Macroeconomic factors affecting merger and acquisition activity in Viet Nam

61 © Học viện Ngân hàng ISSN 1859 - 011X Tạp chí Khoa học & Đào tạo Ngân hàng Số 214- Tháng 3. 2020 Macroeconomic factors affecting merger and acquisition activity in Vietnam Quyet Nguyen University of Finance– Marketing Ngày nhận: 03/06/2019 Ngày nhận bản sửa: 03/06/2019 Ngày duyệt đăng: 21/10/2019 The purpose of this article is to analyze the macroeconomic factors influencing M&A activity in the Vietnamese market, analyzing both short- run and long-term. The theoretical foundation is analyzed and synthesized from previous studies. Quantitative research methods and vector error correction model were employed to analyze time series data. The results of the study indicate that, in the long run, M&A activity is affected by money supply, political risk and economic growth. In the short term, the factors that have impact on M&A is tax burden, institutional and regulatory factors. Keywords: Merger and acquisition activity, vector error correction model, political risk, institutional and regulatory factors. Những yếu tố vĩ mô ảnh hưởng đến hoạt động sáp nhập và mua lại tại Việt Nam Mục đích của bài viết này là phân tích những yếu tố vĩ mô ảnh hưởng đến hoạt động sáp nhập và mua lại (M&A) trên thị trường Việt Nam, phân tích đánh giá trên cả hai góc độ ngắn hạn và dài hạn. Cơ sở lý thuyết được phân tích và tổng hợp từ những nghiên cứu trước. Nghiên cứu sử dụng phương pháp phân tích định lượng và mô hình hồi quy hiệu chỉnh sai số được ứng dụng để phân tích dữ liệu chuỗi thời gian. Kết quả nghiên cứu chỉ ra rằng, trong dài hạn, hoạt động M&A bị ảnh hưởng bởi yếu tố cung tiền, sự ổn định chính trị và tăng trưởng GDP. Trong ngắn hạn, yếu tố tác động tới M&A là gánh nặng thuế, thể chế và luật pháp. Từ khóa: Hoạt động sáp nhập và mua lại, mô hình hiệu chỉnh sai số, rủi ro chính trị, thể chế và luật pháp. Nguyễn Quyết Email: nguyenquyetk16@gmail.com Đại học Tài chính- Marketing 1. Introduction Although M&A activity in the world has been quite bustling and so long. In the Vietnamese market, this trend has just started about two decades ago. Historical data illustrate that very few M&A deals are recorded during this period. Indeed, from 1986 to 1995, this phenomenon was the early stage of M&A activity in Vietnam, as the legal framework for this activity was not available or sufficient. From 1996 to 2005, the M&A trend in Vietnam had just developed with the small size of value as well as the number Macroeconomic factors affecting merger and acquisition activity in Vietnam 62 Tạp chí Khoa học & Đào tạo Ngân hàng- Số 214- Tháng 3. 2020 of transactions, particularly two deals reaching 6.8 (billion USD) at the lowest and 39 transactions reaching 123.5 (billion USD) at the highest. Also, the wave of rural banks being merged into the urban banks due to the arrangement of state management agencies. The period from 2006-2013, this activity is considered as a milestone when the Vietnamese market welcomes a strong and vibrant M&A trend. The main reason is that laws are enacted such as Competition law, Enterprises law, Investment law, Securities law which have created a legal framework for the sale and transfer of contributed capital. In addition, data from the IMAA (2018) shows that there are 47 sales in 2006, reaching 587.3 billion USD, 19 transactions higher than 2005 (67.8%), worth $ 520.5 billion (779.18%). These numbers are gradually increasing and reaching $ 4,177.8 billion at the highest in 2012 with 363 deals. It shows the recovery of M&A after a decline of more than 50% in value in 2013 from 2014 to 2017. The reason is that during this period the legal and institutional framework continued to improve in order to attract potential foreign investors to invest in local businesses. Moreover, M&A activity is mainly from the participation of foreign corporations, accounting for over 81% and retailing is leading in M&A deals in this stage. Especially, the TCC Group buys Metro Vietnam’s supermarket system at $879 million, AEON buys Fivemart and City Mark, and ThaiBev buys Sabeco. In general, the trend of M&A activities in Vietnam is growing unevenly, with periods of significant decline. Which factors cause this situation and their impacts on the market will be addressed and be discussed in more depth. The purpose of this article is to examine the macroeconomic factors affecting M&A activity in Vietnamese market by a quantitative method, analyzed by the vector error correction model (VECM). Based on this research, the research suggests a number of policies with the expectation of promoting M&A activity in Vietnamese maket. 