the funds available for research and development may features to concerns about the regional effects of M&As. actually rise after a merger. Indeed, one recent study finds no evidence that re- ISSN 0428-1276 - Mergers and acquisitions have both positive and negative effects on a region's industrial structure. The authors use a sample of 37 companies to discuss the effects of mergers and acquisitions on three key metropolitan areas in the Fourth Federal Reserve District. search and development expenditures fall after an acquisition.' A second source of concern about M&As stems from the consolidation of corporate headquarters and facilities. Not only are such consolidations inherently disruptive in the short run, but they can entail losses of jobs important to the region. When the ownership of a business transfers to a nonlocal firm, many of the functions of the acquired firm's headquarters shift to the headquarters of the buyer. This consolidation reduces local jobs for educated mid- and high-level white collar employees as, for example, research and development facilities are combined out of town. These lost headquarters jobs also tend to be less cyclically sensitive than production jobs. Thus, a region with a large share of M&A activity could suffer a dispropor- and/or acquiring firms. The productivity- TABLE 1 POTENTIAL REGIONAL BENEFITS AND COSTS FROM MERGERS AND ACQUISITIONS Potential Benefits Improved productivity from better management New synergies with other subsidiaries (that is, links to other technologies, products, and markets) Greater access to capital Preservation of production jobs and facilities Addition of cyclically stable, high-wage/high-skill town) jobs (if headquarters stays in Addition of community leaders (if headquarters stays in town) Increased profits from greater market power Potential Costs Disruption associated with adjustment to new ownership Loss of the flexibility and innovativeness found in small companies Loss of cyclically stable, high-wage/high-skill jobs to new headquarters city by implication, a rash of M&As can be the vehicle through which a region's productivity is raised. Of course, if the region's M&As reflect local companies' acquisitions of nonlocal firms, then a wave of M&As could raise the local share of cyclically stable, high-skill employment. A study of the effect of M&As on small Michigan firms finds that mergers do not appear to result in lower wages and lower employment; in fact, one usually goes up while the other goes down, with the directions dependent on the type of merger." While losses of headquarters probably have a net negative impact on the region, we also need to consider what would happen to the companies (particularly those that are acquired) without M&As. Some would cease or reduce operations for lack of access to capital, technology, or markets. If so, the alternative to M&As may be losses of production jobs and facilities in addition to losses of headquarters jobs and offices. In considering the points above, it is important to realize that some M&As re- Also associated with corporate consolidation are the possible losses of local autonomy and corporate commit- duce the size of companies involved. In these "bust-up" M&As (which include many leveraged buy-outs), the buyers ment to the region. Some high-level corporate officers are active community leaders; their departure may deprive the community of valuable input. Furthermore, local management sell off the components of conglomerates in order to finance their purchase. In that case, many of the arguments above work in the opposite direction. or ownership may be more committed to long-run rather than short-run profitmaximization with regard to the local facilities, and be more sensitive to the The possible causes of M&As also have important regional implications. One explanation emphasizes the role of M&As in raising the productivity of acquired Acquired Companies 20 17 Number Average age in the sample. By 1987, only about half of the companies remained an identifiable buyer throughout the period; the other half were bought and merged into a larger entity' 70 years Alternatively, M&As may represent at- 12,575 tempts to increase or acquire market power.6 If so, they may raise wealth in the region where the new, more profitable company is located, although they Average number of common stockholders 112,388 23,415 49 8 may reduce competition and lower welfare in the country as a whole. On the other hand, since these M&As do not raise firms' productivity, their disrup- SOURCE: Authors'tabulationsfromMoody'sIndustrialManuals,1960and 1987. holders, and six times as many subsidiaries as acquired companies. 