How buyers cope with uncertainty when acquiring firms in knowledge-intensive industries: Caveat emptor

Knowledge is frequently the focus of corporate acquisitions. It often cannot be acquired in efficient factor markets due to asymmetric information and because it may be bundled in teams or networks. However, variations in quality are harder to observe for knowledge-based assets than for tangible assets. This creates information dilemmas for buyers and, accordingly, a risk of overbidding, whenever a target is in a knowledge-intensive industry. This study found that most buyers took steps to mitigate the information dilemmas associated with knowledge-based assets. Specifically, buyers coped by (1) offering lower bid premia; (2) using contingent payment (e.g., stock or earnouts); and (3) increasing information both through lengthy negotiations and by avoiding tender offers. However, when the two firms drew on unrelated forms of expertise, buyers did not apply these strategies. It may be that a buyer's information needs are lower if little postacquisition integration is anticipated. An alternative explanation is that unrelated buyers may not be fully aware of the information dilemmas that they face. If so, they may be especially at risk of overbidding. The contingency relationship identified here with respect to related expertise warrants further study. Both the resource-based and diversification literatures presume that relatedness is universally important. This study suggests that it may be particularly relevant when there are knowledge-based assets.