Buttonwood 梧桐

The financial, economic and psychological forces behind the incipient M&A boom

新兴的并购潮背后的金融、经济和心理力量

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IMAGINE YOU are the boss of a public company. Normally you are busy making decisions, visiting outposts, talking to customers, suppliers and employees. The meetings are endless. You have little time for reflection. Then, suddenly this spring, after a bout of firefighting, the diary is bare. You sit in your study, hiding from the family, and ruminate—about what your firm lacks, about what it has too much of. You call a friendly investment banker and say: “I may need to do a deal soon.”

想象你是一家上市公司的老板。通常你都是忙着做决策,视察分支机构,与客户、供应商和员工交谈。没完没了地开会。你几乎没有时间思考。然后,今年春季,在一通救火式操作之后,你的日程表突然空空如也。你躲开家人,坐在书房里沉思:公司缺什么?什么又过剩了?你给一位友好的投资银行家打电话说:“我可能很快需要做一笔交易。”

The results of such stay-at-home strategy sessions are now apparent. The past few weeks have seen a burst of M&A activity. There are merger deals of all kinds, in all parts of the world, across many industries—from tech and health care to banking and publishing. The dealmakers at investment banks are joyful. The last time things were this busy, they say, was in 2007-08.

这类居家战略商榷的成果现在已经显现。过去几周掀起了一波并购潮。从科技、医疗,到银行和出版,世界各地的诸多行业发生了各种各样的并购交易。这让投资银行的并购交易员们欣喜不已。他们说,上次这么忙还是2007到2008年间的事。

Shareholders have some call to fear the worst. There is a weighty body of literature, some of it dating from the stockmarket bust of the early 2000s, that says mergers do not create value for the acquiring company. More recent research is more nuanced. Mergers overseen by serial acquirers tend to add to value, it finds. Once M&A gets going, things can quickly get out of hand, of course. But this early in the economic cycle, and in the unusual circumstances, mergers are more likely to have a coherent logic to them.

股东们有一定的理由担心会出现最坏的情况。大量资料(其中一些可追溯到本世纪初的股市崩盘)表明,并购并不能为收购方创造价值。较新的研究更加细致。它发现,由开展连续并购的收购方主导的并购往往会提升价值。当然,一旦并购启动,情况可能很快失控。但是新经济周期才刚刚开始,而且大环境非同寻常,这轮并购更有可能有其清晰一致的缘由。

To understand the burgeoning M&A boom, go back to January and February. Bankers had a full pipeline of deals. Then the pandemic took hold. A dealmaking CEO had to think again. If you had a merger in the works, you pulled it. You couldn’t project numbers with confidence. You didn’t know if you could afford a deal, or finance it. Even then, the calls with bankers never stopped. In place of black-tie events came virtual schmoozing—from one home study to another.

要理解这股新兴的并购潮,让我们回到今年一二月间。此时银行家手头有一大堆交易计划。然后新冠疫情开始肆虐。正在洽谈交易的CEO们不得不重新考虑。你可能取消了筹备中的并购。你在预测数据时没有把握。你不知道自己是否负担得起一项并购,或者能不能筹到资金。即使在那会儿,与银行家的通话也没有停止过。没有了正式的商务活动,取而代之的是隔空闲谈——从一项居家调研到另一项。

The deal pipeline started to thaw in June or July. Announcements have been coming thick and fast since. A lot of this is down to market conditions, which quickly turned favourable and have remained so. Equity prices have roared back from their lows of late March. The companies with shares that rallied first—technology and health care—found themselves with a highly valued currency with which to pay for deals. The corporate-bond market has reopened with a vengeance, making debt finance available. Interest rates are at rock bottom and likely to stay there for a while. Private-equity firms have a lot of unused capital (“dry powder”) to call upon.

交易管道在六七月间开始解冻。从那时起并购公告层出不穷。这在很大程度上得益于迅速转好并持续向好的市场状况。股价已经从3月底的最低点强劲回升。那些股价率先反弹的公司——比如科技和医疗公司——发现自己可以用高估值的股票来为交易买单。企业债券市场“报复性”重启,企业因而可以运用债务融资。利率处于谷底,短期内不大会有变化。私募股权公司有大量的待投资资金(即“干火药”)可用。

But financial conditions are not the only explanation. The economy is another. The pandemic has given companies new problems to solve and made some existing ones more pressing. M&A offers a fix. Debt-laden firms need to sell assets. Buyers want to plug some strategic holes. The rationale for a deal might be to secure supply chains, to diversify across geographies, to acquire a specific (often digital) capability; or simply to bolster revenues or cut costs when the outlook for profits is rather bleak. Some of the transactions that are happening now are deals of opportunity, says Alison Harding-Jones, head of M&A in Europe, the Middle East and Africa for Citigroup, a bank. And some are deals of necessity. Covid-19 has created winners and losers across industries, but also within them. CEOs of winning companies may find that the acquisition on their lockdown wishlist is available. Those of losing companies must simply try to sell wisely.

但金融状况并不是唯一的解释。还有一个因素是经济。疫情给公司带来了有待解决的新问题,也让一些原有问题变得更加紧迫。并购提供了一种解决办法。负债累累的公司需要出售资产。收购方希望弥补一些策略上的漏洞。并购的理据可能是稳住供应链,实现跨地域多元化,获得特定的(通常是数字方面的)能力;或者只是为了在利润前景相当黯淡时增加收入或者削减成本。花旗银行的欧洲、中东和非洲并购业务负责人艾莉森·哈丁-琼斯(Alison Harding-Jones)表示,目前正在发生的一些交易是投机型的。另一些则是必要的。疫情不仅在行业间,也在行业内部造就了赢家和输家。赢家的CEO们或许会发现,自己在居家隔离时列的愿望清单上的收购这一项有望实现了。而输家的CEO们只能想办法卖得好一点。

Both kinds will be wary of the response from shareholders. The risks of getting the price wrong or of underestimating the hassle of integrating acquisitions are ever-present. But deals that have a decent-looking strategic case are likely to be given the benefit of the doubt. Serial dealmakers will get the most leeway. Research from McKinsey, a consultancy, finds that companies that do lots of smallish acquisitions over time tend to add value to them. Such “programmatic acquirers” take more care in assessing targets, aligning M&A with broader corporate strategy and integrating their purchases.

两类CEO都要留心股东们的反应。定价失误和低估整合难度是永恒的风险。但那些战略理由看起来还过得去的交易很可能会让股东暂且打消疑虑。连续并购交易者会获得最大的回旋余地。咨询公司麦肯锡的研究发现,那些长期以来进行了大量较小规模收购的公司往往会提升并购的价值。这样“有章法的收购方”在评估目标、让并购符合公司整体战略,以及整合自己的收购成果时都会更谨慎。

As a rule big, one-off deals are riskier. The dangers seem small now but will grow the longer the M&A boom goes on. Bosses will start to worry that their dealmaking rivals look more in command of events. They will be prone to the ill-advised, grandiose merger. When the boom is all over, a few such souls will find themselves back in the study at home, but this time because they no longer have an office to go to, asking themselves: “Why did I do it?” ■

一般说来,那些“一次性”的并购风险更大。目前看起来风险似乎较小,但并购潮持续的时间越长,风险会上升。老板们会开始担心他们的交易对手看上去更能掌控局势。他们容易去追逐不理智的、华而不实的并购。当并购的热潮全部退去,其中一些人会回到家中书房,但这一次却是因为他们不再有办公室可去。他们会问自己:“当时我干嘛要做这笔买卖?”