10 TABLE 3 A study of the "motive" of takeovers finds that disciplinary takeovers are Average number of subsidiaries _ tive effects may be the strongest effect experienced by the region. larly hostile ones) is the incentive to abrogate long-term contracts, whether skill jobs. Regions may fear becoming merely the production arm of businesses, with no "brain." Historically Intact Companies established in 1960. The level of M&A activity in the region is readily apparent 80,655 A final explanation for M&As (particu- external costs (for example, of pollution or plant relocation) that their decisions impose on the region. COMPARISON OF HISTORICALLY INTACT COMPANIES AND ACQUIRED COMPANIES: 1960 MEASURES OF AGE AND SIZE 58 years Less awareness of, or responsiveness to, local operational externalities tionate loss of cyclically stable, high- TABLE 2 Average number of employees Loss of community leaders to new headquarters city Abrogation of explicit or implicit contracts with local labor or suppliers _ enhancing theory has two variants; the target company may be either poorly managed or have potential synergies with the operations of the buyer. 5 Then, • Mergers and Acquisitions in a Sample of Firms in the District 17,887 33,157 27,340 95.5% 425.5% 269.9% Medium Companies (30,000-100,000 Intact 6 Acquired 3 Total Group 9 58,083 90,931 69,032 37.5% 133.2% 67.7% employees) 42,247 38,992 41,162 255,289' 359,691 a. Groupsarebasedon 1960employmentof sampledcompanies. SOURCE: Authors'tabulationsfromMoody'sIndustrialManuals,1960and 1987. _ FIGURE 1 ANNUAL DISTRIBUTION OF THE ACQUISITIONS OF SAMPLE COMPANIES BY OTHERS Number of Acquisitions 5 cinnati, and Pittsburgh metropolitan statistical areas (MSAs). 40.9% likely to be hostile, while synergistic takeovers are likely to be friendly. Furthermore, the characteristics of the targets can be distinguished on several counts. For example, targets of hostile takeovers were likely to be older, smaller, and growing more slowly than were other Fortune 500 firms. liOn the basis of sample differences in characteristics between acquired and intact companies, the acquired companies in this region were more likely to have been the targets of disciplinary takeovers than of synergistic mergers. The 17 companies from the sample that were taken over by other companies generally (with four exceptions) became a permanent part of the new larger entity.12 Thus, most of these companies do not appear to have been involved in "bust-up" acquisitions. Ownership also stayed within the country; with only one exception, all of the acquiring companies were American-owned. The sales of these companies (as shown in figure 1) follow the widel y noted waves of M&As in the late 1960s and the 1980s. Also, the sales do The sample was chosen from a group of privately-held large employers in the three MSAs.8 While these fmns may not not appear to have been the result of economic downturns; except for 1980, when we experienced a short recession, be strictly representative of fmns in the region, their experiences are instructive about the effects of M&As. Data were collected from Moody's Industrial Manuals for 1960 and 1987. As can be seen in table 2, the fmns covered were very large, broadly-held, and well- Percent Change in Employment Smaller Companies (less than 16,000 employees) Intact 8 9,147 Acquired 13 6,310 Total Group 21 7,390 Large Companies (over 100,000 employees) Intact 5 Thus, M&As are part of the process by which a region undergoes needed restructuring, modernization, and stream- to get a picture of the impact of M&As in the Fourth District, this Economic Commentary follows changes in 37 major employers in the Cleveland, Cin- Average Number of Employees 1960 1987 Number of Companies explicit or implicit? To the extent that these contracts were made with local employees or suppliers, the regional labor market will suffer a loss of jobs or a lowering of compensation, and regional suppliers will lose customers. lining. But, they can also cause operational disruptions, sap local businesses of autonomy, and remove valuable members from the community. In order EMPLOYEE GROWTH: 1960-1987 BY SIZE OF COMPANY AND MERGER STATUSa Several characteristics distinguish acquired and unacquired companies. Companies that remained intact tended in 1960 to be younger, and to have over six times the employment, nearly five times as many common stock- all of these companies were sold Year of Sale during years of economic expansion. Thus, there is no indication that the acquisitions of these companies was spurred by their distress in hard times. and/or acquiring firms. The productivity- TABLE 1 POTENTIAL REGIONAL BENEFITS AND COSTS FROM MERGERS AND ACQUISITIONS Potential Benefits Improved productivity from better management New synergies with other subsidiaries (that is, links to other technologies, products, and markets) Greater access to capital Preservation of production jobs and facilities Addition of cyclically stable, high-wage/high-skill town) jobs (if headquarters stays in Addition of community leaders (if headquarters stays in town) Increased profits from greater market power Potential Costs Disruption associated with adjustment to new ownership Loss of the flexibility and