2. Review of related literature Figure 1: Value and number of transactions in Vietnam from 1996 to 2018 Source: Thomson Financial, Institute of Mergers, Acquisitions and Alliances (IMAA, 2018) NGUYỄN QUYẾT 63Số 214- Tháng 3. 2020- Tạp chí Khoa học & Đào tạo Ngân hàng So far, many studies on this topic have shown the complexity and diversity of the factors that affect M&A activity, depending on the space, time and subject of the study. Two major theories have been frequently cited and are now widely accepted as possible motives for M&As. First, the synergy theory, one of the most dominant M&A theories, has been proposed by Coase (1937). Second, The model of Jensen (1986) concludes that free cash flow is a source of value- reducing decisions, such as mergers and acquisitions. Referring to empirical, according to Hitt et al. (2006), M&A activity is influenced simultaneously by factors such as the legal system, economic development efficiency, political environment, culture and geographical distance. On this topic, Scott and Whitaker (2016) classify factors that affect M&A activity into four groups of varying degrees. Group 1: Factors of financial market, economic growth. Group 2: Governance, institutional and regulatory factors. Group 3: Organizational structure of the sector and policy. Group 4: Education and training, corporate culture and national culture. In this study, the factors are summarized and classified as follows: 2.1. Institutional and legal factors Institution is a set of formal and informal rules that regulate human behaviors. These rules include the laws, regulations and systems for enforcing regulations (Roumeen, 2002). The basic characteristic of the law is the modeling of social relationships, including economic relations. Thus, the law may protect, prohibit or encourage the economic relations of each country to adapt to each historical period (Bittlingmayer & Hazlett, 2000). A good legal system means that it does well in protecting intellectual property rights and respects copyright law and property rights of investors (Jory and Ngo, 2011). Furthermore, Dikova, Rao Sahib and Witteloostuijn (2010) argue that a poorly regulated country will have a negative impact on foreign investment, including M&A activity. Similarly, Alfaro et al. (2008) also argues that institutional quality is one of the most plausible reasons for explaining the paradox of why capital flows do not pour from rich countries to poor countries. 2.2. Economic and financial factors M&A activity is a complex process that depends on many factors in the economic system, financial markets and especially capital markets (Weston, 1953). It depends on the size of the economy (Boateng et al., 2011; Nakamura, 2004). In addition, stock market capitalization is considered an important factor reflecting the size of the financial market and has a significant impact on M&A activity. Nelson (1959) reviewed the change in M &A activity in the US market during the period 1895- 1920 and showed a positive correlation between changes in M&A activities and stock prices. Similarly, Melicher, Ledolter and D’Antonio (1983) suggest that rising stock prices show the prospect of future economic growth leading to increased M&A activity. In support of this view, Benzing (1991) and Evenett (2003) affirm that there is a relationship between stock market and M&A activity. 2.3. Political risk factor Political risk is the risk by which the Macroeconomic factors affecting merger and acquisition activity in Vietnam 64 Tạp chí Khoa học & Đào tạo Ngân hàng- Số 214- Tháng 3. 