Managerial Finance - Base Paper
Managerial Finance - Base Paper
Manuscript ID MF-12-2017-0523.R1
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Manuscript Type: Original Article
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3 Confining value from Neural Networks: A sectoral study prediction of takeover targets in the
4 U.S Technology Sector
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6 ABSTRACT
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10 Published studies in the area of predicting M&As have made a relatively limited attempt to
11 use neural network systems (NNs henceforth) in such a decision making process. This paper
12 examines the value of utilising a neural networks approach using M&A data confined in the
13 U.S technology domain. Investors value firms before investing in them to identify their true
14 stock price; yet, technology firms pose a great valuation challenge to investors and analysts
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alike as the latest IT stock price bubble in Silicon Valley and as the recent stratospheric rise of
17 Financial Technology (FinTechs henceforth) companies have also demonstrated. At the same
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18 time, the technology sector in the US commands approximately 8% of GDP and accounts for
19 around 20% of all M&A deals in our sample period. We utilise US technology firms’ data
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from Bloomberg for the period 2000–2016. Our analysis applies and compares a neural
21 network approach to a linear classifier, logistic regression. Our empirical results show that
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neural networks are a promising method of evaluating M&A takeover targets in terms of
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24 their predictive accuracy and adaptability. The higher level of accuracy provided by a neural
25 network approach can provide practitioners with a competitive advantage in pricing merger
26 offers. Trade-offs and limitations of using neural nets as an alternative, general modelling
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27 tool are also discussed. Our findings emphasise the value alternative methodologies
28 potentially provide in high-technology industries in order to achieve the screening and
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Managerial Finance Page 2 of 31
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3 1. Introduction
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5 Shareholder theory posits that management has a mandate to maximise shareholder wealth
6 through decisions that add value to investments and stimulate growth. For any large
7 company, growth through Mergers and Acquisitions (M&As henceforth) is often a key part
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of corporate growth strategy. Growth largely drives value creation and M&As can offer a
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10 course to growth when esoteric opportunities are restricted through projected financial,
11 strategic and operational synergies achieved at a fair price. Numerous studies though have
12 shown that M&As more often than not destroy value rather than create it. More than 50%
13 of all M&As lead to a decline in relative total shareholder return after one year. Hence,
14 effective target identification must be built on the foundation of a credible strategy that
15 identifies the most promising market segments for growth, assesses whether organic or
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acquisitive growth is the best way forward, and defines the commercial and financial
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18 hurdles for potential deals. It is thus crucial for companies’ upper management to utilise
19 credible and proven methodologies and models to ensure that target identification is based
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on sound background research. For example, as early as 20 years ago, researchers (Kaastra
21 and Boyd, 1996; Rojas, 1996) argued for the systematic application of neural networks as a
22 method to deal with the problem of non-linearity in financial transactions. Rojas (1996)
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argues that where there is abundance of data but less theoretical understanding (for
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25 example behavioural patterns that are not easily identified through established linear
26 methods or continuously keep changing) neural networks can discover statistical regularities
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When valuing a firm three major sources of valuation inputs are considered: (i) Current
30 Financial Statements; (ii) Firm’s Past History; and (iii) Peer Group comparisons. While for
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most firms such crucial information is ready-made, for technology firms such vital sources
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might be absent. Their financial statements don’t include much information about growth
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34 prospects either. Most technology firms have limited or no past history. They also possess
35 unique businesses and/or products therefore leading to no directly visible peers or
36 competitors (Damodaran , 2001): “As more and more technology firms get listed on financial
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37 markets, often at very early stages in their life cycles, traditional valuation methods and
38 metrics often seem ill suited to them.” (p. 19). Daniel, et. al (1998) have demonstrated that
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investors tend to be overconfident when examining unclear information and that mispricing
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41 is stronger for stocks whose value is closely tied to their growth. The very fact that
42 technology firms more often than not exhibit unconventional growth patterns makes them
43 difficult to evaluate and can lead to their stocks being massively mis-valued (most of the
44 time over-valued) and therefore increasing M&A activity (Rhodes-Kropf & Viswanathan,
45 2004; Jovanovic & Rousseau, 2001). While there are idiosyncratic motives for undertaking
46 M&A-led growth strategies, there are also substantial economy-wide factors which cause
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waves of global M&A activity such as responses to globalization forces and increases in
49 competition, de-regulation and the associated economic reforms and liberalization,
50 block/regional economic integration (i.e. the EU). As such, target firm identification, has
51 become a great research interest area both to the business world and academia alike. The
52 three latest M&A waves (namely, M&As waves 5, 6, and 7) make the case in point:
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Page 3 of 31 Managerial Finance
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3 - Fifth Wave: 1993 – 2000
4 A wave known for its large transactions and overvaluation of firms. Transactions were
5 mostly friendly and financed by equity (Andrade, et al., 2001). It was empowered by cross-
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border transactions due to the strong economic conditions in the U.S, Europe and Emerging
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Markets. This wave ended with the burst of the internet bubble causing the market to crash
9 (Dieudonne, et al., 2014).
10 - Sixth Wave: 2003 – 2008
11 A wave known for producing less overvalued transactions, with the size of both acquirer and
12 target getting smaller. During this wave firms enjoyed more cash, with the excess liquidity
13 causing this wave (Alexandridis, et al., 2012), and having 75 percent of the transactions paid
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by cash (Gregoriou & Neuhauser, 2007). This wave ended with the 2008 credit crisis.
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16 - Seventh Wave: 2010 – Present
17 The wave which we are currently experience started gradually in 2010, and it coincided with
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18 the emergence of FinTechs. Since 2015, it has reached an all-time high of 2.9 trillion dollars
19 in value (Institute for Mergers, Acquisitions and Alliances, 2016). It is aso owed to the
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system-wide steps taken by central banks after the 2008 credit crisis, such as keeping near-
21 zero interest rate and the quantitative easing procedures which supplied equity and bonds
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markets with enough liquidity.
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With an increasing amount of M&As in the technology sector, it is crucial to identify targets
26 before announcement date, as this can be significantly beneficial for investors, target and
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27 acquiring firms. From that comes the motivation of a reliable takeover predication model.
