%e? 5 11q1 POLICY RESEARCH WORKING PAPER 2450 Which Firms Do Growth induces foreign investment, which tends to Foreigners Buy? focus on high-value-added sectors, on larger and more Evidence from the Republic of Korea profitable firms, on firms with low debt, and on firms that export a large share of Caroline Freund output. Simeon Djankov The World Bank Financial Sector Strategy and Policy Department Financial Economics Unit September 2000 [i-icy RFSFAXRC1-H WORKING PAPER 2450 Summary findings Using data on mergers and acquisitions involving Korean This suggests that consolidation is a two-stage process: firms, Freund and Djankov identify which sectors and Firms consolidatc first domestically, then intcrnationally. firms attracted foreign investment after the liberalization The authors also find that foreign investment is of investment activity at the end of 1997. focused on high-value-added sectors, on larger and more They find that domestic acquisitions are similar to profitable firms, on firms with low debt, and on firms foreign acquisitions by sector (of both the target and the that export a large share of output. Their results suggest acquiring firm), but that international transactions are that growth induces foreign investment. larger than Korean transactions. This paper-a product of the Financial Economics Unit, Financial Sector Strategy and Policy Department-is part of a larger effort in the department to study the effect of financial liberalization. Copies of the paper are available free from the World Bank, 1818 H Street NW, Washington, DC 20433. Please contactRose Vo, room MC9-626, telephone 202-473-3722, fax 202-522-2031, email address hvolc,worldbank.org. Policy Research Working Papers are also posted on the Web at www.worldbank.org/research/workingpapers. Simeon Djankov maybe contacted at sdjankovicbworldbank.org. September 2000. (25 pages) The Policy Research W/orking Paper Series disseminates the findings of work in progress to encourage the exchange of ideas about developmient issues. An objective of the series is toget the findings out quickly, even if the presentations are less than fully polished. The papers carry the names of the authors and shouild be cited accordingly. The findings, interpretations, and con-lusions expressed in this paper are entirely those of the authors. They do not necessarily represent the view of the World Bank, its Executive Directors, or the countries they represent. Produced by the Policy Research Dissemination Center Which Firms Do Foreigners Buy? Evidence from Korea Caroline FReund Simeon Djankov* * Federal Reserve Board, World Bank and CEPR, respectively. We axe grateful to Stijn Claessens, Joshua Coval, Simon Evenett, Sung Kwack, Guy Stevens, Bernard Yeung, Kei-Mu Yi and participants at conferences at the University of Michigan and the Federal Reserve Bank of Chicago. The views in this paper are solely the responsibility of the authors and should not be interpreted as reflecting the views of the Board of Governors of the Federal Reserve System or the World Bank, or any other persons associated with these institutions. Correspondence: Caroline.L.Freund@frb.gov. 1. Introduction Foreign ownership has been found to be correlated with industry productivity in many developing and emerging markets.' This correlation has been interpreted as implying that openness to foreign investment is an important growth-promoting policy. It is unclear, however, whether foreign own- ership leads to improved performance or whether high-growth industries and better firms simply attract more foreign investment. If foreign ownership promotes growth then the optimal policy is to subsidize foreign investment. In contrast, if foreign ownership is a result of growth then there is no role for tax incentives or subsidies to foreign investors. Foreign ownership might improve performance if foreigners transfer better business practices or technology to the local firm. If these spill over to other local firms then foreign ownership might enhance sectoral growth as well. Alternatively, increased foreign ownership might be a result of industry or firm growth. Some sectors may naturally become multinational as they grow, in order to take advantage of international markets and synergies. In addition, if domestic access to capital is constrained then firms with high growth potential will attract relatively more foreign capital. In these cases, while investment facilitates growth, the nationality of ownership is unimportant. This does not imply that openness to foreign investment is irrelevant to growth, only that there is no role for subsidies and tax holidays targeting foreign investors. In this paper we study the pattern of foreign acquisitions in an emerging economy, Korea, to examine what type of firms and industries attract foreign investment. If foreign investors have different technology from local investors then we expect foreign investment to originate from and to target industries where foreign firms have a comparative advantage. We examine all acquisitions of 'Blomstrom (1989) summarizes the literature on positive spillovers from FDI. 2 Korean firms in 1998 and 1999 to determine whether international transactions were concentrated in different industries from domestic