研究生: |
馬峨力 Emilio - José Mateo Alvarez |
---|---|
論文名稱: |
A Case Study on the Spin-off Restructuring Transaction of AsusTek A Case Study on the Spin-off Restructuring Transaction of AsusTek |
指導教授: |
劉代洋
Day-Yang Liu |
口試委員: |
鄭仁偉
none 繆維中 none |
學位類別: |
碩士 Master |
系所名稱: |
管理學院 - 財務金融研究所 Graduate Institute of Finance |
論文出版年: | 2012 |
畢業學年度: | 101 |
語文別: | 英文 |
論文頁數: | 40 |
中文關鍵詞: | Spin-off |
外文關鍵詞: | Spin-off |
相關次數: | 點閱:197 下載:0 |
分享至: |
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The purpose of this study is to set the introductory background on Spin-off restructuring
transactions, to present AsusTek as a company and to examine the impact of Spin-offs on Asus
during 2007 and 2010 Spin-off events. The Taiwanese company AsusTek decided to Spun-off
two of its subsidiaries with the intention of dividing the corporation in OEM, ODM and a brand
section. These subsidiaries became the independent companies of Unihan and Pegatron.
Subsequently on 2010 AsusTek resolved to again Spin-off further of their ODM holdings to
Pegatron International Investment. This case study is an illustrative introduction to AsusTek and
its Spin-off decision. The analytic chapter of this study focuses on the Spin-off value creating
effect of AsusTek for both 2007 and 2010.
To capture the value creating effects, the research methodology, based on existing
literature, centers on the abnormal returns of the stock market effect and operating performance
effect. In the case of the stock market effect I provide an analysis on the announcement effect
and long-term stock market effect of Asus’ the stock value, the benchmark being the returns of
the Taiwan Stock Exchange weighted index. For the operating performance effect I’ll run a
regression between pre-transaction financial ratios and post-transaction financial ratios, using as
benchmark the median and average operating performance over the periods analyzed to capture
abnormal returns and the performance of Asus compared to pre-transaction event windows.
The main conclusions of this study are the following. For the announcement effects
only the Spin-off of 2007 presented some abnormal returns. The 2010 Spin-off’s announcement
effect may be affected by external forces not captured by this analysis like the European Debt
crisis of 2009 which affected the exports of Taiwan in great measure. The long-term stock
market effect of the 2008 Spin-off seems not to have created value maybe due to the Global
Financial Crisis effect on the consumption of the Industry’s products. For the 2010 Spin-off
there seems to be abnormal returns present for the period spanning from second part of 2011
until the second part of 2012, there are also abnormal negative returns for the first 6 months
after the execution date of this 2010 Spin-off that may be caused by the European Debt crisis as
well. It is evident from this analysis also, that there is a difference between using adjusted
closing prices and regular closing prices due to a capital reduction on 2010 which affects the
long-term stock market effect of the 2010 Spin-off and the last year of the 2008 Spin-off, but the
results don’t change the general conclusion that there seems to be no long-term stock market
effect value creation for the 2008 Spin-off and only some value creation is present on the 2010
Spin-off. The Operating performance effect focuses on Profitability measures (Earning margin,
ROA and EBIT margin) as well as a Leverage measure (debt to asset ratios). For 2008 there are
no abnormal returns and underperformance for the Earning margin and ROA analyses and a
small abnormal return for EBIT margin with underperformance, the Leverage measure although
not abnormal is positively correlated to pre-transaction event windows. For 2010 there are no
abnormal returns for the Earnings margin and ROA analysis, underperformance for Earnings
margin and EBIT margin, the EBIT margin presents some abnormal returns and the ROA seems
to present a positive beta, the Leverage measure although not abnormal is also positively
correlated to pre-transaction event windows. In general Asus seems to present no or little value
creation effects.
The purpose of this study is to set the introductory background on Spin-off restructuring
transactions, to present AsusTek as a company and to examine the impact of Spin-offs on Asus
during 2007 and 2010 Spin-off events. The Taiwanese company AsusTek decided to Spun-off
two of its subsidiaries with the intention of dividing the corporation in OEM, ODM and a brand
section. These subsidiaries became the independent companies of Unihan and Pegatron.
Subsequently on 2010 AsusTek resolved to again Spin-off further of their ODM holdings to
Pegatron International Investment. This case study is an illustrative introduction to AsusTek and
its Spin-off decision. The analytic chapter of this study focuses on the Spin-off value creating
effect of AsusTek for both 2007 and 2010.
To capture the value creating effects, the research methodology, based on existing
literature, centers on the abnormal returns of the stock market effect and operating performance
effect. In the case of the stock market effect I provide an analysis on the announcement effect
and long-term stock market effect of Asus’ the stock value, the benchmark being the returns of
the Taiwan Stock Exchange weighted index. For the operating performance effect I’ll run a
regression between pre-transaction financial ratios and post-transaction financial ratios, using as
benchmark the median and average operating performance over the periods analyzed to capture
abnormal returns and the performance of Asus compared to pre-transaction event windows.
