关键词: 企业并购, 信息不对称, 并购时机, 业绩补偿承诺, 实物期权

Abstract:

The continuing advancement of economic globalization makes firms face a more complex external environment. Considering this background， the decision-makers of mergers and acquisitions （M&As） should be more judicious in launching M&A initiations. The decision-makers must compare the advantages and disadvantages of the initiations at various points in time when determining the merger timing. Moreover， there is information asymmetry between the two parties to a merger； a merged firm typically has access to more information about the transaction than a merging firm， allowing the merged firm to gain excess returns by taking advantage of the asymmetric information. Therefore， the merging firms may adopt tactics to mitigate the impacts of information asymmetry. In China， a common tactic to reduce information asymmetry between the two sides is to sign a performance compensation commitment. Performance compensation commitments might motivate the management of the merged firm and help improve its performance after the merger； however， performance compensation commitments may also have negative consequences such as excessive premiums and short-sighted actions. Therefore， it is essential to develop performance compensation commitments reasonably and rationally. Taking account of the impacts of performance compensation commitments， merger timing is analyzing using a real options game under information asymmetry.In the real options game model constructed in this paper， the cash flows of the merged firm are assumed to obey a geometric Brownian motion. The initial level of cash flows of the merged firm and the evolution of cash flows are public information. However， the cost of the merged firm in the integration phase is private information. The merging firm does not know exactly the cost of the merged firm in the integration phase but only its probability distribution. To reduce the impacts of information asymmetry， the merging firm offers alternative M&A proposals that may be accompanied by performance compensation commitment agreements， and the merged firm is free to choose. By analyzing the game equilibrium， the following conclusion is obtained： first， there is an optimal range of the penalty in the performance compensation commitment； second， under the asymmetric information， the merging firm only needs to make the performance compensation commitment agreement with the high-cost-type merged firm； third， only the optimal timing of high-cost-type is distorted by the information asymmetry， and it is also affected by the performance compensation commitment； fourth， with the increase of penalty and the decrease of the cost difference between the two types of the merged firms， the timing of the high-cost-type merger is moved forward and the distortion of the profits of the merging firm is reduced.It contributes to the literature in two ways.　First， performance compensation commitments and merger timing decisions are incorporated into a unified analytical framework， which complements the existing factors influencing merger timing. Second， the existing research about merger timing is expanded by considering the impacts of information asymmetry.

Key words: mergers and acquisitions, information asymmetry, timing, performance compensation commitment, real options