transactions. Surprisingly, we find that domestic acquisitions in this period are very similar to foreign acquisitions by sector of both the target and the acquiring firm. This suggests that the incentives that drive international acquisitions are similar to those that drive domestic acquisitions. The main difference between domestic and foreign acquisitions is the size of the transactions. The median reported foreign transaction value was over 65 percent larger than the median reported domestic transaction. We also find that the industrial distribution of foreign acquisitions in Korea mirrors the industrial distribution of multinational operations, suggesting that certain industries may naturally be multinational. Overall, these results suggest that internationalization is a form of consolidation, which is not very different from domestic consolidation, but which occurs on a larger scale. Second, using data on foreign ownership from 1998 and 1999 and firm characteristics from the preceding year on nearly all firms listed on the Korea stock exchange (KSE), we examine which sectors and firms have attracted foreign investment. Any correlation we observe between firm characteristics and foreign ownership must be a result of foreign preferences because Korea only opened to foreign investment at the end of 1997. We find that foreign investment in Korea is focused on larger and more profitable firms, and on firms with relatively low debt ratios. Foreign investment is also more likely when a greater share of firm output is exported. The evidence suggests that foreign ownership gravitates towards the better firms. While our analysis does not directly answer the question of how foreign ownership affects growth, it does imply that foreigners invest in and acquire the better firms in high growth industries in Korea. This means that internationalization in ownership is at least partly a result of firm and industry growth. In addition, it implies that studies which attempt to measure the affect of foreign 3 ownership on industry and firm productivity suffer from identification problem because the high growth industries and the better firms attract more foreign ownership.2 The paper is organized as follows. Section 2 examines the literature on foreign ownership and growth, and discusses foreign direct investment in Korea in recent years. Section 3 presents a theoretical framework explaining foreign acquisitions. Section 4 describes the data. Section 5 examines the theory empirically. Section 6 concludes. 2. Foreign Direct Investment and Growth Theory suggests that technology diffusion through multinational companies might be an important source of growth for developing countries.3 There is some empirical evidence that is consistent with the technology transfer argument. Using industry data, Caves (1974) and Globerman (1979) test whether the foreign share of employment contributes to labor productivity in a production function framework. They find evidence of positive spillovers from foreign direct investment (FDI) in Australia and Canada, respectively. Using industry data from Mexico, Blomstrom and Persson (1983) and Blomstrom (1986) find evidence of higher productivity and higher productivity growth in sectors with more FDI. Borensztein et. al. (1998) find evidence of positive spillovers from FDI in a cross section of countries, provided countries have a minimum level of human capital. These results, however, may be generated by reverse causality because FDI may be determined by the level of growth of a sector or a country. Indeed, using firm level data, Haddad and Harrison (1993) and Aitken and Harrison (1999) find no evidence of positive spillovers in Morocco and 2Aitken and Harrison (1999) argue a similar point. Using plant level data on productivity in Venezuela, they find that foreign ownership is positively correlated with own-firm productivity, but not with productivity growth. They interpret this as evidence that foreigners invest in more productive plants, though they cannot rule out that there are own-firm positive level effects. 3Findlay (1978), Jovanovic and Rob (1989), Grossman and Helpman (1991). 4 Venezuela, respectively. This suggests that the earlier findings may be a result of high-growth industries and countries attracting more foreign investment. Rather than examining spillovers, we look at what type of firms and industries foreigners invest in. Our data set provides a unique opportunity to evaluate what type of firm foreigners acquire because Korea greatly limited foreign ownership until 1998. This means that any correlation we find between foreign ownership in1998 and 1999 and firm characteristics in 1997 is not a result of foreign ownership. We examine whether foreign investment results from firm- and sector-specific growth. 2.1. Foreign Direct Investment in Korea Until the financial crisis started in October 1997, the Korean corporate sector was virtually closed to foreign investment. Individual foreigners could obtain only 5 percent of the outstanding shares of a company, and overall, foreigners could hold a maximum of 20 percent. In December 1997, the limit was raised to 50 percent for an individual investor, and 55 percent for foreigners collectively. In May 1998, the limits on foreign ownership in most of the corporate sector were eliminated. In addition, foreign investors can now buy up to a third of the company without approval from the Board of Directors, i.e. hostile takeovers are permitted. The new foreign investment regime led to a boom in FDI. Figure 1 plots the aggregates for 1994 to 1999, which show a large jump in the last three years.4 The three industries experiencing the largest gains were paper, chemicals, and electronics (Table 1). 