28 Standard models have so far been relatively indeterminate in the past, and as a result have
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not had highly reliable estimations regarding the scale of an outcome or a conclusion on the
30 directional relationships of the variables (Betton et al., 2008; Routledge et al., 2013; Eckbo,
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2014;). Hence, we switch our approach to an altered empirical exploration model where this
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is also tested. We elaborate further on our motivation below where by implication we
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34 discuss our reasons for utilising NNs as opposed to the traditional regression techniques.
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36 Having introduced our study topic, we discuss the relevant empirical evidence on the
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37 characteristics of M&A deals in the US, valuation challenges and the technology sector in
38 section 2 that follows. In section 3 we discuss methodological issues where determinant
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variables and neural networks are compared with the traditional statistical techniques of
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41 discriminant analysis and logistic regression with regards to the identification of potential
42 takeover targets. Section 4 discusses our methodology and section 5 presents the results of
43 our analysis. The conclusions of the study are presented in section 6.
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45 1.1 Motivation Summary
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47 Financial time series have some characteristics that make them hard to reliably forecast,
48 especially when a traditional statistical method is employed. Such characteristics are as
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follows (Motiwalla and Wahab 2000; Thawornwong and Enke 2004; Versace et al. 2004):
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52 1. Non-stationarity of data, where due to different business and economic cycles, the
53 statistical properties of financial data change randomly over time, which also introduces:
54 2. Non-linearity of data, where the relationship between the financial and economical
55 independent variables and the desired dependent variable may not be linear. Intensified by:
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3. Noisiness through daily variations in financial time series.
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Managerial Finance Page 4 of 31
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3 On the other hand, NNs are more flexible and adaptable computing methods that provide
4 the ability to potentially capture the patterns among variables more effectively. Hence, the
5 use of NNs to forecast financial time series as an alternative is justified by some of the in-
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build qualities they posses. Such characteristics make them reasonably well suited for use in
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the financial forecasting domain (Hussain et al. 2007; Lin et al. 2006; Lam, 2004; Eakins and
9 Stansell, 2003):
10 1. Their nonlinearity. NNs can capture nonlinear relations between element (input or
11 independent variables) and response (output or dependent variables).
12 2. Their data driven nature. No prior explicit relational assumptions on the model are made
13 or modelled between inputs and outputs.
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3. Their generalizability. Once trained, NNs can produce relatable results even when the
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16 data structure has changed or when they are faced new input patterns.
17 4. Their assumption neutrality. Dissimilar to traditional statistical techniques, NNs do not
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18 employ pre-constructed assumptions on the input data distribution.
19 Yet, as with any forecasting tool, the robustness of a NN application outcome can equally be
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questioned. This is addressed in our results and discussion sections at the end of this
21 exposition.
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27 by Foreign Direct Investment (FDI) flows. In 1989 the FDI position in the U.S (FDIUS)
28 exceeded $400 billion (Harris & Ravenscraft, 1991), while in 2014 for example it totalled $2.4
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trillion with an average annual growth of 8.9 percent (Organization for International
30 Investment, 2016; Bureau of Economic Analysis, 2017). It is ranked as the world’s top market
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for 5 years consecutively (Laudicina & Peterson, 2017). Figure 1 illustrates M&As as the most
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exercised type of investment in the U.S in volume vs. expansions and new establishments.
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35 Figure 1: FDI in the United States by type 1994 – 2016, US Bureau of Economic Analysis
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55 *Due to government budget cuts the Bureau of Economic Analysis was not able to fully conduct a concluding survey from
2009 to 2013.
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Page 5 of 31 Managerial Finance
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3 Rossi & Volpin (2003) suggested the role of the legal system as a factor affecting cross-
4 borders M&A volume. The rationale being that countries with mature legal systems are
5 better able to cope with economic changes, absorb shocks and provide shareholder
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protection thus improving the liquidity of the market as a whole (Eden & Dobson, 2005;
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Beck, et al., 2003). Harris & Ravenscraft (1991) claim that FDIUS increases when the dollar is
9 weaker compared to the investor’s home currency. Servaes & Zenner (1994) also affirmed
10 that tax regulations have an impact on FDIUS indicating tax benefits for the investors. During
11 the period 2000-2016 the United States occupied the biggest share of worldwide M&A
12 activities. The highest percentage (50 percent) was taken by technology firms in 2000 due to
13 the tech bubble with an average of 37 percent throughout the same 17-year period
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(WilmerHale , 2017) as shown in figure 2 below; US firms represent on average 20% of
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16 global M&A as acquirers and 23% as targets by value (Ernst & Young, 2015).
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18 Figure 2: M&A Activity; Worldwide vs. US
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37 The technology sector experienced the largest M&A activity in the U.S, holding the highest
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number of transactions in the period between 2000 and 2016 which represented 19.9% of
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all U.S M&A transactions (Institute for Mergers, Acquisitions and Alliances, 2016). The high
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41 volume of M&A transactions in this sector is attributed to three main causes: (i) Financial
42 Strength: technology firms enjoying large amounts of cash with high stock prices enabled
43 them to make large acquisitions using cash or stocks. In 2016 technology firms held over
44 $773 billion in cash, accounting for 46% of total cash held by U.S non-financial firms of $1.68
45 trillion (Moody’s, 2016); (ii) Industry Trends: i.e. location-based services, digital
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entertainment, robotics and artificial intelligence, virtual reality, 3-D printing and blockchain.
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48 These areas have various applications, they are used by millions of users, and at the same
49 time they are rapidly evolving. Acquisitions are favoured by 41% of technology firms as the
50 path to growth and market share capture on one or more tech areas (Ernst & Young, 2016)1.
51 Hagedoorn and Duysters (2002) posit that technology firms in their quest for growth through
52 innovation prefer acquisitions instead of other alternatives such as strategic alliances;
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Based on a survey conducted by Ernst&Young in October 2016, including 255 respondents from technology
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firms, of which 51 percent were CEOs, CFOs and other C-level executives.
