M a effects on acquirers store chain retailers stock price an empirical study from vietnam as the target country

VIETNAM NATIONAL UNIVERSITY, HANOI VIETNAM JAPAN UNIVERSITY NGUYEN HOAI THU M&A EFFECTS ON ACQUIRERS (STORE-CHAIN RETAILERS) STOCK PRICE: AN EMPIRICAL STUDY FROM VIETNAM AS THE TARGET COUNTRY MAJOR: BUSINESS ADMINISTRATION CODE: 6034012 RESEARCH SUPERVISOR: ASSOC PROF VU ANH DZUNG PROF TOHRU INOUE Hanoi, 2018 DECLARATION I, Nguyen Hoai Thu, affirm that this paper has not been submitted to any college or instructive institutions beneath any form Data, which recovered from other analysts and websites, has been recognized and recorded as references section This paper may be a portion of the necessity to fulfill the degree of Master of Business Administration at Vietnam Japan University Nguyen Hoai Thu Date 11 June 2018 i ACKNOWLEDGEMENTS Firstly, I would like to express my special gratitude to my two supervisors also the two lecturers who have taught me International Business, and Quantitative Analysis To Associate Professor Vu Anh Dzung, one of the most dedicated professor that I am lucky enough to get connected and known for years Thank you for making the lectures too interesting that make students not be able to get distracted, for being patient with us, and for your support all along the way To Professor Tohru Inoue, thank you for inspiring me that much about spirit I have learnt a lot not only the knowledge about capital market which I am so love to know more from an expert, but also the Japanese cultures and etiquette Time flies, and people grow up, before writing this acknowledgement, I took time to re-read the Statement of Purpose to remind me why I want to join the MBA, and VJU Until now, reaching this stage, experience all the moments together with peers, is the best scenario that I could imagine I have learnt a lot, from the endless conversations with the most respected yet warmed Lien-sensei, Hino-sensei, Hanhsensei, and all Japanese lecturers especially Matsui-sensei (Our lovely grandpa), Kodozawa-sensei, and Heller-sensei about papers, news, and daily life routine To the two most hardworking, affectionate and joyful chi Huong-san and chi Naganosan, thank you a lot for your caring to the detail I keep telling my friend that being in VJU is a rare opportunity of lifetime, it is not about getting to know and be friended with many intelligent, gregarious, and courageous peers, but about a pure beautiful environment with full-packed of people who are all giving their best to build and spread the good spirit I am truly grateful to all of that Besides that, I would moreover like to give a special thanks to my parents and other family‘s members who have bolstered me a part in numerous choice of my life, and have direct me toward Thank you, father, who have taught me to appreciate to all the love, and support, to gracefully behave ii to everything Thank you, mother, who silently takes care of us so well, who is next to me any time I get down, a mother, a companion in you Thank you, my so precious brother, and close relatives who bring of delights to my life At last, to all friends who helped me and cheer me a lot through thick and thin Much appreciated! iii TABLE OF CONTENT DECLARATION i ACKNOWLEDGEMENTS ii TABLE OF CONTENT iv ABSTRACT vi ABBREVIATIONS vii LIST OF TABLES viii LIST OF FIGURES viii CHAPTER 1: INTRODUCTION 1.1 Research Background 1.1.1 Vietnam market – A promising target destination to watch 1.1.2 Vietnam M&A market 1.1.3 M&A Inflow to Vietnam‘s Retail market – A Thriving sector 1.2 Research Motivation 1.3 Research Questions 1.4 Research Objectives CHAPTER 2: LITERATURE REVIEW 2.1 Mergers and Acquisitions 2.2 Motive of Mergers and Acquisitions 2.3 M&A announcement and Stock-Price Movement 10 2.3.1 Bidding companies‘ shareholders 10 iv 2.3.2 Domestic vs Cross-border M&A 12 2.3.3 Within and diversification M&A 14 2.3.4 Other determinants might affect the stock price 16 CHAPTER 3: METHODOLOGY 17 3.1 Methodology 17 3.2 Hypothesis Development 18 3.3 Methodology of Event Study 19 3.3.1 Market Efficiency 19 3.3.2 Estimation period, event day and event window 20 3.4 Data-set 22 CHAPTER 4: DATA PRESENTATION AND RESULT DISCUSSION 24 4.1 Data Presentation 24 4.2 Result discussion 36 4.2.1 Value Effects of Domestic and Cross-border Transactions 37 4.2.2 Value Effects of Transactions Horizontal vs Diversified M&A 38 4.2.3 Summary of Value Effects of Transactions Comparing within-industry and diversified deal with their Geographical Focus 38 CHAPTER 5: CONCLUSION, IMPLICATION, AND FURTHER RECOMMENDATIONS 40 5.1 Conclusion and implication 40 5.2 Limitations and future recommendation 41 REFERENCES 42 v ABSTRACT This paper aims to identify the reaction of the stock price of bidder company in retail industry (focus on retail-chain stores retailers) M&A in retail sector especially the retail store has been creating lots of tagline from all the most prestigious business news not only local but also regional Billion dollar deals, whether they would contribute to the wealth of shareholders The empirical result in Vietnam show that there is a strong negative significant in short-term toward the wealth gain of bidding companies‘ shareholders Due to the time span of the deal