4In Korean won, FDI shows an even more rapid expansion in 1997 and 1998, as a result of the won's large depreciation. 5 Figure 1: Foreign Direct Investnent in Korea (billions of U.S. dollars) 16 14 - 12 10 8 6 4 2 0 1994 1995 1996 1997 1998 1999 The changes in the legal limits to foreign ownership, combined with the large supply of company shares following the financial crisis, makes the Korean sample an excellent choice to study the investment patterns of foreigners. Within a very short period of time a number of companies changed hands. This natural experiment allows us to test several hypotheses that we derive in the next section. 3. Theoretical Framework Existing theories of foreign direct investment highlight the importance of intangible firm-specific assets and location in making the decision to choose FDI over other means of servicing a foreign market.5 In general, two conditions should be satisfied if a firm is better off investing in the country than exporting. (i) There is a locational advantage to operating abroad, perhaps because of transport costs or tariffs. (ii) The investing firm has an advantage over host country firms, for example, in technology, managerial skills, or brand name and marketing. FDI theory has traditionally focused on greenfield investment, where the intangible asset is assumed to be the 5Markusen (1995) surveys the literature. 6 property of the parent. In this paper we focus on a specific type of direct investment, foreign acquisitions, which are likely to be undertaken for similar reasons to greenfield investment. In addition to location and technology, foreign acquisitions may also be undertaken in order to gain access to assets held by a host-country firm. We therefore incorporate the possibility of firm-specific assets that local firms have and that foreign firms need in order to market their products effectively. We model the decision to invest in a local firm, taking into consideration the effects on parent sales as a result of firm-specific assets of the host country target firm, and the effect of parent- specific assets. In evaluating the return on the investment, a firm will incorporate the expected effect on own company and subsidiary profits when purchasing a company. A foreign firm will acquire a large share of a domestic firm if the value of the acquisition is greater than its value to a domestic company. We assume the investment can change the value of each firm (target and parent) because of synergies resulting from the use of intangible assets. The net value of the investment is the gain from acquisition above the cost of acquiring the firm at the market price. The net value is the change in value of the host-country firm plus the change in the value of the home country firm as a result of the investment. Acquiring a foreign firm is optimal if the following condition holds: XAV;I + AVF > XAVD1 + AVD. (3.1) where x is ownership share, AVF/ is the change in the value of the acquired firm given foreign investment, AVF is the change in the value of the foreign parent firm, AVDI is the change in the value of the acquired firm given domestic investment, and AVD is the change in the value of the domestic parent firm given the investment. The left-hand side is the value of the acquisition to the foreigner and the right-hand side is the value of the same acquisition to a domestic bidder. Hence, for the foreign investor to succeed in acquiring the firm, she must offer at least as much 7 as the domestic investor. Equation (3.1) yields two hypotheses regarding foreign acquisitions. First, foreign direct investment (FDI) is more likely if foreign acquisition boosts the local firm's profits by more than a domestic acquisition would (AV;I - AVLI > 0). For example, the value of the target firm will increase if the foreign investor transfers technology or managerial skills to the domestic firm. This suggests that foreign investors will target firms in industries where foreigners have better technology or skills. Hence, the industrial distribution of foreign acquisition targets should be different from the industrial distribution of domestic acquisition targets. Similarly, if acquisition helps the foreign firm's sales in the local market by more than it would boost another domestic firm's sales, then foreign direct investment is more likely (AVF - AVD > 0). That is, FDI in a host country firm may help the foreign parent's profits by improving access to the market. In this case, the acquiring firm is likely to be from an industry that wants greater access to the Korean market. This implies that foreign acquirers are likely to come from different industries than their domestic counterparts. Whether technology transfer or access to the Korean market is the purpose of investment is difficult to distinguish