World

In: Business and Management

Submitted By nguyendk410
Words 669
Pages 3
John D.Finnerty, Jie Jiao, An Yan (2011) “Convertible securities in merger transactions”. Journal of Banking and Finance. Available from http://www.sciencedirect.com/science?_ob=MiamiImageURL&_cid=271679&_user=910074&_pii=S0378426611002147&_check=y&_origin=gateway&_coverDate=31-Jan-2012&view=c&wchp=dGLzVlS-zSkWz&md5=54991a8cb4d588bf972621a486af094a/1-s2.0-S0378426611002147-main.pdf
In merger prospective, acquired company offers a payment package to its target depends on the target’s value. Company has its own private information about its value which can act as competitive advantages and they do not share to other parties. Then medium exchange is chosen my both parties as a tool to solve asymmetric information. In last article, we mentioned that acquired company can choose between cash and stock payment to pay for its target. However, it cannot solve both bidder and target asymmetric information. In this article, they introduces us a new payment method which extends medium exchange method, convertible securities method.
Convertible security contains a debt payment and stock payment. Debt component helps to separate higher-value bidder from lower one, and then signaling its true value to target. The lower-value bidder cannot follow higher one by issuing the same convertible security because it can lead to bankruptcy cost. As a result, using debt component, acquirer can eliminate mimicry, then resolve for bidder asymmetric information. Besides, equity component help higher-value bidder to share cost of overpayment with its target by keeping share price of both high in future. By this way, equity component resolve the target asymmetry.
However, the level of target information asymmetry and bidder information asymmetry must be large enough for the higher-value bidder to choose. Acquirer is less likely to use convertible security method if stock payment and cash…...

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