evaluation, the researcher would not take into account the synergies effects of the deal, this work is focusing on short-term shareholders‘ gain which is the change in stock price of the bidders Keywords: developing countries, finance, Mergers and Acquisitions (M&A), stock price, bidding company, event study vi ABBREVIATIONS FDI: Foreign Direct Investment GDP: Gross Domestic Product IMAA: Institute of Mergers, Acquisitions and Alliances M&A: Mergers and Acquisitions PwC: PricewaterhouseCoopers UNCTAD: United Nations Conference on Trade and Development USD: United States Dollar WEF: World Economic Forum vii LIST OF TABLES Table 3.1: M&A Deals targeting to Store-based retailers in Vietnam market 23 Table 4.1: Summary of the significant test results on the bidding companies CAR from event window due to the announcement on the completion of the merger and acquisition 37 LIST OF FIGURES Figure 4.1: Stock price movement of VIC and Index changes of VnIndex during the tested time (VIC-OceanGroup) 25 Figure 4.2: Test Result of the Deal between Vingroup and OceanGroup 26 Figure 4.3: Stock price movement of CentralGroup and Index changes of SET Index during the tested time (Central Group – Nguyen Kim) 27 Figure 4.5: Stock price movement of AEON and Index changes of Topix during the tested time (AEON-Fivimart&Citimart) 29 Figure 4.6: Test Result of the Deal between Vingroup and OceanGroup 30 Figure 4.8: Test Result of the Deal between Vingroup and Vinatex 32 Figure 4.9: Stock price movement of VIC and Index changes of VnIndex during the tested time (VIC-Maximart) 33 Figure 4.10: Test Result of the Deal between Vingroup and Maximart 34 Figure 4.11: Stock price movement of CentralGroup and Index changes of BigC during the tested time (CentralGroup-BigC) 35 Figure 4.12: Test Result of the Deal between CentralGroup and BigC 36 viii CHAPTER 1: INTRODUCTION 1.1 Research Background 1.1.1 Vietnam market – A promising target destination to watch According to the report arranged for APEC CEO Summit by PwC Vietnam – One of the worldwide counseling firm that has been actively working in Vietnam market, till 4th quarter of 2017, with exchanging stream of USD340 billion Vietnam has been still showing that this is an open economy with 1.6 times its GDP, and has pulled into add up to its foreign direct investment (FDI) with the sum of USD300 billion in 2016 The FDI inflow has been accounted for around 70% of Vietnam's export turnover, FDI inflow has helped with identical to to 22% of cover millions contributed incredibly to development and modernization, the GDP The of occupations and boosting the economy‘s development (PricewaterhouseCoopers, 2017) According to the World Bank‘s Doing Business 2017 Report, Vietnam has been showing its improvement with nine positions higher compared with 2016 regarding its ease in doing business in Vietnam (from 91st to 82nd) (WorldBankGroup, 2016) At the same time, the country got placed at 60th out of 138 economies in the World Economic Forum's 2017 in its Global Competitiveness Report A country of almost 100 million individuals, with more than 60% are younger than 35, Vietnam is very much situated to supply a youthful, rich and quality workforce at competitive labor cost With the effort of creating a stable political environment, with good social and also the macro-economic environment, Vietnam has consistently enhanced its institutional structure and transparency to be steady line up with global standards The legislature of Vietnam has focused on making good conditions for any entity and organizations, as they execute their long-haul venture with strong contribution to the global supply chain and value Vietnam is as of now concentrating on enhancing the business condition and expanding its aggressiveness, bolstered by the administration's responsibilities with effort to keep up the yearly normal GDP Alpha 0.000121697 Beta 0.754188105 Sta Error 0.014235821 R-Square 0.261931673 VAR OF CAR 0.058307154 2TAILS P- TEST STAT -18.97730414 VALUE 2.93448E-14 Figure 4.8: Test Result of the Deal between Vingroup and Vinatex Deal #5: Vingroup – Maximark Domestic M&A M&A Type: Horizontal M&A Announcement Date: October 26, 2015 Acquired Percentage: 100% (Le, H., 2015) reported on The Saigon Times that Vingroup on October 26, 2015 announced a fruitful arrangement to obtain A Phong Investment Corporation's whole stake at Maximark general store chain which had solid presences in southcentral and southern areas with Maximark Ba Thang Hai, Maximark Cong Hoa, Maximark District and Maximark Go Vap in HCMC; Maximark Nha Trang and Maximark Cam Ranh in Khanh Hoa Province; Maximark in Ninh Thuan Province; and Maximark Bien Hoa in Dong Nai Province 32 The Maximark grocery stores would be changed over into stores or shopping centers of the VinMart, VinMart+ and Vincom Retail marks after the organization finishes all techniques for the takeover The obtaining of the Maximark chain is a piece of its procedure to extend its dissemination and retail activities, particularly in the southern district which line up with the gathering system to accelerate the development of Vingroup's retail tasks across the nation and turn into a main retailer 40,000 700.00 35,000 600.00 30,000 500.00 25,000 400.00 20,000 