innovativeness found in small companies Loss of cyclically stable, high-wage/high-skill jobs to new headquarters city by implication, a rash of M&As can be the vehicle through which a region's productivity is raised. Of course, if the region's M&As reflect local companies' acquisitions of nonlocal firms, then a wave of M&As could raise the local share of cyclically stable, high-skill employment. A study of the effect of M&As on small Michigan firms finds that mergers do not appear to result in lower wages and lower employment; in fact, one usually goes up while the other goes down, with the directions dependent on the type of merger." While losses of headquarters probably have a net negative impact on the region, we also need to consider what would happen to the companies (particularly those that are acquired) without M&As. Some would cease or reduce operations for lack of access to capital, technology, or markets. If so, the alternative to M&As may be losses of production jobs and facilities in addition to losses of headquarters jobs and offices. In considering the points above, it is important to realize that some M&As re- Also associated with corporate consolidation are the possible losses of local autonomy and corporate commit- duce the size of companies involved. In these "bust-up" M&As (which include many leveraged buy-outs), the buyers ment to the region. Some high-level corporate officers are active community leaders; their departure may deprive the community of valuable input. Furthermore, local management sell off the components of conglomerates in order to finance their purchase. In that case, many of the arguments above work in the opposite direction. or ownership may be more committed to long-run rather than short-run profitmaximization with regard to the local facilities, and be more sensitive to the The possible causes of M&As also have important regional implications. One explanation emphasizes the role of M&As in raising the productivity of acquired Acquired Companies 20 17 Number Average age in the sample. By 1987, only about half of the companies remained an identifiable buyer throughout the period; the other half were bought and merged into a larger entity' 70 years Alternatively, M&As may represent at- 12,575 tempts to increase or acquire market power.6 If so, they may raise wealth in the region where the new, more profitable company is located, although they Average number of common stockholders 112,388 23,415 49 8 may reduce competition and lower welfare in the country as a whole. On the other hand, since these M&As do not raise firms' productivity, their disrup- SOURCE: Authors'tabulationsfromMoody'sIndustrialManuals,1960and 1987. holders, and six times as many subsidiaries as acquired companies. 10 TABLE 3 A study of the "motive" of takeovers finds that disciplinary takeovers are Average number of subsidiaries _ tive effects may be the strongest effect experienced by the region. larly hostile ones) is the incentive to abrogate long-term contracts, whether skill jobs. Regions may fear becoming merely the production arm of businesses, with no "brain." Historically Intact Companies established in 1960. The level of M&A activity in the region is readily apparent 80,655 A final explanation for M&As (particu- external costs (for example, of pollution or plant relocation) that their decisions impose on the region. COMPARISON OF HISTORICALLY INTACT COMPANIES AND ACQUIRED COMPANIES: 1960 MEASURES OF AGE AND SIZE 58 years Less awareness of, or responsiveness to, local operational externalities tionate loss of cyclically stable, high- TABLE 2 Average number of employees Loss of community leaders to new headquarters city Abrogation of explicit or implicit contracts with local labor or suppliers _ enhancing theory has two variants; the target company may be either poorly managed or have potential synergies with the operations of the buyer. 5 Then, • Mergers and Acquisitions in a Sample of Firms in the District 17,887 33,157 27,340 95.5% 425.5% 269.9% Medium Companies (30,000-100,000 Intact 6 Acquired 3 Total Group 9 58,083 90,931 69,032 37.5% 133.2% 67.7% employees) 42,247 38,992 41,162 255,289' 359,691 a. Groupsarebasedon 1960employmentof sampledcompanies. SOURCE: Authors'tabulationsfromMoody'sIndustrialManuals,1960and 1987. _ FIGURE 1 ANNUAL DISTRIBUTION OF THE ACQUISITIONS OF SAMPLE COMPANIES BY OTHERS Number of Acquisitions 5 cinnati, and Pittsburgh metropolitan statistical areas (MSAs). 