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3 (iii) Talent Acquisition: since 2011 the Big Five2 technology firms have added more than
4 418,000 jobs to the market with 76% of technology firms scouting and acquiring other firms
5 in order to secure talent amidst other industries that have lost jobs (Acker, et. al, 2017; Ernst
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& Young, 2016). The sector accounts for more than 8% of the total US economy. It represents
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about $1.3 trillion of value (CompTIA, 2017) and it employs more than 4% of all US
9 workforce (U.S. Bureau of Labor Statistics, 2016). The dot com bubble (1999 – 2000) was the
10 peak with 371 and 261 tech IPOs respectively, and in 1996 with 274 IPOs (Ritter, 2017). The
11 growth of IPOs during the 1990s was fuelled by venture capitalists excessively funding start-
12 ups as funding rose from $3 billion in 1990 to $60 billion in 1999 (Lowenstein, 2004);
13 furthermore, 57% of these tech firms going public were less than five years old and in some
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cases even less than two years old (Westenberg, 2009); institutional investors bought stocks
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16 with thin fundamentals as they purchased more than 63.6% of technology stocks between
17 1997 and 2000 (Griffin, et al., 2011). This was coupled with media coverage and narratives
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18 from investment bankers, analysts and journalists encouraging individual investors to further
19 invest in the technology sector (Teeter and Sandberg, 2016) making them hold the
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remaining 36.4% of technology stocks and continue to buy them while institutional investors
21 were rapidly selling them (Griffin, et al., 2011). As a result, the market was extremely
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overvalued when NASDAQ reached its highest level3 on March 2000. It lost more than 50%
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24 by value in October 2000 (Westenberg, 2000). Its growth has been substantial since the
25 1990s measured by the number of technology IPOs as indicated by figure 3 below.
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47 2.1 Valuation of Technology Firms
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49 In an M&A transaction it is as crucial for the acquirer to determine a fair value of synergies
50 for the target, as it is for the target to come to a value for itself. It is also important for the
51 shareholders of both firms to justify the acquisition price (Petitt & Ferris, 2013). The
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dynamics of the technology sector are characterized by rapidly evolving firms which operate
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55 Big Five: Microsoft, Alphabet, Amazon, Apple and Facebook.
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NASDAQ Composite Index (IXIC) level of 5,132 was the highest at the time of the tech bubble, it crossed the
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5,132 level in 2015 (NASDAQ, 2017).
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Page 7 of 31 Managerial Finance
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3 under high levels of uncertainty and risk (Lev & Zarowin, 1999). This, combined with the lack
4 of positive cash flows (Aydin , 2015) makes their valuation very challenging as also
5 demonstrated by Bakshi & Chenb (2005), where they demonstrate the potential for
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significant mispricing and departures from fair values. The complexity of valuing technology
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firms can be attributed to reasons such as:
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10 (i) Tech firms are often young ones, very dependent on innovation and require huge
11 amounts of upfront investments in intangible assets. Chandra et al. (2011) state:
12 “...this arises from the uncertain nature of long-run industry prospects as well as
13 competition among firms for market share through first-mover advantages,
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creation of entry barriers and establishment of property rights in new
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16 technology”(p.8) which leads to the second point;
17 (ii) The value of many firms in the technology sector usually comes from intangible
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18 assets. These assets however don’t always appear on the firm’s financial
19 statements due to the lack of accounting standards to accommodate such
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intangibles, such as innovation, customer satisfaction and human capital,
21 resulting in complexities when it comes to perform an equity valuation (Chan et.
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al, 2001);
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24 (iii) Tech firm value is directly dependent on growth; consequently most of the value
25 will originate from future customers or products not from current operations.
26 That makes it challenging for investors to measure firm’s beta (risk);
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27 (iv) The value of a technology is only known after it is commercialized to the market
28 (Park & Park, 2004).
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There are various methods to value firms; they are however categorized into three
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32 mainstream methods (Hodges, 2007). Table 1 below shows the pros and cons as listed by
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38 Discounted Estimating future cash flows is difficult at
39 Has firm theoretical basis; Easy to
Cash Flow best; Estimating interest rates in the future is
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3 DCFs as a method, boasts a huge limitation in that firms in the technology sector more often
4 than not either do not pay dividends (even in cases they pay dividends these are often very
5 volatile) or instead choose stock buybacks therefore using this method can undervalue the
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firm (Palepu, 2003). Any valuation method can be misleading as it does not for example
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incorporate intangibles, yet typically, acquisition premiums achieve more than 50 percent
9 above market value (DeAngelo, 1990). Also, multiple bidding offers can be significantly
10 different in terms of prices (Bradley, 1980). Even hedge funds in the U.S hire technology
11 consultants to provide expert insights about tech firms as they are hard to value from a
12 financial standalone perspective (Benou and Madura, 2005).
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3. Takeover Prediction Techniques
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17 Various researchers have studied the possibility of predicting acquisition targets through
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18 statistical aggregation and the associated distress signals (i.e. bankruptcy) using publicly
19 available information of firms and then applying different statistical models on them. It is
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important to mention that the methodologies used to predict bankruptcy and predict
21 takeover targets are very similar, (discriminant analysis (DA) and logistic regression)
22 therefore we shall consider both broad approaches below.
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25 3.1 Traditional Analytical Techniques
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27 Regression models: Ohlson (1980) utilised logistic regression analysis in order to examine
28 the relationship between binary or ordinal response probability and explanatory variables.