300.00 15,000 200.00 10,000 100.00 5,000 0.00 VIC VnIndex Figure 4.9: Stock price movement of VIC and Index changes of VnIndex during the tested time (VIC-Maximart) 33 VN Index VIC Stock Price Stock Price Movement of VIC and Market Index VNIndex Changes October 8, 2014 - November 9, 2015 Alpha 0.001180524 Beta 0.855316764 Sta Error 0.010967614 R-Square 0.46730878 VAR OF CAR 0.053371249 2TAILS - TEST STAT P- 17.86842185 VALUE 9.17644E-14 Figure 4.10: Test Result of the Deal between Vingroup and Maximart Deal #6: Central Group (Thailand) and Nguyen Kim – BigC (Vietnam) Domestic M&A M&A Type: Horizontal M&A Announcement Date: April 29, 2016 Acquired percentage: (Ono, 2016) and (Daga, A and Dhanananphorn, M., 2016) from two prestigious newsroom reported that CASINO is to offer its Big C Vietnam business to Thai Central Group for billion euros ($1.1 billion) including debt, giving the French retailer further respite from a debt pile that pushed its credit rating to junk Casino, facing weak markets in Brazil and fierce competition in France, has said it aimed to raise around billion euros this year by selling off businesses in Thailand and Vietnam plus the sale of real estate assets in Latin America 34 Central Group announced that it and its local alliance Nguyen Kim Trading Company had together gained Big C Vietnam for 920 million euro (US$1.05 billion) from France's Casino Group BigC Vietnam has 33 supermarket stores, ten convenience stores and E-commerce Cdiscount.vn The firm prior anticipated that would get some US$800 million from the deal BigC Vietnam's 2015 income was 586 million euros BigC Vietnam is positioned second after the Co.opmart chain as far as store number, so the securing of Big C Vietnam will enable Central Group to spare no less than seven long periods of advancement on the nearby retail showcase 60.00 1,800.00 1,600.00 1,400.00 1,200.00 1,000.00 800.00 600.00 400.00 200.00 0.00 50.00 40.00 30.00 20.00 10.00 0.00 Central SETI Figure 4.11: Stock price movement of CentralGroup and Index changes of BigC during the tested time (CentralGroup-BigC) 35 SET Index CenTral Group Stock Price Stock Price Movement of CentralGroup and Market Index SETI Changes April 2, 2015 - May 18, 2016 Alpha 0.001180524 Beta 0.855316764 Sta Error 0.010967614 R-Square 0.46730878 VAR OF CAR 0.069282467 2-TAILS P- TEST STAT -19.62093773 VALUE 1.55571E-14 Figure 4.12: Test Result of the Deal between CentralGroup and BigC 4.2 Result discussion The analysis of the sample according to the acquirer target status respectively of the store-based retail in Vietnam The sample cases, different types of company acts as acquirer either as a holding company or a retailer In the following, the cumulative abnormal returns of acquiring firms are reported respectively in session 4.1: Data Presentation, and also in the summary table 2: Summary of the significant test results on the bidding companies CAR from event window due to the announcement on the completion of the merger and acquisition The results are perfectly in accordance with existing literature finding significantly negative announcements effects for bidding stocks due to M&A transactions Remarkable or negative gain impacts for the acquirer firms winning in observational writing found from Asquith and Kim (1982), or Agrawal et al (1992) 36 Table 4.1: Summary of the significant test results on the bidding companies CAR from event window due to the announcement on the completion of the merger and acquisition Event Window (10, +10) Acquirer Country Target Type Cumulative Abnormal Return P-Value Test Statistic Diversified -19.83 1.27634E14 Nguyen Kim Horizontal -19.18 2.40062E14 Japan Fivimart Horizontal -18.11 7.10477E14 AEON., LTD Japan Citimart Horizontal -18.11 7.10477E14 Vingroup Vietnam VinatexMart Horizontal -18.98 Vingroup Vietnam Maximark Horizontal -17.87 Central Group Thailand BigC Horizontal -19.62 Vingroup Vietnam Oceanmart Central Group Thailand AEON., LTD 2.93448E14 9.17644E14 1.55571E14 4.2.1 Value Effects of Domestic and Cross-border Transactions In order to derive an indicator for capital market integration, the classification of sample respecting domestic and cross-border transactions The consideration is a takeover to be domestic if target and acquirer firm are headquartered in the same country If target and bidder firm headquarters are located in different countries, it would be placed as a cross-border acquisition The case of joint venture between two entities which one entity has headquarter in the same country would be considered as domestic deal since the joint venture has strong knowledge of 37 domestic market This categorization results in domestic and cross-border acquisitions for the target sample Otherwise, cross-border mergers are supposed to be related to benefits due to geographical diversification The researcher does not find support for the assumption—corroborated for instance by Kang (1993)—targets of foreign corporations profited from higher wealth effects than targets of domestic bidders However, from the result showed in the table 2, there is no visible differences between two types of deal 4.2.2 Value Effects of Transactions Horizontal vs Diversified M&A out samples tested in this research are horizontal M&A Due to