40.9% likely to be hostile, while synergistic takeovers are likely to be friendly. Furthermore, the characteristics of the targets can be distinguished on several counts. For example, targets of hostile takeovers were likely to be older, smaller, and growing more slowly than were other Fortune 500 firms. liOn the basis of sample differences in characteristics between acquired and intact companies, the acquired companies in this region were more likely to have been the targets of disciplinary takeovers than of synergistic mergers. The 17 companies from the sample that were taken over by other companies generally (with four exceptions) became a permanent part of the new larger entity.12 Thus, most of these companies do not appear to have been involved in "bust-up" acquisitions. Ownership also stayed within the country; with only one exception, all of the acquiring companies were American-owned. The sales of these companies (as shown in figure 1) follow the widel y noted waves of M&As in the late 1960s and the 1980s. Also, the sales do The sample was chosen from a group of privately-held large employers in the three MSAs.8 While these fmns may not not appear to have been the result of economic downturns; except for 1980, when we experienced a short recession, be strictly representative of fmns in the region, their experiences are instructive about the effects of M&As. Data were collected from Moody's Industrial Manuals for 1960 and 1987. As can be seen in table 2, the fmns covered were very large, broadly-held, and well- Percent Change in Employment Smaller Companies (less than 16,000 employees) Intact 8 9,147 Acquired 13 6,310 Total Group 21 7,390 Large Companies (over 100,000 employees) Intact 5 Thus, M&As are part of the process by which a region undergoes needed restructuring, modernization, and stream- to get a picture of the impact of M&As in the Fourth District, this Economic Commentary follows changes in 37 major employers in the Cleveland, Cin- Average Number of Employees 1960 1987 Number of Companies explicit or implicit? To the extent that these contracts were made with local employees or suppliers, the regional labor market will suffer a loss of jobs or a lowering of compensation, and regional suppliers will lose customers. lining. But, they can also cause operational disruptions, sap local businesses of autonomy, and remove valuable members from the community. In order EMPLOYEE GROWTH: 1960-1987 BY SIZE OF COMPANY AND MERGER STATUSa Several characteristics distinguish acquired and unacquired companies. Companies that remained intact tended in 1960 to be younger, and to have over six times the employment, nearly five times as many common stock- all of these companies were sold Year of Sale during years of economic expansion. Thus, there is no indication that the acquisitions of these companies was spurred by their distress in hard times. _ TABLE 4 Average Number of Countries Average Number of States Intact Companies n=18 Acquired Companies n=15 SOURCE: _ 1960 1987 Percent Change 1960 1987 Percent Change 17 20 18% 6 13 117% 9 13 44% 3 11 267% The intact companies also exhibit strong employment growth, which varies inversely with original size. While the smallest companies in this category enjoyed a 95 percent growth in employees over the 27 -year period, the medium and large intact companies experienced much lower growth rates. Authors' tabulations TABLE 5 part of much larger entities than were their intact counterparts. GROWTH OF GEOGRAPHIC PRESENCE: 1960-1987 from Moody's All of the companies vastly expanded their geographical coverage during the period. This is particularly true of the Industrial Manuals, 1960 and 1987. HEADQUARTERS LOCATION: 1960-1987 Number of Companies Headquartered inMSA 1960 1987 Cleveland Intact Acquired Total 6 5 11 3 Cincinnati Intact Acquired Total Pittsburgh Intact Acquired Total All Three MSAs Intact Acquired Total Percent Change Number of Companies Headquartered in Sun belt 1987 I o 4 - 50% - 80% - 55% 3 2 5 3 0 3 0% -100% - 40% o o o 6 7 13 5 2 7 - 17% - 71% - 46% o 2 2 acquired companies, which are now associated with entities that operate in almost four times as many countries as did the original companies in 1960. Table 4 presents a dramatic picture of the growth of the presence of American companies in foreign countries during the past 27 years. This presence takes the form of subsidiaries, production facilities, or marketing activity. Over this period, the average number of countries in which intact companies operated more than doubled to 13. Expansion of operations to other states in the U.S. followed a similar pattern, but the changes were less dramatic, probably because domestic coverage was already fairly extensive in 1960. In 1960, the companies that were to remain intact tended to have a broader 15 14 29 II 3 14 - 27% - 79% - 52% 2 3 • Size and Geographic Scope of the Companies Table 3 summarizes the trends in number of employees for our sample com- Have M&As increased the size and scope of companies in the region? One panies, grouped according to number of employees in 1959.13 Not one of the largest companies was acquired. Furthermore, in both the small and of the most striking regularities observed among the companies followed is that all of the companies expanded their production capacities or their markets over the period; all 36 surviving entities are now part of much larger corporations than they were in 1960. We track this through two