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He was the first to point out weaknesses in Altman’s (1968) model and highlighted the
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importance of using data from firms’ financial statements directly as they will indicate
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whether the firm filed for bankruptcy before or after releasing them which will help the
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33 researcher avoid the “back-casting” issue (i.e. applying the model to firm’s data after being
34 bankrupt). This model produced an accuracy prediction rate of 96 percent with a cut-off
35 point of 0.5.The binary logistic regression, a nonlinear model, is one of the predictions’
36 techniques where the dependent variable is a binary or dummy variable. Very few
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41 order to produce a probability of a firm to be acquired or not as well as what are the
42 characteristics that affected this probability. Dietrich & Sorensen (1984) used logistic
43 regression model to predict acquisition likelihood. Palepu (1986) used a binomial logit
44 probability model with 9 independent variables; his model suggested a good fit of success in
45 predicting a high number of targets. It however, predicted a high number of non-targets as
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targets, therefore, it was not sufficient to use this model to gain abnormal returns. Barnes
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48 (1990) used multiple discriminant models with 5 chosen industry-related ratios to increase
49 the predictability of his model. While the previous studies, as above, have shown prediction
50 power between 60 to 90 percent Palepu (1986) argued however that these findings are
51 overstated and suffer a biased estimate due to two main flaws in such methodologies: (i)
52 state-based sampling for model estimation and prediction testing; (ii) using predetermined,
53 arbitrary, optimal cut-off probability. Furthermore, Powell (1997) argued that the
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characteristics of hostile and friendly takeovers differ therefore using binomial models
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3 Cudd & Duggal (2000) in their study used Palepu’s factors (1986) but they added an industry
4 dispersion factor to account for different industries which improved the accuracy of the said
5 model. In addition, they also found that the dummy variable “industry disturbance” to be
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significant therefore indicating that a takeover in the same industry in the past 12 months
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will increase the probability of takeover for the remaining firms in that industry.
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10 Discriminant analysis (DA): allows the researcher to pair two or more firms (or groups of
11 firms) and compare their differences with respect to several variables simultaneously.
12 Depending on how variables behave (i.e. jointly or independently of one another) DA
13 models can be further applied into two sub-categories namely univariate or multivariate
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models; multivariate models (MDA) consider simultaneously an entire portfolio of
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16 characteristics common to the firms and their interaction; univariate models are limited to
17 only one characteristic at a time. As a technique, DA does very well provided that the
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18 variables in every group follow a multivariate normal distribution and the covariance
19 matrices for every group are equal. As early as 1971, Simkowitz and Monroe suggested that
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target firms tend to be usually smaller, with lower P/Es and dividend payout ratio and lower
21 equity growth. Most importantly, they further observed that non-financial characteristics
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appeared to be as important as financial. Their multivariate discriminant analysis (MDA) in-
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24 sample results predict 83% of the targets and 72% of the non-targets, while the holdout
25 results are slightly worse predicting 64% of the targets and 61% of the non-target.
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33 discriminant models (MDA) in bankruptcy predictions. In their study, the researchers utilised
34 the same ratios used by Altman (1968) and after executing both models their findings
35 suggest that neural networks seem to outperform MDA based on different holdout samples
36 with an accuracy level ranging from 77.78 to 81.48 percent. In another study, Tsai and Wu
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37 (2008) studied the effect of including multiple neural network classifiers in bankruptcy
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prediction and credit scoring where it was found that single neural network classifiers
outperformed multiple neural network classifiers in both credit scoring and bankruptcy
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41 prediction. Hongjiu et. al, (2007) used self-organized mapping with Hopfield neural network
42 to cluster data and their model showed accuracy predictions of 80.69 percent for targets
43 and 63.11 percent for non-targets. Their paper suggests also the importance of including
44 non-financial factors to improve the predictability power. Iturriaga and Sanz (2015) used
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multilayer perceptron (MLP) to predict bankruptcy of U.S banks with a 96 percent success
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49 The evidence regarding method and model fit is far from conclusive though. Coats and Fant
50 (1993) for example, confirmed that NN outperformed Multiple Discriminant Analyses (MDA)
51 in their sample 80 percent of the time. Numerous other studies have supported the use of
52 Neural networks (NN) in outperforming logistic regression (LR) in predicting bankruptcy (see
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for example, Tam and Kiang, 1992; Jo and Han, 1996; Maher and Sen, 1997; Fan &
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55 Palaniswami, 2000; Tseng & Hu, 2010). Branch et. al, (2008) utilised both NN and LR to
56 predict whether a takeover attempt will succeed or not with the authors concluding that
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3 ‘...neural network model outperforms logistic regression in predicting failed takeover
4 attempts and performs as well as logistic regression in predicting successful takeover
5 attempts’ (p. 1186). Salchenberger et. al, (1992) compared NN with LR to test healthy and
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failed thrift institutions and concluded that NN achieved higher accuracy. In all of the above
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studies a common results’ attribution emerges: NNs seem to possess a higher flexibility and
9 ability to address non-linearities. This echoes Zhang’s et. al (1999) statement that neural
10 networks can potentially be robust and can provide more reliable estimations when applied
11 on different samples only once the optimal architecture is found.
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13 On the other hand, Altman, et al. (1994) reported that both MDA and NN performed almost
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the same when trying to predict Italian firms suggesting that contextual and structural
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16 considerations as well as firm-characteristics’ variables are also important. Equally, Olson et
17 al. (2012) used Logistic Regression, Neural Networks, Support Vector Machines and Decision
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18 Trees to predict bankruptcy. They demonstrated that different data with different models
19 present different results. There is trade-off between model accuracy and transparency and
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transportability. In a sense, in order to increase model transportability (i.e. applying it to
21 new datasets and observations) the accuracy level will decrease. Table 2 below, by Barnes
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(1998), summarizes other research showing the prediction rates of various methods for
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3.3 Takeover Determinant Variables
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51 The main takeover relevant metrics/ratios that have been introduced by the financial
52 literature to identify a takeover target are discussed below.
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3 - Inefficient Management
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5 This hypothesis states that managers who fail to maximize their shareholders’ wealth and
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firm’s value shall be replaced in accordance with the market for corporate control theory.
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Therefore, incompetent management increases the probability of their firms to be taken
9 over (Jensen, 1986). Investors will seek to replace the management by purchasing a
10 controlling stake in the firm due to the share prices being below their true value, and target
11 managers will typically get replaced if the bid succeeds (Agrawal and Walkling, 1994). This
12 hypothesis can be measured by EBITDA margin ROE, ROCE, ROA and/or asset turnover.
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- Undervalued Firms
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17 This hypothesis suggests that firms with low market value compared to book value are
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18 targets since they represent a ‘cheap buy’ (Powell, 1997; Palepu, 1986). It utilises market to
19 book and price to earnings ratios where a bidder will bid for an overvalued firm if it was still
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less overvalued than the bidder (Dong, et. al, 2006).