the substantial differences in market position and power between these conglomerates and all remaining retailers companies considered in this analysis Frequently successional acquisition announcements might have outweighed the potential factors usually attributed to the conglomerate merger success It is believed that all deals to be evaluated in this deal, the bidders have strong understanding about the market Therefore, the researcher cannot see the big difference between all tested deals 4.2.3 Summary of Value Effects of Transactions Comparing within-industry and diversified deal with their Geographical Focus In order to attain deeper insight into the degree of retail-stored based industry in Vietnam, and also capital market integration, the researcher additionally control if the comparison of transactions involving within and diversified incorporating their geographical focus in the analysis will reveal subsistent discrepancies Like any other empirical studies, this study found several points which should not remain unmentioned for future studies These points are briefly evaluated In conjunction with the domestic versus cross-border M&A, the study did not examine the current international exposure of the bidder firm that is involved in M&A outside its home market i.e a firm which is already strongly geographical 38 diversified might not have the same effect as an announcement made by the firm that makes its first cross-border M&A Bidder firms with previous experience in cross-border M&A might be more successful in creating value for their shareholders by being more selective in their choice of target firm On the contrary, a bidder who has been unsuccessful in the past might tend to overpay the target hence contribute negatively to shareholder wealth effects Also, because cross-border M&A tend to be between firms from culturally contingent countries it would be relevant to adjust for the cultural fit between the bidder and the target based on Hofstede‘s (1980) four cultural dimension and the cultural distance formula suggested by Kogut and Singh (1988) This would give an alternative and comprehensive view of shareholder wealth effects of cross- border M&A announcements that is not only restricted to whether or not two parties involved in the M&A is located in the same country Finally, evidence from this study show the bidders‘ shareholders seem to receive negative wealth gain in short-term in all kind of types 39 CHAPTER 5: CONCLUSION, IMPLICATION, AND FURTHER RECOMMENDATIONS 5.1 Conclusion and implication This thesis provides an overview of the retail market as whole and store-based retailers as preference to Vietnam market as specific Growing international trade with lots of FTAs, deregulation of economic activity in many sectors as part of the changes of policy makers, has seen a sharp increase in M&A activities domestically and across national borders between companies targeting to Vietnam market In this thesis, an analysis of shareholder value creation around the announcement of an M&A deal involving firms from in M&A deals has been evaluated The stock market reaction upon the announcement reflects the changes in expected future cash-flows that will accrue to the shareholders of the firms involved and is a proxy of expected value arising from the M&A The analysis finds evidence that target shareholders receive on average negative and significant cumulative abnormal return with the 21-window study around the disclosure of the deal Result is consistent with previous findings in the merger literature Thus, M&A announcements creates value for the targets, while the effect on bidders is neither value creating nor value destroying, but at the best, value is conserved in the shortterm Furthermore, the thesis shows that a statistical visible difference cannot be found between the announcement effects of domestic versus cross-border M&A for the bidders Likewise, no difference could be found between the focus-oriented versus diversification M&A for the target firms as well as the bidding firms indicating that market does distinguish between the industry-relatedness between the target and the bidder 40 5.2 Limitations and future recommendation It has been always acknowledged that measuring the value that mergers and acquisitions create is an inexact science Typical analyses compare share prices before and after a deal is announced, using short-term investor reactions to indicate how much value it would be likely to create One benefit of this approach is that it provides a measure of expected value unaffected by other variables, such as subsequent acquisitions or changes in leadership Yet relying on market reactions to gauge value creation has drawbacks It skews the results to larger deals, which have the heft to affect share prices, and underrepresents smaller ones—even though they account for a majority of M&A It can also underestimate the amount of value created by multideal strategies whose real worth develops over the longer term (Rehm, W., Uhlaner, R & West, A , 2012) However, due to limited time of the deal evaluation, the researchers have not take into account the middle-term and long-term analysis of the deal to evaluate 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