measures of company size: number of employees and locational expansion. medium- size groups, the companies that were eventually acquired tended to be the relatively smaller companies within each group. The exaggerated "growth" rate of the acquired firms is an obvious result of the tendency of these relatively small entities to be bought by larger entities. Thus, by 1987, the acquired companies were geographic presence both in the U.S.' and in foreign markets than did the companies that were to be acquired. But in marked contrast to the results for employment, by 1987 the intact companies were still more geographically dispersed (domestically and internationally) than were the entities that acquired their counterparts. • Location of Headquarters But did these companies' headquarters stay in town? If not, where did they move, and why? Table 5 shows the considerable movement of headquarters location in our sample. In 1960, although all of the companies in our sample employed a large number of people in one of the three key cities in the District, only 29 companies had their headquarters in Cleveland, Cincin- nati, or Pittsburgh. And, by 1987 only • fourteen of the companies remained headquartered in one of these cities, a decline of over one-half. This Economic Commentary Acquired companies showed a much stronger tendency to change their headquarters city than did intact companies. Almost 80 percent of acquired companies moved their headquarters, whereas less than 30 percent of the intact companies moved their headquarters. Only three companies in the sample moved their headquarters to the Sunbelt and two of these moves apparently resulted from acquisitions by companies located in the South. 14 These tentative findings invite further study of the impact of M&As on the movement of headquarters out of ci ties. • Product Changes Another important dimension of structural change is the evolution of products. On the one hand, M&As are a likely vehicle for capitalizing on synergies between the products or operations of ongoing firms. If so, we'd expect the intact companies to be less likely to change their products over time than would acquired companies. IS On the other hand, control by a very large, bureaucratic firm may limit the ability of a plant to adapt to market changes. With just two exceptions, all of the intact companies continued producing or selling essentially the same products over the 27 years. Both companies that changed products produced office equipment in 1960 and were dramatically affected by technological innovations in business equipment and communication processes. 16 Conclusions has ex- plored the effects of M&As on the evolution of 37 large companies in the region over the past 27 years. The dependence of our region's economy on the M&A activities of ongoing enterprises, combined with an understanding of the possible regional benefits and costs of M&As (as summarized in table 1) heightens concern about the directions in which these activities have taken our region. While this analysis cannot measure the net cost or benefit of these changes in corporate affiliation, we have noted some important structural effects of the M&As on our region. and operate in more states and countries than they did before. Half of the companies were absorbed by Americanowned entities, the others retained their corporate identities while they expanded or acquired smaller companies. In this sample, the smaller, older, less geographically-dispersed companies had a higher probability of being acquired. These acquired companies are now permanent parts of larger, but less geographically-dispersed firms than are their intact counterparts. Finally, of the firms headquartered in these three MSAs in 1960, about half (including almost all of the acquired companies) moved their headquarters out of town. and nondurable goods was often preserved.17 The other eight acquired companies continued to be identified with companies that were engaged in essentially the same product. Of these, seven companies were highly capitalintensive. 18 the role of open ings and closings in the pany (in the steel industry) changed hands region (for example, Eberts [1984]). four times. 2. These figures are based on unpublished 13, Two companies could not be included in is a Ph.d. candidate in the School of Urban tabulations provided by the staff of Mergers this section because employee data were un- Studies at The Cleveland State University. and Acquisitions Magazine using the available for 1987. Mergers and Acquisitions Data Base. 14. The much-feared migration of businesses The authors would like to thank Brian Cromwell, Randall Eberts, and William Osterberg eds. The Merger Boom: Proceedings of 3. See Hall (1988). to the Sunbelt from the Rustbelt has been at- for helpful comments. a 4. See Brown and Medoff (1988). a Conference, Federal Reserve Bank of Boston Conference Series Number 31, October 1987. pp. 199-229. Caves, Richard E. "Effects