2020 actions of governments can reduce the cash flow that investors expect from their investments. In general, this is not simply a mismanagement of the economy which makes increasing inflation and damages the real value of investments. This result can lead to social unrest which will cause companies to go bankrupt and hurt corporate stocks and bonds (Buttonwood, 2017). Delios and Henisz (2000) and Kobrin (1979) show that investors tend not to participate in or withdraw capitals from countries with high political risk. However, it is not entirely the case that in emerging economies there is a high political risk but they still attract large numbers of foreign investors involved in M&A activities. In this case, Casson and Lopes, (2013) and Peng et al. (2008) argue that investors wishing to pursue profitability and expectation will have the opportunity to expand rapidly, even if these markets are at risk. 2.4. Tax factor Taxation is a powerful tool used by governments to regulate macroeconomics and social life. The main aim of tax is to mobilize revenues for the state budget and ensure equality between economic sectors and social justice. However, for investors, a tax burden is one of the barriers to investment decisions. Ang (2008) argues that international capital flows are directly influenced by the host country’s tax policy, as increased corporate taxes lead to less attractive investment. In this regard, Huizinga and Voget (2009) analyze the impact of taxation on the number of M&A deals in European countries, Japan and the United States during 1985-2004. They found that if the higher taxing country resulted in less attractiveness to market participants and smaller scope for conducting M&A transactions. On this topic, Martin et al. (2012), Chow et al. (2013) and Col. (2012) confirm that there is a strong link between taxation and M&A activity. 3. Research methodology 3.1. Data gathering procedures Research variables are defined as follows: Dependent variable (denoted ma) is the M&A value of Vietnam from 1996 to 2018 (time series data). Independent variables are selected on the theoretical foundations and inheritance of the results of previous studies, including five variables measuring macroeconomic factors such as economic and financial factors, institutional and legal factors, political risk factor, tax burden. The property rights index (value from 0 to Table 1. Independent variables Factors Variables Symbol Expected signs 1 Economics/Finance Economic growth gdp Real GDP growth rate (%) (+) Money supply m2 Deep financial market (%) (-) 2 Institution/legality Property rights index pr Value from 0 to 100 (+) 3 Political risk Polcon index pol Value from 0 to 1 (+) 4 Tax Tax burden index tax Value from 0 to 100 (-) Source: Author’s summary NGUYỄN QUYẾT 65Số 214- Tháng 3. 2020- Tạp chí Khoa học & Đào tạo Ngân hàng 100) is employed to measure the quality of institutions and law. Similarly, the POLCON index (Political Constraints Index, Henisz, 2000) is used to represent political risk (value from 0 to 1). Identically, the tax burden index is spoken on behalf of the government’s tax burden on the business (Index of economic freedom, 2018). 3.2. Empirical model To learning about a potential long-run and short run behavior between two series, the concept of cointegration will be analyzed with Vector Error Correction Model (VECM). If the variables xt-i and yt-i are integrated of order 1 and there is a linear combination, represented by the equation (Johansen, S., 1988; Johansen, S., Juselius, K., 1990). Δyt = β0 + βiΔyt-i + βjΔxt-i +λECTy.t-i + uy.t Δxt = α0 + αiΔyt-i + αjΔxt-i + γECTx.t-i + ux.t Where β0, βi, βj, α0, αi, αj are the model coefficients; Δxt-i, Δyt-i indicate the first variables differences to be tested, lagged by i periods; λ, γ is the long-term adjustment coefficient; uy.t and ux.t are the terms of random error; ECTt-i is, the long- term equilibrium of the deviation between Δxt-i and Δyt-i lagged in i periods. 