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- Firm Size
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24 Firm size plays a significant role in takeover probability, the bigger the size the lower the
25 probability of it being taken over, (Palepu, 1986), which explains why usually bigger firms
26 acquire smaller ones (Levine and Aaronovitch, 1981). It has been shown that size is a
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27 significant factor (Powell, 1997) as measured by market capitalization and total assets.
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33 with low growth and high leverage are more likely to be classified as targets and measured
34 by debt to equity, current ratio and growth in revenues. While low liquidity does not single-
35 handedly affect the takeover likelihood, when coupled with growth and leverage it can have
36 a significant effect. (Palepu, 1986; Cremers et. al, 2008b)
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Table 3: Takeover Determinant Variables and Their Ratios
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Takeover Hypothesis Ratios
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41 - EBITDA Margin
42 - ROE
Inefficient Management
43 - ROCE
44 - ROA
45 - Asset Turnover
46 Undervalued Firms - Market to Book
47 - Price to Earnings
48 Firm Size - Market Capitalization
49 - Total Assets
50 Leverage - Debt to Equity
51 - Equity Multiplier
52 Current Ratio
Liquidity -
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- Net Working Capital
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Growth
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3 4. Sample, Methodology and Data
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5 Our study required three generic groups of data. M&A transactions records, number of
6 public firms in the technology sector from the year 2000 to 2016, and the relevant financial
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ratios for the same period. All sample data were gathered from Bloomberg. We define a
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9 technology firm as a type of business entity that focuses primarily on the manufacturing and
10 development of technology. This also includes the dissemination of information via high
11 tech companies. It also includes information technology (IT) companies as subsets of
12 technology companies as provided by the NAICS coding system where we placed several
13 restrictions and criteria for selecting our sample. We observe that the number of public
14 technology firms in the United States has been declining over the last 17 years as shown in
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figure 4. It is important also to mention that the decrease in public firms is not only affecting
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17 the technology sector, as it is affecting the whole U.S stock market. Since 1996 the number
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18 of public firms in the U.S has decreased by 50 percent, as a result of: (i) firms being delisted,
19 acquired or bankrupt; (ii) less Initial Public Offering (IPO) activities, where firms remain
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private due to available capital provided by Venture Capital and Private Equity firms
21 (Mauboussin, et al., 2017).
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Figure 4: The Decrease in Number of Public Technology Firms in the U.S from 2000 to 2016
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41 We pose certain sample restriction criteria for the purposes of our study. First, our study
42 period covers the last 17 years where M&A transactions announced between the year 2000
43 and 2016 are included; second, we eliminate private firms where the target is a publicly
44 traded company and having its domicile in the United States; third, we screen only
45 technology firm targets and exclude firms operating in irrelevant sectors where the target is
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classified as a technology company by their NAIC code; fourth, we exclude investments,
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48 joint ventures, spinoffs and buybacks; fifth, we include only M&As transactions that are pure
49 mergers or acquisitions where the acquirer owns more than 50% of the targets’ shares. The
50 total number of M&A transactions based on such criteria reached 966 transactions. Figure 5
51 illustrates the acquirers’ industries by number of deals. More than 80% of the M&As were
52 completed. Ninety-three percent were classified as friendly takeovers with 3% representing
53 hostile takeovers. The rest are classified as unsolicited/unsolicited-to-friendly. Technology
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firms were 53% of the acquirers’ transactions. Financial firms came in second at 19%.
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3 Figure 5: Acquirer Industry by Number of Deals
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21 Figure 6 below, shows the number and value of deals in the technology sector in the U.S.
22 The total dollar value of these transactions for our period of study reached $1.025 trillion.
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Most acquirers in our sample came from the United States with 88% and the remaining
24 came from Europe with 10%.
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Figure 6: M&A Activity in the Technology Sector in United States (2000 – 2016)
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4.1 Datasets
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48 Our study sample consists of two datasets, targets and non-targets. The target-group
49 dataset includes firms which got acquired or received a bid to be acquired within our study
50 period. The non-target group dataset includes firms which did not get acquired or received a
51 bid to be acquired during the same period. The number of firms in our target dataset
52 reached 846. Due to data pre-processing and omitted values this number was brought down
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to 415. We followed Palepu (1986) in choosing pre-determined ratios for the purposes of
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55 consistency and comparability but also in order to avoid the statistical overfitting issue (see
56 also further support in section 4.3.1 below).
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3 From this sample, 102 firms (24.5%) did not provide for a meaningful P/E ratio, and a further
4 87 firms (21%) did not have information on liquidity ratios. This further resulted in 189 firms
5 been dropped from the sample producing a final 226 usable observations. The non-target
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dataset reached 2,340 firms.
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9 4.2 Modelling
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11 We apply two distinct methods in order to account for the different predictive accuracy of
12 the two categories (target and non-target). A traditional statistical technique as well as a
13 machine learning, predictive analytics technique, the MLP, has been used to model M&A
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activity at the developed capital markets and to predict potential targets.
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17 4.2.1 Model 1: Multilayer Perceptron Model (MLP) Analysis Method
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19 Over the last decade, a renewed growing interest in neural networks as a tool for data
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analysis has been observed. To a certain extent, the attractiveness of artificial neural
21 networks vis-a-vis other statistical methods may have also been partially caused by human
22 issues that merit some mention: often there is a shortcoming of statisticians to clearly
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communicate their methodologies and algorithms to non-statisticians. A large amount of
25 the extant statistical knowledge raises a hurdle for potential investors of their methods.
26 Neural networks on the other hand, are in a mid-embryonic phase, meaning that the
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connected with each other through a weighted connection (Roiger, 2016), which can be
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greatly beneficial for complex non-linear relationships between variables (Hyndman &
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Athanasopoulos, 2013). ANN has been used in many industries such as telecommunications,
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33 industrials, banking, airlines and healthcare, and has been successfully showcased by
34 (Widrow et. al, 1994). An example/representation of this model is shown below in figure 7.
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36 Figure 7: Multilayer Perceptron Model
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55 layer to the hidden layer. In the hidden layer, a weight (Wn) will be generated for each input
56 node.