empirically because parents and affiliates tend to be in the same industry. Hence the first hypothesis is that if an intangible asset, be it technology transfer or access to the Ko- rean market, is the main reason for investment then foreign acquisitions and domestic acquisitions are likely to be in different industries. Second, if domestic access to capital is constrained or domestic firms tend to be small then foreign acquisition will be more likely in larger companies. If domestic firms are capital constrained then the right hand side of equation (3.1) will be small when the transaction size is large, i.e. there will be no domestic bidder. Similarly, if domestic firms are smaller than foreign firms, then there will be fewer domestic bidders when the target firm is large. The second hypothesis therefore s stipulates that transaction size will be a key determinant of foreign investment. 4. Data We first examine mergers and acquisitions in Korea (December 1997 to July 1999) to look for consistency with the hypotheses derived above. Since the ownership limit to foreign investors was raised to 50% in December 1997, the ownership data for 1998 and 1999 is particularly appropriate for hypotheses testing. Data on mergers and acquisitions in Korea are from Securities Data Corporation (2000). The data include the 4 digit SIC code of the target and the acquiring firm and detailed information about the transaction. We supplement these data with data on 631 firms that were listed on the Korea Stock Exchange in 1998.6 The firm-level financial data for 1997 are primarily from the Worldscope database. The World- scope database covers publicly traded companies in 51 countries. Foreign investment is from the Handbook of Listed Companies, Daewoo Securities (1998 and 1999). In cases where the World- scope data were missing or incomplete, we collected additional company information from Wisenet Korea.7 This internet server provides detailed financial information, including income statements and balance sheets, for listed companies in Korea. We use 1997 financial data because this is what investors observed at the time they made their investment. In addition, this means there is very little possibility of an effect of foreign ownership on firm characteristics. We also collect data on business group affiliation, as this is recognized in previous studies to be an important feature of the Korean corporate sector (Claessens, Djankov, and Lang, 2000). 6fIn January 1998 760 firms were listed on the Korean Stock Exchange. Financial data for 28 firms which filed for bankruptcy in 1998 were unavailable. Another 101 firms reported incomplete ownership or unconsolidated financial data. 'The data were downloaded from their website: www.wsn.co.kr. 9 Information on company affiliation with the top 30 chaebol is provided by the Korean Fair Trade Commission on an annual basis. We use group-affiliation data from the 1994-1997 lists of business groups. This is because the 1998 list contained a number of ownership changes, which would have biased our results. Several debt-ridden business groups were forced to sell bankrupt firms in 1997 and 1998, which were in some cases subsumed into larger business groups and/or taken over by foreigners. A firm's openness to foreign investment is thus related to its membership at the time of divestiture. The list of chaebol is fairly robust from 1994 to 1997, with the same chaebol occupying the top 25 spots throughout the period. There was some variation among the bottom five chaebol, with three chaebol leaving the list by 1996 or 1997. In the interest of comprehensiveness, we follow all companies affiliated with the 33 chaebol that appear on the Korean Fair Trade Commission lists in 1994-1997. 5. The Pattern of FDI 5.1. Mergers and Acquisitions The theoretical framework suggests that if technology transfer or access to local distribution net- works were important, then the industries of targets of foreign investment and the industries of foreign acquiring firms and domestic acquiring firms should be different. Figures 2 and 3 show the percentage of foreign and domestic transactions by target industry and parent industry, respec- tively. In general foreign investors target firms in similar industries to Korean firms. The simple correlation among 2-digit SIC industries is 0.84 and the rank correlation is 0.88. The industries of the acquiring firms are also very similar, with a simple correlation of 0.91 and a rank correlation of 0.82. This suggests that to the extent that international synergies exist, they are broadly similar to domestic synergies. Still, it is worth noting that some industries tend to attract somewhat more 10 foreign direct investment, such as chemicals and machinery; while others, such as primary metals and petroleum tend to attract more domestic investors. Flgure 2: The Indutrlal Breakdown of Takeover Targets 0.250- _ 0.200 0.150 ooso | 1 =1rlCFalFn qnin ninS1kl1 13 1~~~~~~~~~ Foo~nOfw 0.100 [0050 0000 *'FLn- i~~~~~~~~~~~~~~~~~~- X E E 2A. H !