4. Results and discussion 4.1. Descriptive statistics The mainly aim of descriptive statistics which provide a historical background for the behavior of our data. All series are converted into natural logarithms for estimation purposes. Table 2 summarizes the basic statistical features of the data under consideration including the mean, the minimum and maximum values, standard deviation, kurtosis, skewness. The results illustrate in the Table 2 indicate that the variables are collected over a 23-year period, all of which have shape of normal distribution (Statistical Jarque-Bera is greater than 5%). The gdp and pr variables have the right-handed distribution (because the skewness Table 2. Descriptive statistics results ma gdp m2 pr pol tax Mean 6.123516 1.863085 4.057863 2.562428 -3.331043 4.185035 Median 7.028822 1.859418 4.204693 2.302585 -2.267073 4.308111 Maximum 9.032839 2.234306 4.866765 3.906005 -1.780811 4.378270 Minimum 1.916923 1.497388 3.091042 2.302585 -5.912777 3.756538 Std. Dev. 2.223274 0.158161 0.671910 0.453481 1.669862 0.215049 Skewness -0.298577 0.023591 -0.274912 2.129768 -0.535257 -0.940748 Kurtosis 1.622135 3.452769 1.503182 6.705381 1.514100 2.440057 Jarque-Bera 2.161140 0.198592 2.436820 3.545431 3.214153 3.692996 Probability 0.339402 0.905475 0.295700 0.144670 0.200473 0.157789 Observations 23 23 23 23 23 23 Source: Output from Eviews 8.0 Macroeconomic factors affecting merger and acquisition activity in Vietnam 66 Tạp chí Khoa học & Đào tạo Ngân hàng- Số 214- Tháng 3. 2020 coefficient is greater than zero), the remaining variables have left-handed distributions. The standard deviation value (Std.Dev) shows that the deviation (M&A value) is greater than the other variables. Mean value shows that during the 23-year period, the value of M&A deals is about 448 (USD billion), an average economic growth rate of about 6.5%. The property rights index of about 14.83 (less than 50) indicates that legal institutions are not really good quality. In particular, the average tax burden of 67,065 (greater than the average number) indicates that the tax burden is a burden on the business. 4.2. Stationary tests and order of integration There are many tests for stationarity, the Augmented Dicky-Fuller (ADF) test is most popular one. The null hypothesis for the ADF test is that the time series has a unit root which implies non-stationary. The test results are reported in Table 3, which reveals that The ADF test cannot reject the null hypothesis for all level variables, but can for the first- order difference of all variables. The results indicate that all variables are I(1) processes. 4.3. Cointegration test The optimum lag length for the Johansen cointegration test determined based on the minimum Akaike criterion (AIC) through the unconstrained VAR estimation (1 lag). To test for the presence of a long-run relationship, the maximum likelihood method developed by Johansen (1988, 1991) is utilized. The results of the Johansen maximum likelihood cointegration tests are presented in Table 4. The test results are reported in Table 4 confirmed that there exists the presence of cointegration. It means that cointegrated variables have an error correction system. Thus a vector error-correction (VEC) model (with 1 lag) is constructed and the long-run and short-run dynamics are examined. Results in Table 6 shows that the correction coefficient (-0.02717) is negative and significant statistics at the 5% level. It means that M&A values are below equilibrium and in the long run, if Table 3. Stationary tests Variables Augmented Dicky–Fuller test H0: Existence of unit roots Level First-order difference No trend With trend No trend With trend ma 0.451269 -2.816144 -7.926882 *** -8,131221** gdp 0.662677 -3.346692 -4.645744*** -4.557905*** m2 3.071574 -0.9598573 -2.855934*** -3.21242** pr 1.234433 -1.317340 -4.701548*** -5.627038*** pol -0.585101 -1.80024 -4.472136*** -4.465135*** tax 0.882079 -1.264289 -0.992060 -6.683197*** Notes: ***,**, and * denote the significant levels of 1%, 5% and 10%, respectively NGUYỄN QUYẾT 67Số 214- Tháng 3. 