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3 For the first iteration it is a randomly generated number based on Gaussian distribution.
4 Then each input (Xn) will be multiplied by its weight (Wn) to produce a weighted input (XWn).
5 The summation of these weighted inputs goes into the activation function to produce an
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output between (0, 1). The output number gets transferred to the output layer, there they
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get multiplied again with another set of randomly generated weights to produce the final
9 output number between (0, 1). The model then compares the output number with the
10 target number and calculates the difference. It then adjusts the weights in order to decrease
11 the sum of margin errors (i.e. the cost function).
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13 Input Layer Variables
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16 This layer consists of pre-determined, industry related financial ratios derived and in line
17 with established financial literature. Table 4 shows the financial ratios used in this study
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18 which have been used by a number of influential research papers (Ohlson, 1980; Palepu,
19 1986; Powell & Yawson, 2007). EBITDA and ROA for most technology firms in our sample
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were non-existent hence had to be dropped as candidate variables as they would limit the
21 sample to less than 100 firms. The number of nodes in this layer simply equals the number
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of independent variables, in our case 6 for each instance.
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25 Table 4: Financial Ratios Used in our Study
26 Takeover Hypothesis Ratio
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35 Hidden layer
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37 This layer will receive the nodes sent from the input layer. It will generate a weight for each
38 connection between any node in input layer and any node in the hidden layer. Then it will
39 multiply each node with its weight as shown in equation 1 below:
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42 Equation 1: Summation of Weighted Inputs
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46 b : Bias node
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X1 : Financial ratio (Ex: ROE for the first instance)
49 W1 : Weight associated with X1 (Randomly generated number between 0 and 1)
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51 The net input function z, will go into a non-linear activation function (sigmoid function). It
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will act as a smooth thresholding function to determine the relationship between inputs and
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54 outputs. Our sigmoid function performs better for negative variables and classifiers (Zhang,
55 et al., 1998) based on equation 2 below.
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3 Equation 2: Sigmoid Activation Function
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With differentiation φ’ (z) = φ (z) (1- φ (z)), in updating the curve. The cost function used in
11 the study was sum of squared errors using an optimisation Gradient Decent method with
12 the following parameters: Initial Learning Rate = 0.4 and Momentum = 0.9. The Cost Function
13 C, given as:
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C = 1/n ∑ni=1(zi – φ (xi))2, with φ(xi) the output for xi.
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18 Output layer
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The output value will then be multiplied with its connection weights again and the final
21 value will go into the Output layer. Hidden layers adjust the weightings on those inputs until
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they reach the optimization stage that is, the error of the neural network is minimized. An
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24 interpretation of this is that the hidden layers extract salient features in the input data
25 which have predictive power with respect to the outputs. This is the discussed feature
26 extraction function and it is parallel to the function of statistical techniques such as principal
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27 component analysis. This layer consists of a binary node4; it will receive the value from the
28 hidden layer, indicating the dataset which the firm is predicted to be in. One indicates a
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target, zero indicates a non-target. The final output value will be compared with the
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desirable target value. This whole process is called Standard Forward Propagation. The final
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32 model architecture is shown in table 8 below:
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34 Figure 8: Model I Final Architecture
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5 Validation
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We used the cross-validation method that involves dividing the data records into three sets:
9 (i) Training data set: data records that are used to train the model; (ii) Testing data set:
10 records that are used to observe the error rate while training in order to further tweak the
11 model; (iii) Holdout data set: this set of records is used to assess the model’s final error rate
12 and performance. Validation is used to measure the performance and the generalization
13 ability of this model (Kaastra & Boyd, 1996). While there is no standardized rate of division
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in the literature some researchers (Hammerstrom, 1993) recommend using the 70/30 ratio.
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16 In our study, our data is randomly divided into three groups as follows: 70% for training;
17 20% for testing; and 10% as a holdout. We first clustered the data into years (Sample 1).
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18 Then it was clustered into target and non-target firms. Next, the records were randomly
19 sorted, and the analysis was performed on 3 sets:
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24 However, once this approach was finalised we discovered that this would potentially
25 create a considerable over-training issue because then the requirement would be to
26 repeat the steps above 17 times (17 years) with the same companies appearing on all
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• Sample 2:
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o 50/50: 50% of the training data consisted of non-target firms, and 50% target.
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33 Data itemization in our study could potentially suffer from unreliability owed to sample
34 limitations where the data available were not enough to train different networks on
35 different subsets of the data. Consistent with Srivastava et al. (2014), Dekel et al. (2010) and
36 Hinton & Salakhutdinov (2006), at this stage we only performed the training once in order
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37 not to fall into the over fitting and overtraining where the network would just memorise the
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outcome and not learn thus making it only usable in our specific data set. The data was fed
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to the network in at once but it used the data 10 times (learning epochs = 10) to update the
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41 weights. Following the above authors’ prior work on data size and data diversity
42 considerations we performed the experiment based on 3 trials and then took the average of
43 these trials as shown in the analysis.
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45 4.2.2 Model 2: Logistic Regression Model (LR)
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48 Logistic regression method was used as the nature of our study is to forecast takeover
49 targets. Therefore, the output is always binary (i.e. target, non-target) so it is important to
50 use a technique that can classify a data instance into two classes by predicting the
51 probability of an input being in a certain class. We convert the values of our independent
52 variable from a string format to a numerical format assignining the following codes: 0 = Non-
53 Target, 1 = Target. The logistic regression model starts with no predictive variables and only
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includes the intercept (constant) and measures the prediction power of this model using -2
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56 Log Likelihood.
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3 It then adds one predictive variable per step and calculates -2 log likelihoods again to
4 measure if the new variable improved the prediction accuracy for all predictive variables.
5 The model allows us to calculate the odds of an input (firm) to be acquired or not using
6 ( ) where, a is the intercept (constant), b is the predictive variable added in
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8 step i, and X is the independent variable (Acquisition Status, 0 or 1).