of Mergers and Acquisitions on the Economy: An Industrial Organization Perspective," in Lynn E. Browne and Eric S. Rosengren, Conference. Federal Reserve Bank of Boston Conference Series Number 5. The fact that studies of stock prices of ac- 31, October 1987. pp. 149-168. quired firms find that they usually rise as a Eberts, Randall W. "Dimensions in Cleveland's of Change Economy," Federal ly taken as strong evidence for this argument. However, Caves (1987) points out that the ex Golbe, Devra L., and Lawrence J. White. "A Time Series Analysis of Mergers and Acquisitions in the U.S. Economy," in Alan Neighborhood and Regional Change, 1979. Brown, Charles, and James L. Medoff. "The post value of the new entity is often lower than the combined value of the two firms before the acquisition. System. 15. This effect would arise both because of fewer opportunities for synergies in the products and operations of the intact companies (therefore, no other company acquired them for that purpose), and because acquired companies are sometimes bought by con- 6. See Caves (1987). glomerates whose major concentration is in ducted by the Federal Reserve Bank of 16. One expanded into the worldwide Cleveland for other purposes. graphics market; the other moved into ad- Activity on Corporate Research and 9. Companies were considered to be ac- vanced information systems. Development" quired when they ceased to have an inde- 17. For example, a toiletry company was Corporate Takeovers: Causes and Con- pendent listing in Moody's Industrial Manual. merged into a larger conglomerate that sequences, National Bureau of Economic Research, The University of 10. Of the 20 companies that were never ac- produces nondurable consumer products. quired, two filed bankruptcy proceedings in Meanwhile, an elevator company merged the 1980s. One sold off its viable operations with a producer of transportation equipment and has otherwise ceased to ex ist. The other and building systems. lDO. Mork, Randall, Andrei Shleifer, and Robert W. Vishny. "Characteristics of Targets of continues to operate under the supervision of 18. Three firms are engaged in steel produc- the Bankruptcy Court. tion, two in petroleum refining, and two in Hostile and Friendly Takeovers," in 11. See Mork, Shliefer, and Vishny (1988). the production of heavy industry equipment. Alan 1. Auerbach, ed., Corporate Browne and Rosengren (1987) find few dif- The final company, a chain of retail food Takeovers:Causes ferences in the financial characteristics of the stores, merged with a larger retail food store two types of targets. chain. and Consequences, National Bureau of Economic Research, The University of Chicago Press, Chicago. 1988. pp. 101-129. Ravenscraft, David J. "The I980s Merger Wave: An Industrial Organization Perspective," in Lynn E. Browne and Eric S. Rosengren, eds. The Merger Boom: Proceedings of a Conference, BULK RATE Federal Reserve Bank of Cleveland Research Department P.O. Box 6387 Cleveland, OH 44101 Shleifer, Andrei, and Lawrence H. Summers. "Breach of Trust in Hostile Takeovers," in Alan 1. Auerbach, ed., Address Correction Corporate Takeovers: Causes and Con- Please send corrected mailing label to sequences, National Bureau of Eco- the above address. in Alan 1. Auerbach, ed., Corporate Chicago Press, Chicago. 1988. pp. 33-56. Requested: Takeovers: Causes and Consequences, National Bureau of Economic Research, The Uni versity of Chicago Press, Chicago. 1988. pp. 9-23. Lynn E. Browne and Eric S. Rosengren, Board of Governors of the Federal Reserve prevalence of nonunion labor. versity of Chicago Press, Chicago. 1988. nomic Research, The University of "Are Hostile Takeovers Different?" in Federal Reserve Bank of Cleveland or of the an industry different than that of its new ac- Chicago Press, Chicago, 1988, pp. 66- The views stated herein are those of the the newly emerging Southern cities, and the quisition. in Alan J. Auerbach, ed., Grothe was a summer intern at the Bank and climate encouraged by the governments of 8. These firms participated in a survey con- Hall, Bronwyn H., "The Effect of Takeover Federal Reserve Bank of Cleveland. Barbara authors and not necessarily those of the 7. See Schleifer and Summers (1988). Impact of Firm Acquisitions on Labor," Browne, Lynn E. and Eric S. Rosengren. tributed to lower utility costs in the South Erica L. Groshen is an economist at the (due to the weather), the favorable business Causes and Consequences, National Bureau of Economic Research, The Uni- 1987. pp. 17-37. Cambridge, MA: MIT Program on buyers are stable or may fall slightly, is usual- Reserve Bank of Cleveland Economic ference Series Number 31, October • References result of acquisition, while stock prices of the Commentary, October 8, 1984. Federal Reserve Bank of Boston Con- Birch, David L. The Job Creation Process, Half of the acquired companies were bought by multiproduct entities, although the distinction between durable 12, Thirteen