2020- Tạp chí Khoa học & Đào tạo Ngân hàng the impact of independent variables push M&A on average increase (decrease) this year, the M&A value will decrease (increase) towards the equilibrium level of -2.717% the following year. In the Long-term: The results show that economic growth, money supply (measured by financial depth) and political stability affect M&A activity (because gdpt-1, m2t-1 has 1% statistical significance, polt-1 at 5%). Assuming other factors Table 4. Cointegration test results Unrestricted Cointegration Rank Test (Trace) Hypothesized Trace 0.05 H0 H1 Eigenvalue Statistic Critical Value Prob. r = 0 r >=1 0.963560 163.1544 95.75366*** 0.0000 Unrestricted Cointegration Rank Test (Maximum Eigenvalue) Hypothesized Max-Eigen 0.05 H0 H1 Eigenvalue Statistic Critical Value Prob. r = 0 r = 1 0.963560 69.55384 40.07757*** 0.0000 Notes: ***, **, and * denote the significant levels of 1%, 5% and 10%, respectively Table 5. Vector-error correction model estimation Variables Coefficient Std. Error T-statistics ectt-1 -0.02717 0.014486 -2.22898** gdpt-1 1.21107 0.24369 4.96972*** m2t-1 -2.13470 0.48771 -4.37698*** prt-1 -1.76509 1.07894 -1.63596 polt-1 0.22859 0.09685 2.36036** taxt-1 -0.56565 1.30591 -0.43315 ∆mat-1 -0.352840 0.21998 1.60395 ∆gdpt-1 0.009784 2.09186 0.00468 ∆m2t-1 0.026635 2.23989 0.01189 ∆prt-1 0.489811 0.13376 3.66186*** ∆polt-1 0.24606 0.12125 2.02936** ∆taxt-1 -2.694469 1.07216 2.51312** C 0.241732 0.34257 0.70564 R-squared=0.69336, F-statistic=5.20057; Prob(F-Statistics)=0.0351 Notes: ***, **, and * denote the significant levels of 1%, 5% and 10%, respectively Macroeconomic factors affecting merger and acquisition activity in Vietnam 68 Tạp chí Khoa học & Đào tạo Ngân hàng- Số 214- Tháng 3. 2020 remain the same, in the long term if the economic growth rate is increased by 1%, the M&A value will increase by 1.21107% on average. If the political risk increases by 1 point, the value of M&A deals will increase by 0.22859% on average. However, as the financial depth increased by 1%, the M&A value fell by an average of 2.13470%, which could explain that as the financial depth increased the big amount of money circulating in the market while low commodities lead to an imbalance between commodity and money, which is the source of increased inflation, which causes investors to be less concerned about M&A activities. In the short run: The results of statistical analysis (Table 6) also confirm that institutional and legal factors, political risk and tax burden affect M&A value (as statistical significance at 1%, 5% and 5% respectively. With a lag of 1 year, if the tax burden increases by 1, the M&A value will fall by an average of 2.694469% (Assuming other factors remain unchanged). 5. Conclusion The results of research on the macroeconomic factors affecting the value of M&A transactions in the Vietnamese market by the quantitative method, using the error correction model (VECM) shown that M&A activity is affected by economic growth, money supply, and political risk in the long term. In the short run, this one is affected by the tax burden, institutions and legal factors, and political stability. From the results of the study, the article draws some recommendations as follows: Firstly, political stability is an important factor contributing to Vietnam’s peace, prosperity, sustainable economic development and investment attractions. Therefore, Vietnam should further promote this advantage to create confidence for investors, especially foreign investors. In addition, the government should continue to improve the legal system in a uniform, stable, complete and consistent manner from central to local levels. Secondly, the government should implement prudent and effective monetary policy, manage the money supply and credit growth accordingly and avoid putting pressure on inflation. It is necessary to totally combine with other macro policies to ensure macroeconomic stability, create a fair investment environment, and be transparent to encourage investors to participate in domestic investment activities including M&A activities. Finally, the government, in the long run, should have a roadmap to reform tax policies and incentive tariffs to reduce the burden on businesses, create opportunities in attracting investment capital, and increase competitiveness with foreign partners.  Tài liệu tham khảo 1. Alfaro, L., Kalemli-Ozcan, S., and Volosovych, V. (2008). Why doesn’t capital flow from rich to poor countries? An empirical investigation. Review of Economics and Statistics, 90(2), 347-368. 2. Ang, J. B. (2008). Determinants of foreign direct investment in Malaysia. 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