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10 Next, we convert the odds to probabilities using ( ). Based on the
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12 probabilities result for each input the model classifies them into target or non-target based
13 on a threshold (0.5), any input with a probability equals 0.5 or more will be classified as
14 target, anything less than that will be classified as non-target. Based on this classification,
15 the model produces a classification showing the number of cases correctly classified versus
16 incorrect classifications in order to produce an overall prediction accuracy.
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19 Predictive Variables
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21 The same inputs from Model 1 are utilised, therefore maintaining consistency in our
22 predictive variables (independent variables) namely, Return on Equity, Price to Earnings,
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Market Capitalization, Debt to Equity, Current Ratio, Rate of change of Annual Revenues.
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Our model is based on 3 traditional empirical formulae as proposed by Swaminathan and
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Rogers (1990) formulation of the logistic regression procedures where:
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34 Equation 4: Probability Using Odds
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39 Equation 5: Logistic Regression Equation
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45 Odds : Ratio of probability occurring divided by the probability of it not occurring
46 Pi : The probability of firm i being taken over
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β0 : The intercept
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49 Zi : The weighted sum of the predictive variables
50 βn : The coefficients for the financial ratio Xn
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3 5. Results and Findings
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5 Model I: MLP
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The results of our sample include a total number 226 technology firms, 50 percent target
9 firms and 50 percent non-target firms. Table 5 shows the prediction percentages for
10 training, testing and holdout datasets based on three trials. As the table shows 70% of the
11 data is reserved for training, 20% for testing and the final 10% for our final holdout sample.
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13 Table 5: 50/50 Sample Cases Summary – Model I
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Case Processing Summary
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17 N Percent
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19 Sample Training 157 69.45%
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21 Testing 46 20.35%
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Holdout 23 10.20%
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25 Valid 226 100.0%
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27 Excluded 0
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Total 226
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33 We apply a standard feedforward propagation neural network with a single hidden layer in
34 our sample in order to identify potential takeover targets (and hence for example, the
35 possibility to yield positive abnormal returns from investing in these targets stocks).
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37 Below, table 6 summarizes the results of our analysis where the predictive ability of the
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model is tested. The variables applied to the neural network models are the return on
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equity, price to earnings ratio, market capitalization, debt-to-equity, current ratio, and rate
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41 of change of annual revenues and by default, industry. Overall the results are promising
42 compared to the standard binary regression technique. Our sample had an out-of-sample
43 overall average prediction accuracy of 71.4 percent, with an average of 28.6 percent of
44 incorrect predictions.
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3 Table 6: Model 1, 50/50 Sample Cases Results
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5 Trial 1 Trial 2 Trial 3
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7 Training
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9 Non-Target 86.1 71.6 58.3
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11 Target 40.5 49.4 61.9
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13 Overall 61.5 61.1 60.1
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Testing
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Non-Target 72.0 52.9 60.9
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22 Overall 52.2 57.5 56.8
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26 Non-Target 87.5 87.5 50.0
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28 Target 25.0 54.5 87.5
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The attempt rate (i.e. trials) at 3 trials showed improvement in our holdout sample for
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35 correctly identifying the target companies with a 87.5% accuracy prediction rate. Yet it has
36 to be recognised that it also correctly identified non-targets only 50% of the time giving an
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37 overall prediction accuracy rate of 71.4% at trial three. Our neural network model attempts
38 to provide a tool that can adaptively sift through noise and identify patterns in complicated
39 financial relationships where non-linearity might pose problems. Using 6 inputs considered
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40 to be the most relevant, and having only 4 hidden nodes our sample gets around the issue
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of having a relatively small dataset. Adaptability also lies in the recognition of not adding too
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43 many nodes which could lead to mode overfitting.
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45 Our results support that such an approach can potentially provide meaningful explanation
46 regarding dependent and independent variables compared to a traditional regression
47 model. We turn to this below in tables 7 and 8.
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3 Table 7: Model 2: Regression: 50/50 Sample Cases Summary
4 Unweighted Cases N Percent
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6 Selected Cases: Included in Analysis 226 100
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8 Missing Cases 0 .0
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10 Total 226 100
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12 Unselected Cases 0 .0
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14 Total 226 100
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17 Table 8: 3-Step Classification Tablea - Model II
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25 Step 1 Acquisition Status Non-Target 59 54 52.2
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Overall Percentage 59.7
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38 Step 3 Acquisition Status Non-Target 65 48 57.5
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Target 38 75 66.4
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42 Overall Percentage 61.9
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44 a. The cut value is .500
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46 Table 8 above, illustrates the three steps taken by our regression model when adding new
47 predictive variables to the model and the accuracy of correct predictions on each step. The
48 model was able to increase the accuracy with each step, albeit marginally, reaching an
49 overall accuracy of 61.9%. This model correctly identified the target companies with a 66.4%
50 accuracy prediction rate and it also correctly identified non-targets only 57.5% of the time.
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Comparatively, the first model achieves a higher accuracy overall over model 2 providing
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3 It has to be said though that, the Training, Testing, and Holdout results differ from each
4 other in each of the 3 trials for the 50/50 samples. We suggest that it is due to the random
5 number generator where the network starts with a random initial numbers to start with and
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then keeps updating the weights accordingly; this is important in order to create a global
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optimum solution. In the first instance we actually had an average 6% change from one step
9 to the next but a variability of 16.5% in-between the steps. Compared to the second model
10 the step difference is 1% with a variability of 14.5% in-between the steps. The observations
11 drawn are: (i) the regression model is static throughout the sample and trials whereas the
12 NN model shows evolution and adaptability, (ii) there are large swings in variable values
13 where for example, the RoE, D/E and liquidity swing wildly – deep in negative and high up in
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positive territory - from year to year, and (iii) the number of observations is relatively
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16 limited where the holdout sample is strictly anecdotal data since it covers only a limited
17 number of observations, hence the expressive power of the network is potentially not
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18 enough to capture the target function. One alternative would be to add more layers or more
19 hidden units in fully connected layers. So while it’s helpful to test different methods, and
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provide for greater accuracy, it does not by itself, conclusively determine which method is
21 best owed to data limitations. In addition, an examination of the variables also provides
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some interesting insights.