companies were bought only once, three were sold twice, and one com- J. Auerbach, ed., Corporate Takeovers: Employees of all of these firms now work for much larger and perhaps more efficient (or profitable) companies than they did in the past. These employers now make a wider variety of products, - • Footnotes 1, See Birch (1979). Other studies examine eds. The Merger Boom: Proceedings of Material may be reprinted provided that the source is credited. Please send copies of reprinted materials to the editor. U.S. Postage Paid Cleveland,OH Permit No. 385 nati, or Pittsburgh. And, by 1987 only • fourteen of the companies remained headquartered in one of these cities, a decline of over one-half. This Economic Commentary Acquired companies showed a much stronger tendency to change their headquarters city than did intact companies. Almost 80 percent of acquired companies moved their headquarters, whereas less than 30 percent of the intact companies moved their headquarters. Only three companies in the sample moved their headquarters to the Sunbelt and two of these moves apparently resulted from acquisitions by companies located in the South. 14 These tentative findings invite further study of the impact of M&As on the movement of headquarters out of ci ties. • Product Changes Another important dimension of structural change is the evolution of products. On the one hand, M&As are a likely vehicle for capitalizing on synergies between the products or operations of ongoing firms. If so, we'd expect the intact companies to be less likely to change their products over time than would acquired companies. IS On the other hand, control by a very large, bureaucratic firm may limit the ability of a plant to adapt to market changes. With just two exceptions, all of the intact companies continued producing or selling essentially the same products over the 27 years. Both companies that changed products produced office equipment in 1960 and were dramatically affected by technological innovations in business equipment and communication processes. 16 Conclusions has ex- plored the effects of M&As on the evolution of 37 large companies in the region over the past 27 years. The dependence of our region's economy on the M&A activities of ongoing enterprises, combined with an understanding of the possible regional benefits and costs of M&As (as summarized in table 1) heightens concern about the directions in which these activities have taken our region. While this analysis cannot measure the net cost or benefit of these changes in corporate affiliation, we have noted some important structural effects of the M&As on our region. and operate in more states and countries than they did before. Half of the companies were absorbed by Americanowned entities, the others retained their corporate identities while they expanded or acquired smaller companies. In this sample, the smaller, older, less geographically-dispersed companies had a higher probability of being acquired. These acquired companies are now permanent parts of larger, but less geographically-dispersed firms than are their intact counterparts. Finally, of the firms headquartered in these three MSAs in 1960, about half (including almost all of the acquired companies) moved their headquarters out of town. and nondurable goods was often preserved.17 The other eight acquired companies continued to be identified with companies that were engaged in essentially the same product. Of these, seven companies were highly capitalintensive. 18 the role of open ings and closings in the pany (in the steel industry) changed hands region (for example, Eberts [1984]). four times. 2. These figures are based on unpublished 13, Two companies could not be included in is a Ph.d. candidate in the School of Urban tabulations provided by the staff of Mergers this section because employee data were un- Studies at The Cleveland State University. and Acquisitions Magazine using the available for 1987. Mergers and Acquisitions Data Base. 14. The much-feared migration of businesses The authors would like to thank Brian Cromwell, Randall Eberts, and William Osterberg eds. The Merger Boom: Proceedings of 3. See Hall (1988). to the Sunbelt from the Rustbelt has been at- for helpful comments. a 4. See Brown and Medoff (1988). a Conference, Federal Reserve Bank of Boston Conference Series Number 31, October 1987. pp. 199-229. Caves, Richard E. "Effects of Mergers and Acquisitions on the Economy: An Industrial Organization Perspective," in Lynn E. Browne and Eric S. Rosengren, Conference. Federal Reserve Bank of Boston Conference Series Number 5. The fact that studies of stock prices of ac- 31, October 1987. pp. 149-168. quired firms find that they usually rise as a Eberts, Randall W. "Dimensions in Cleveland's of Change Economy," Federal ly taken as strong evidence for this argument. However, Caves (1987) points out that the ex Golbe, Devra L., and Lawrence J. White. "A Time Series Analysis of Mergers and Acquisitions in the U.S. Economy," in Alan Neighborhood and Regional Change, 1979. Brown, Charles, and James L. Medoff. "The post value of the new entity is often lower than the combined value of the two firms before the acquisition. System. 