The main conclusions of this study are the following. For the announcement effects
only the Spin-off of 2007 presented some abnormal returns. The 2010 Spin-off’s announcement
effect may be affected by external forces not captured by this analysis like the European Debt
crisis of 2009 which affected the exports of Taiwan in great measure. The long-term stock
market effect of the 2008 Spin-off seems not to have created value maybe due to the Global
Financial Crisis effect on the consumption of the Industry’s products. For the 2010 Spin-off
there seems to be abnormal returns present for the period spanning from second part of 2011
until the second part of 2012, there are also abnormal negative returns for the first 6 months
after the execution date of this 2010 Spin-off that may be caused by the European Debt crisis as
well. It is evident from this analysis also, that there is a difference between using adjusted
closing prices and regular closing prices due to a capital reduction on 2010 which affects the
long-term stock market effect of the 2010 Spin-off and the last year of the 2008 Spin-off, but the
results don’t change the general conclusion that there seems to be no long-term stock market
effect value creation for the 2008 Spin-off and only some value creation is present on the 2010
Spin-off. The Operating performance effect focuses on Profitability measures (Earning margin,
ROA and EBIT margin) as well as a Leverage measure (debt to asset ratios). For 2008 there are
no abnormal returns and underperformance for the Earning margin and ROA analyses and a
small abnormal return for EBIT margin with underperformance, the Leverage measure although
not abnormal is positively correlated to pre-transaction event windows. For 2010 there are no
abnormal returns for the Earnings margin and ROA analysis, underperformance for Earnings
margin and EBIT margin, the EBIT margin presents some abnormal returns and the ROA seems
to present a positive beta, the Leverage measure although not abnormal is also positively
correlated to pre-transaction event windows. In general Asus seems to present no or little value
creation effects.
Abarbanell, J. S., Bushee, B. J., and Raedy J. S. (2001): Institutional Investor Preferences and Price
Pressure: The Case of Corporate Spin-offs, Working Paper, University of North Carolina.
Ahn, S., & Denis, D. J. (2004). Internal capital markets and investment policy: evidence from corporate
spinoffs. Journal of Financial Economics, 71(3), 489-516.
Akerlof, G. (1970): The Market for Lemons: Quality Uncertainty and Market Mechanism, Quarterly
Journal of Economics 84, 488-500.
Allen, J. W., and McConnell, J. J. (1998): Equity Carve-Outs and Managerial Discretion, Journal of
Finance 53, 163-186.
Amihud, Y., and Lev, B. (1981): Risk Reduction as Managerial Motive for Conglomerate Mergers,
Journal of Economics 12, 605–617.
Anslinger, P. L., Bonini, S., and Patsalos-Fox, M. (2000): Doing the Spin-out, McKinsey Quarterly, 98–
105.
Anslinger, P. L., Klepper, S. J., and Subramaniam, S. (1999): Breaking Up is Good to Do - Restructuring
through Spinoffs, Equity Carve-outs, and Tracking Stocks Can Create Shareholder Value, McKinsey
Quarterly, 16-27.
Aron, D. J. (1988): Ability, Moral Hazard, Firm Size and Diversification, Journal of Economics 19, 72-87.
Barber, B. M., Lyon, J. D., and Tsai, C. (1999): Improved Methods for Tests of Long-Run Abnormal
Stock Returns, Journal of Finance 54, 165-201.
Berger, P. G., and Ofek, E. (1999): Causes and Effects of Corporate Refocusing Programs, Review of
Financial Studies 12, 311-345.
Boot, A. W. A. (1992): Why Hang on to Losers? Divestitures and Takeovers, Journal of Finance 47,
1401-1423.
Brown, K., and Brooke, B. (1993): Institutional Demand and Security Price Pressure: The Case of
Corporate Spin-offs, Financial Analysts Journal 49, 53–62.
Chemmanur, Th. J., and Yan, A. (2000): Corporate Control Contests and the Disciplining Effect of Spinoffs:
A Theory of Performance and Value Improvements in Spin-offs, Working Paper, Carroll School of
Management, Boston College.
Chevalier, J. (1999): Why Do Firms Undertake Diversifying Mergers? An Examination of the Investment
Policies of Merging Firms, Working Paper, University of Chicago.
Cho, M. H., and Cohen, M. A. (1997): The Economic Causes and Consequences of Corporate Divestiture,
Managerial and Decision Economics 18, 367-374.
Copeland, T. E., Lemgruber, E. F., and Mayers, D. (1987): Corporate Spin-Offs: Multiple Announcement
and Ex-date Abnormal Performance, in: Copeland, T. E. (ed.), Modern Finance and Industrial Economics:
Papers in honor of J. Fred Weston, Basil: Blackwell Inc., 114-137.
Cusatis, P. J., Miles, J. A., and Woolridge, J. R. (1993): Restructuring through Spin-Offs: The Stock
Market Evidence, Journal of Financial Economics 33, 293-311.
