Hostname: page-component-f554764f5-rvxtl Total loading time: 0 Render date: 2025-04-22T02:07:50.952Z Has data issue: false hasContentIssue false

Stealth Mergers and Investment Outcomes

Published online by Cambridge University Press:  08 April 2025

Rajesh K. Aggarwal*
Affiliation:
Northeastern University D’Amore-McKim School of Business
Mufaddal Baxamusa
Affiliation:
University of St Thomas, Opus College of Business [email protected]
*
[email protected] (corresponding author)
Rights & Permissions [Opens in a new window]

Abstract

Core share and HTML view are not available for this content. However, as you have access to this content, a full PDF is available via the ‘Save PDF’ action button.

“Stealth mergers” are not reported to the government because they fall below the required size threshold. We study stealth mergers involving public targets for which manipulation of transaction sizes is unlikely. These stealth mergers result in less R&D spending, patenting, and capital expenditures, and in lower value patents for both acquiring firms and their competitors relative to non-stealth mergers. Industry concentration increases, and product market competition decreases for stealth acquirers. Stealth acquirers and their competitors earn higher cumulative abnormal returns relative to non-stealth mergers. Our results suggest more government scrutiny is warranted for stealth mergers.

Type
Research Article
Creative Commons
Creative Common License - CCCreative Common License - BY
This is an Open Access article, distributed under the terms of the Creative Commons Attribution licence (http://creativecommons.org/licenses/by/4.0), which permits unrestricted re-use, distribution and reproduction, provided the original article is properly cited.
Copyright
© The Author(s), 2025. Published by Cambridge University Press on behalf of the Michael G. Foster School of Business, University of Washington

Footnotes

We thank Mara Faccio (the editor), the referee, German Gutierrez (discussant), Gordon Phillips, Jerry Hoberg, Simcha Barkai and the seminar audiences at the 2023 American Finance Association Annual Meeting, Northeastern University, Boston College, and the Virtual Finance Conference hosted by the Finance, Organizations and Markets Group at Dartmouth College for helpful comments. Any views expressed are those of the authors and not those of the U.S. Census Bureau. The Census Bureau’s Disclosure Review Board and Disclosure Avoidance Officers have reviewed this information product for unauthorized disclosure of confidential information and have approved the disclosure avoidance practices applied to this release. All errors are our own.

Funding: This research was performed at a Federal Statistical Research Data Center under FSRDC Project Number 2565 (CBDRB-FY22-P2565-R9892).

References

Ahern, K.Bargaining Power and Industry Dependence in Mergers.” Journal of Financial Economics, 103 (2012), 530550.CrossRefGoogle Scholar
Barrios, J. M., and Wollmann, T. G.. “A New Era of Midnight Mergers: Antitrust Risk and Investor Disclosures.American Economic Journal: Microeconomics, 16 (2024), 77111.Google Scholar
Bhattacharya, S., and Nain, A.. “Horizontal Acquisitions and Buying Power: A Product Market Analysis.” Journal of Financial Economics, 9 (2011), 97115.Google Scholar
Cunningham, C.; Ederer, F.; and Ma, S.. “Killer Acquisitions.” Journal of Political Economy, 129 (2021), 649702.CrossRefGoogle Scholar
Eckbo, B. E.Horizontal Mergers, Collusion, and Stockholder Wealth.” Journal of Financial Economics, 11 (1983), 241–73.CrossRefGoogle Scholar
Grullon, G.; Larkin, Y.; and Michaely, R.. “Are US Industries Becoming More Concentrated?Review of Finance, 23 (2019), 697743.Google Scholar
Gutierrez, G. and Philippon, T.. “Investmentless Growth: An Empirical Investigation.” Brookings Papers on Economic Activity, 48 (2017), 89190.CrossRefGoogle Scholar
Hoberg, G., and Phillips, G.. “Product Market Synergies and Competition in Mergers and Acquisitions: A Text-Based Analysis.” Review of Financial Studies, 23 (2010), 37733811.CrossRefGoogle Scholar
Hoberg, G., and Phillips, G.. “Text-Based Network Industries and Endogenous Product Differentiation.” Journal of Political Economy, 124 (2016), 14231465.CrossRefGoogle Scholar
Hoberg, G.; Phillips, G.; and Prabhala, N.. “Product Market Threats, Payouts, and Financial Flexibility.” Journal of Finance, 69 (2014), 293324.CrossRefGoogle Scholar
Howell, A. G.Why Premerger Review Needed Reform - And Still Does.” William & Mary Law Review, 43 (2002), 1703, https://scholarship.law.wm.edu/wmlr/vol43/iss4/14Google Scholar
Imbens, G., and Lemieux, T.. “Regression Discontinuity Designs: A Guide to Practice.” Journal of Econometrics, 142 (2008), 615635.CrossRefGoogle Scholar
Kamepalli, S. K.; Rajan, R.; And Zingales, L.. “Kill Zone.” NBER Working Paper No. 27146 (2020).CrossRefGoogle Scholar
Kepler, J. D.; Naiker, V.; and Stewart, C. R.. “Stealth Acquisitions and Product Market Competition.” Journal of Finance, 78 (2023), 28372900.CrossRefGoogle Scholar
Kim, E., and Singal, V.. “Mergers and Market Power: Evidence from the Airline Industry.” American Economic Review, 83 (1993), 549569.Google Scholar
Kogan, L.; Papanikolaou, D.; Seru, A.; and Stoffman, N.. “Technological Innovation, Resource Allocation, and Growth.” Quarterly Journal of Economics, 132 (2017), 665712.CrossRefGoogle Scholar
McCrary, J.Manipulation of the Running Variable in the Regression Discontinuity Design: A Density Test.” Journal of Econometrics, 1242 (2008), 698714.Google Scholar
Prager, R., and Hannan, T.. “Do Substantial Horizontal Mergers Generate Significant Price Effects? Evidence from the Banking Industry.” Journal of Industrial Economics, 46 (1998), 433452.CrossRefGoogle Scholar
Shahrur, H.Industry Structure and Horizontal Takeovers: Analysis of Wealth Effects of Rivals, Suppliers, and Corporate Customers.” Journal of Financial Economics, 76 (2005), 6198.Google Scholar
Wollmann, T. G.Stealth Consolidation: Evidence from an Amendment to the Hart-Scott-Rodino Act.” American Economic Review: Insights, 1 (2019), 7794.Google Scholar
Wollmann, T. G. “How to Get Away with Merger: Stealth Consolidation and Its Real Effects on US Healthcare.” NBER Working Paper No. 27274 (2021).CrossRefGoogle Scholar
Supplementary material: File

Aggarwal and Baxamusa supplementary material

Aggarwal and Baxamusa supplementary material
Download Aggarwal and Baxamusa supplementary material(File)
File 2.4 MB