15. This effect would arise both because of fewer opportunities for synergies in the products and operations of the intact companies (therefore, no other company acquired them for that purpose), and because acquired companies are sometimes bought by con- 6. See Caves (1987). glomerates whose major concentration is in ducted by the Federal Reserve Bank of 16. One expanded into the worldwide Cleveland for other purposes. graphics market; the other moved into ad- Activity on Corporate Research and 9. Companies were considered to be ac- vanced information systems. Development" quired when they ceased to have an inde- 17. For example, a toiletry company was Corporate Takeovers: Causes and Con- pendent listing in Moody's Industrial Manual. merged into a larger conglomerate that sequences, National Bureau of Economic Research, The University of 10. Of the 20 companies that were never ac- produces nondurable consumer products. quired, two filed bankruptcy proceedings in Meanwhile, an elevator company merged the 1980s. One sold off its viable operations with a producer of transportation equipment and has otherwise ceased to ex ist. The other and building systems. lDO. Mork, Randall, Andrei Shleifer, and Robert W. Vishny. "Characteristics of Targets of continues to operate under the supervision of 18. Three firms are engaged in steel produc- the Bankruptcy Court. tion, two in petroleum refining, and two in Hostile and Friendly Takeovers," in 11. See Mork, Shliefer, and Vishny (1988). the production of heavy industry equipment. Alan 1. Auerbach, ed., Corporate Browne and Rosengren (1987) find few dif- The final company, a chain of retail food Takeovers:Causes ferences in the financial characteristics of the stores, merged with a larger retail food store two types of targets. chain. and Consequences, National Bureau of Economic Research, The University of Chicago Press, Chicago. 1988. pp. 101-129. Ravenscraft, David J. "The I980s Merger Wave: An Industrial Organization Perspective," in Lynn E. Browne and Eric S. Rosengren, eds. The Merger Boom: Proceedings of a Conference, BULK RATE Federal Reserve Bank of Cleveland Research Department P.O. Box 6387 Cleveland, OH 44101 Shleifer, Andrei, and Lawrence H. Summers. "Breach of Trust in Hostile Takeovers," in Alan 1. Auerbach, ed., Address Correction Corporate Takeovers: Causes and Con- Please send corrected mailing label to sequences, National Bureau of Eco- the above address. in Alan 1. Auerbach, ed., Corporate Chicago Press, Chicago. 1988. pp. 33-56. Requested: Takeovers: Causes and Consequences, National Bureau of Economic Research, The Uni versity of Chicago Press, Chicago. 1988. pp. 9-23. Lynn E. Browne and Eric S. Rosengren, Board of Governors of the Federal Reserve prevalence of nonunion labor. versity of Chicago Press, Chicago. 1988. nomic Research, The University of "Are Hostile Takeovers Different?" in Federal Reserve Bank of Cleveland or of the an industry different than that of its new ac- Chicago Press, Chicago, 1988, pp. 66- The views stated herein are those of the the newly emerging Southern cities, and the quisition. in Alan J. Auerbach, ed., Grothe was a summer intern at the Bank and climate encouraged by the governments of 8. These firms participated in a survey con- Hall, Bronwyn H., "The Effect of Takeover Federal Reserve Bank of Cleveland. Barbara authors and not necessarily those of the 7. See Schleifer and Summers (1988). Impact of Firm Acquisitions on Labor," Browne, Lynn E. and Eric S. Rosengren. tributed to lower utility costs in the South Erica L. Groshen is an economist at the (due to the weather), the favorable business Causes and Consequences, National Bureau of Economic Research, The Uni- 1987. pp. 17-37. Cambridge, MA: MIT Program on buyers are stable or may fall slightly, is usual- Reserve Bank of Cleveland Economic ference Series Number 31, October • References result of acquisition, while stock prices of the Commentary, October 8, 1984. Federal Reserve Bank of Boston Con- Birch, David L. The Job Creation Process, Half of the acquired companies were bought by multiproduct entities, although the distinction between durable 12, Thirteen companies were bought only once, three were sold twice, and one com- J. Auerbach, ed., Corporate Takeovers: Employees of all of these firms now work for much larger and perhaps more efficient (or profitable) companies than they did in the past. These employers now make a wider variety of products, - • Footnotes 1, See Birch (1979). Other studies examine eds. The Merger Boom: Proceedings of Material may be reprinted provided that the source is credited. Please send copies of reprinted materials to the editor. U.S. Postage Paid Cleveland,OH Permit No. 385