Cusatis, P. J., Miles, J. A., and Woolridge, J. R. (1994): Some New Evidence that Spin-offs Create Value,
Journal of Applied Corporate Finance 7, 100-107.
Daley, L., Mehrotra, V., and Sivakumar, R. (1997): Corporate Focus and Value Criterion: Evidence from
Spin-Offs, Journal of Financial Economics 45, 257-281.
Daniel, K., Hirshleifer, D., & Subrahmanyam, A. (1998). Investor Psychology and Security Market
Under- and Overreactions. Journal of Finance, 53(6), 1839-1885.
DeBondt, W. F. M., and Thaler, R. (1985): Does The Stock Market Overreact? Journal of Finance 40,
793-805.
Desai, H., and Jain, P. C. (1999): Firm Performance and Focus: Long-run Stock Market Performance
Following Spin-Offs, Journal of Financial Economics 54, 75-101.
Dranikoff, L., Koller, T., and Schneider, A. (2002): Divestiture: Strategy's Missing Link, Harvard
Business Review 80, 1- 12.
Fama, E. F. (1970): Efficient Capital Markets: A Review of Theoretical and Empirical Work, Journal of
Finance 25, 383-417.
Fama, E. F. (1980): Agency Problems and the Theory of the Firm, Journal of Political Economy 88, 288-
307.
Fama, E. F. (1991): Efficient Capital Markets: II, Journal of Finance 46, 1575-1617.
Galai, D., & Masulis, R. W. (1976). The option pricing model and the risk factor of stock. Journal of
Financial Economics, 3(1-2), 53-81.
Gaughan, P. (1999): Mergers, Acquisitions, and Corporate Restructurings, New York: Second edition,
Wiley.
Goetzman, W., and Garry, M. (1986): Does Delisting from the S&P 500 Affect Stock Price? Financial
Analysts Journal 42, 64-69.
Habib, M. A., Johnsen, B. D., and Naik, N. Y. (1997): Spin-Offs and Information, Journal of Financial
Intermediation 6, 153-176.
Healy, P., and Palepu, K. (1990): Earnings and Risk Changes Surrounding Primary Stock Offers, Journal
of Accounting Research 28, 25-48.
Healy, P., Palepu, K., and Ruback, R. S. (1992): Does Corporate Performance Improve after Mergers?
Journal of Financial Economics 31, 135-175.
Jain, B. A. (1985): The Effect of Voluntary Sell-off Announcements on Shareholder Wealth, Journal of
Finance 40, 209-224.
Jensen, M. C. (1986): Agency Costs of Free Cash Flow, Corporate Finance and Takeovers, American
Economic Review 76, 323-329.
Jensen, M. C., and Meckling, W. H. (1976): Theory of the Firm: Managerial Behavior, Agency Costs and
Ownership Structure, Journal of Financial Economics 3, 305–360.
John, T. A. (1993): Optimality of Spin-Offs and Allocation of Debt, Journal of Financial and Quantitative
Analysis 28, 139- 160.
Kuo, T.-K., & Minshall, T. (2008). Innovation Capability Reconfiguration in Business Transition: A Case
Study on Taiwanese PC Firms. International Conference on Management of Technology 2008.
Manne, H. G. (1965): Mergers and the Market for Corporate Control, Journal of Political Economy 73,
110-120.
Maxwell, W. F., and Rao, R. P. (2003): Do Spin-offs Expropriate Wealth from Bondholders? The Journal
of Finance 58, 2087-2108.
McConnell, J. J., Ozbilgin, M., and Wahal, S. (2001): Spin-offs – Ex ante, Journal of Business 74, 245-
280.
McKenna, M. R. (2000): Divestitures: Breaking Up Is Hard To Do, Stern Journal, 63-70.
Miles, J. A., and Rosenfeld, J. D. (1983): The Effect of Voluntary Spin-off Announcements on
Shareholder Wealth, Journal of Finance 38, 1597-1606.
Rappaport, A. (1986): Creating Shareholder Value - The New Standard for Business Performance, New
York: Free Press.
Rüdisüli,R. (2005). Value Creation of Spin-offs and Carve-outs. Doctoral Thesis, University of Basel,
May 2005
Schipper, K., and Smith, A. (1983): Effects of Recontracting on Shareholder Wealth: The Case of
Voluntary Spin-offs, Journal of Financial Economics 12, 437-467.
Veld-Merkoulova, Y. V. (2002): The Effects Of Divestitures On The Bondholders' Value, Working Paper,
Erasmus University, Rotterdam.
Vijh, A. M. (1999): Long-term Returns from Equity Carve-outs, Journal of Financial Economics 51, 273-
308.
Villalonga, B. (2004): Diversification Discount or Premium? New Evidence from BITS Establishmentlevel
Data, Journal of Finance 59, 479-506.
Woo, C. Y., Willard, G. E., and Daellenbach, U. S. (1992): Spin-Off Performance: A Case of Overstated
Expectations? Strategic Management Journal 13, 433-447.