~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Figure 3: The Induirlal Breakdown of Parent Firns 0.300 0.1000 0.000 F -Al E ~ E E 9 *E 5~~~~~~~~~~~~~ S One major difference between international transactions and domestic transactions is their size. Of the 73 domestic transactions for which information was available, the median transaction value was $35 million. Of the 109 foreign acquisitions for which transaction data was available the median value was $58 million. Foreigners behave similarly to domestic investors, except that they operate on a larger scale. This is consistent with the predictions of the model if domestic firms are capital constrained or are in general smaller than international investors. In these circumstances, large transactions are more likely to be uncontested domestically. 11 While foreign takeovers look roughly similar to domestic takeovers by industry, they also mirror world industry. Table 2 shows the industrial distribution of the top 100 multinational companies (MNCs) and of Korean acquisitions. Of the 10 main industries where multinationals are prevalent, 7 were in the top 10 industries for international takeovers of Korean firms. This suggests that certain industries, especially electronics and chemicals, are more likely to have foreign ownership. Moreover, as shown in the bottom panel of Table 3, electronics and chemicals are also the top two value-added industries in Korea in 1995, implying that these are important growth industries where Korean technology is not lacking. In sum, the industrial distribution of foreign acquisitions in Korea is similar to that of Korean do- mestic acquisitions and to the industrial distribution of multinational companies worldwide. Thus, the same industries that benefit from national economies of scale also benefit from international economies of scale. One difference between domestic and international acquisitions is size, as inter- national transactions are larger. This suggests that there is a two-stage process of consolidation, first firms consolidate nationally, then they consolidate internationally. In addition, some high- growth industries such as chemical and electronics are more prone to international consolidation. Next, we evaluate firm level data on ownership to get a better understanding of what foreigners bought in Korea following the 1997 financial crisis and the subsequent removal of barriers to foreign ownership. 5.2. Explaining foreign ownership In this section, we examine how firm- as opposed to industry-level characteristics affect foreign ownership. Our focus is on ownership by large foreign investors, but the available ownership data give total foreign holdings of each firm. In order to identify firms that have a single major foreign holder we make several adjustments. First, we assume foreign direct investment is present if 12 foreign ownership exceeds 10 percent. Should foreign ownership be below 10 percent we assume it is portfolio investment. Second, we consider only firms that are also in the merger and acquisition data from Securities Data Corporation (2000) or have a foreign ownership share exceeding 25 percent. 67 of the 103 firms with FDI in 1999 fall into this category. Table 3 presents summary statistics of the ownership data on publicly-traded firms in Korea in 1998 and 1999. The 1999 sample is smaller because several dozen firms went bankrupt or were delisted from the Korea Stock Exchange in 1999. In the 1998 sample, 156 firms (25 percent of the sample) had foreign ownership exceeding 10 percent. The summary statistics suggest that firms that attracted significant foreign investment were larger and more profitable than the average firm in the sample in both 1998 and 1999. In contrast, the characteristics of firms that attracted only foreign portfolio investment (010 Total 10>FI>O FI>10 Total Number of observations 254 156 631 306 103 525 Average Foreign 3.09 22.69 6.96 2.37 26.33 6.54 Share 0.40 0.25 1.00 0.58 0.20 1.00 Average firm assets 976 4971 1850 1687 5006 2006 Minimum firm assets 17.1 31.1 16.0 17.1 32.3 16.0 Average firm sales 827 1943 893 882 1813 897 Minimum firm sales 13.0 23.9 6.5 6.5 15.8 6.5 Average firm debt/assets 0.72 0.75 0.74 0.71 0.70 0.70 Average firm EBIT*/Sales 0.02 0.06 0.01 0.03 0.19 0.03 E Earnings before interest and taxes 23 Table 4: Explaining foreign investment A: Regressions on 1998 Ownership Data (1) (2) (3) (4) (5) ASSET 0.78*** 0.66*** 0.71*** 0.71*** (0.10) (0.10) (0.10) (0.10) SALES 0.80*** (0.10) EBIT 1.11 1.40 1.15 1.18 1.22 (0.92) (0.97) (0.99) (1.0) (1.01) CHAEBOL 1.34*** 1.56*** 1.66*** (0.25) (0.44) (0.45) FDEBT -2.16*** -1.96*** -3.02*** -3.23*** -3.32*** (0.73) (0.71) (0.77) (0.78) (0.79) GDEBT 2.92* 3.03* (1.53) (1.55) GASSET -0.28** -0.31** (0.13) (0.13) EXPORT 0.01*** (0.004) Fraction Correct 0.79 0.78 0.80 0.81 0.81 Number of Obs. 631 631 631 631 R-Square 0.22 0.22 0.27 0.27 0.24 24 Table 4 continued B: Regressions on 1999 Ownership Data (FI>0) (O10) (FI>251MA) ASSET 1.14*** 0.07 0.77*** 0.93*** (0.16) (0.08) (0.11) (0.14) EBIT -0.83 -0.73 2.29** 2.11 (0.99) (0.69) (1.13) (1.41) CHAEBOL 0.81* 0.18 0.30 0.12 (0.42) (0.75) (0.31) (0.32) FDEBT -2.89*** 0.19 -3.61*** -4,13*** 0.89 (0.28) (0.97) (1.21) EXPORT -0.004 -0.009*** 0.01*** 0.01*** 0.004 (0.003) (0.004) (0.006) Fraction Correct 0.83 0.62 0.82 0.89 Number of Obs. 525 525 525 525 R-Square 0.27 0.06 0.21 0.20 Significant at the ***1% level, ** 5% level, and *10% level. 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