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25 Table 9 below shows the importance of each variable fed into the model in terms of
26 characterising its output. While the variable importance analysis below shows the input
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27 effects on the output it can be also clearly seen that the 3 variables mentioned above
28 account for over 80% of the effects on output.
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Table 9. Variable Importance Analysis
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51 The variable importance analysis showed a great importance for ROE, D/E ratio and
52 liquidity. These are consistent with the inefficient management, leverage and liquidity
53 takeover hypotheses but the direction of the relationship between the independent and
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dependent variables is not clear. It is also these 3 variables that showed the greatest
56 volatility throughout our sample period.
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3 6. Conclusions and limitations
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5 This paper examines the use of a neural network method for pricing mergers. With over
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50% of mergers failing, it is critical for acquiring firms to identify the characteristics of a
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target prior to a merger that will provide synergies once the merger is complete. The neural
9 network model presented in this paper simplistic as it may be at this stage, shows overall
10 improvements on the accuracy of predicting merger targets over linear regression results.
11 ANN has outperformed logistic models in both senses of discrimination and calibration,
12 although from the arbitrary standpoint of accuracy (cutoff point 0.5), logistic models can be
13 superior to ANN models. The fact is that in some applications neural networks fit better
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than other models such as linear regression and this usually occurs when there are
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16 nonlinearities involved though it is important to evaluate other aspects. For example: a
17 linear regression model will have less parameters to estimate compared to a NN for the
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18 same set of input variables. Hence, a NN will require a larger dataset for its calibration and
19 subsequent optimization in order to get the required benefit of generalization, applicability
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and nonlinear mapping. In the absence of critically enough data, despite existing
21 nonlinearities involved, a linear regression model may indeed be better calibrated.
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24 Improvements as per the accuracy of target prediction can translate into significant savings
25 in offering prices for target companies. Reliable predictions can improve the quality of
26 decisions and business strategy in target determination and fair price decisions. Neural
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dynamic analysis is eventually involved new and more inputs can be loaded onto the model
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with less resource devotion. Having said that, it is also important to identify that neural
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32 network methods do not provide for a fuller analysis of significance for each of the
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37 input. It could also further show how the algorithm self learns from multiple levels of
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representations that correspond to different levels of abstraction (i.e. the levels form the
hierarchy of concepts above). The quantity of data at our disposal though is relatively limited
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41 for more hidden layers to be involved in terms of describing potential causal connections
42 between input and output. The transfer function is the calculated derivative sigmoid
43 function utilized; we see this as important when calculating the weight updates in the
44 network based on the amount of data and the computational load of our simulation. Lastly,
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while the extra layers could potentially help in learning features indeed the authors felt that
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47 with such a sample introducing LeRu we may also run the risk of naively training a ‘deeper’
48 neural network. As argued above, the possibility of added layers of abstraction could also
49 show rare dependencies modelling in the training data.
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51 It could arguably have been also interesting to investigate how model performance is
52 influenced by using different activation functions (for example utilising the so called ReLU
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method – the Rectified Linear Unit - instead of Sigmoid,) or also involve in the analysis a
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55 higher number of hidden nodes. This is another area for research where traditionally,
56 machine learning evaluation works best in producing an extrapolative model. The trade-off
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3 though, of creating a flexible, nonparametric predictive model on the other hand, is that
4 causal interpretations can potentially be lost. Equally, linear regression is a relatively
5 inflexible approach yet it is less complicated in its interpretation. Flexible constructs avoid
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the assumptions of a particular functional form for a model, but they also require a larger
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number of observations and are more complicated and challenging to interpret. In addition,
9 it can also be supported that NNs with different initializations produce different signals for a
10 certain feature. As seen above, our NN with a certain initialization produced better signals in
11 some cases and incorrect signals in some other.
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13 Our results are also consistent with 20 years of research and some seminal papers that date
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as back as the 90s until today (see for example, Sen and Gibbs, 1994; Sinha and Richardson,
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16 1998; Fescioglu-Unver and Tanyeri, 2013; Spangler et al., 2015; Tkáč, and Verner, 2016).
17 Such studies indicate that although neural networks map the data satisfactorily, it is still
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18 questionable whether they predict merger targets significantly better than logistic
19 regression. This strongly suggests that the financial models used to predict mergers are
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relatively inadequate. Firms should approach the development of merger prediction models
21 cautiously and identify other factors that are more likely to predict mergers. Neural
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networks give the best overall results for the largest multiple classification cases. There is
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24 substantial room for improvement in overall performance for all techniques. The results
25 indicate that data mining methods and data proportions and characteristics have a
26 significant impact on classification accuracy. Zhu et al. (2001) for example, state that within
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27 data mining methods, rough sets provide better accuracy, followed by neural networks and
28 inductive learning.
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The generalization breadth of this study is limited within a specific sector (technology) in a
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specific country (United States) covering a specific period (2000–2016). One of the most
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33 important limitations was data collection, as we had to omit approximately 50 percent of the
34 initial sample due to unavailable data on firms and their financial ratios. The takeover
35 determinants were chosen from previous studies done by other researchers that showed
36 statistical significance; this may affect the results of this analysis as the sample size, sector
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37 and study period are different. Further research can be done to extend this model and
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maybe improve the accuracy of it by including for example: (i) Technology Firms’ Specific
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Ratios, this will allow the model to study technology firms not just from a financial but from
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41 an operational perspective too; (ii) Social Profiling, Social Media and softer Social variables
42 not captured or modelled by standardised techniques, where these can be leveraged in
43 order to discover opportunities or create maps for those interested audiences (Beese, 2015).
44 Monitoring social media impression of the firm or its management might give an indication
45 of its takeover probability.5
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48 Old may be, but this echoes also Kuo and Reitsch’s (1995) early research in the managerial
49 forecasting problem; many managers value the ‘softer’ features of neural nets, particularly
50 when standard regression models tend to emphasize the causal interpretations (more the
51 why) of the problem and not the solution.
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55 5
Similar research has been done in this field by Xiang et al. (2012). A Supervised Approach to Predict Company
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Acquisition with Factual and Topic Features Using Profiles and News Articles on TechCrunch. in ICWSM.
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