Merger Activity Sizzles Again
Companies around the globe, betting on an economic recovery, are on the prowl for merger partners. They're being buoyed by heightened investor confidence and still-cheap stocks.
Just Tuesday, ArvinMeritor Inc., an auto-parts company, launched an unsolicited $2.2 billion tender offer for Dana Corp.; trucking firm Yellow Corp. agreed to buy rival Roadway Corp. for $966 million; and EMC Corp., a data-storage concern, agreed to buy Legato Systems Inc. for $1.3 billion. Also this week, Canadian aluminum maker Alcan Inc. launched a $3.91 billion hostile bid for French rival Pechiney SA, and apparel maker VF Corp. agreed to buy Nautica Enterprises Inc. for nearly $600 million.
Meantime, R.J. Reynolds Tobacco Holdings Inc. and British American Tobacco PLC's Brown & Williamson Tobacco unit, squeezed by brutal price competition, have been holding discussions to merge their U.S. tobacco operations, people familiar with the matter said. (And in another booming area of deal-making, history was made Tuesday with the biggest-ever convertible-bond deal.)
Even the traditional summer business slowdown isn't stopping the recent flow of friendly and hostile merger transactions in a broad range of industries. Some $26 billion in mergers world-wide have been announced so far in July, building on a trickle of transactions that began to flow last month, according to Thomson Financial, which tracks merger data.
The apparent revival of corporate deal-making follows a two-year merger slumber. Corporate executives, burned badly by a wave of 1990s mergers that went sour, hunkered down to slash costs. The collapse of Enron Corp. in late 2001 also cut deeply into merger activity as financial-reporting methods came under scrutiny. Deal activity has remained slow for much of 2003 as economic fallout from the Iraq war and the SARS epidemic made executives reluctant to pursue transactions.
Now, "for the first time since Enron, we are starting to see companies view M&A as a good thing to do opportunistically," says Don Meltzer, co-head of global mergers and acquisitions at Credit Suisse First Boston in New York.
Behind the moves are stock prices that are rising but still not prohibitively expensive. Major stock indexes are up this year -- the Dow Jones Industrial Average has risen nearly 11% -- and some investors expect they could post their first annual gain since 1999. This has made potential buyers feel better about their own businesses and at the same time, feel pressure to pounce on targets before those stocks get too expensive. And the pickup in activity reflects a growing view among some investors that economies world-wide will wake up from their slumber.
"People are less nervous than they were three months ago. When they're nervous they don't make decisions," says Steven Kaplan , a finance professor at the University of Chicago's business school.
Of course, the pace of activity still doesn't come close to the merger mania of the late 1990s. So far, the recent deals have been relatively small. And a number of proposed transactions and discussions represent strategic combinations in basic commodity industries, such as aluminum and tobacco.
Any sustained recovery in the merger market also is likely to be slow. The value and number of big deals still falls short of last year's already sluggish pace. So far this year, $585 billion in transactions have been announced world-wide compared, with $603 billion in the same period of 2002, according to Thomson Financial.
Moreover, the pace of deal-making this year differs dramatically from the record-breaking late 1990s, when executives raced to negotiate deals in a matter of days. Instead, today's pacts are taking months -- if not years -- to put together.
First Data Corp., a financial-transaction-processing company that owns money-transfer business Western Union, held sporadic talks with rival Concord EFS over the past few years, but those discussions repeatedly broke down for various reasons. They heated up earlier this year but again lost steam amid concerns about Concord's ability to renew bank contracts in its core ATM business. The two finally reached a friendly $7 billion merger agreement in April.
Further underscoring the pickup in merger activity is the recent spate of hostile transactions. Although such unsolicited bids typically represent a small percentage of overall merger activity, they are notoriously difficult, expensive, and time-consuming -- requiring an added degree of commitment on the part of the hostile suitor. In addition to the unsolicited bids by ArvinMeritor and Alcan, Oracle Corp. has launched a hostile $6.3 billion bid for PeopleSoft Inc. and Zimmer Holdings Inc. is seeking to buy Swiss orthopedics firm Centerpulse AG, which already has agreed to be acquired by Britain's Smith & Nephew PLC.
Companies also appear to be willing to pursue deals that carry risks, a change from just earlier this year. Both the Oracle and Alcan bids already have raised concerns about significant antitrust issues, for example. Indeed, the Alcan bid rekindles a four-year-old merger attempt that was abandoned when it ran into antitrust objections from European regulators.
Highlighting the patience that some would-be acquirers are bringing to deals, consider the latest Alcan bid for Pechiney. Alcan Chief Executive Travis Engen met with Pechiney Chairman and Chief Executive Jean-Pierre Rodier in Paris on Oct. 7, 2002, and informally discussed the interest each company might have in reviving merger plans, according to an Alcan filing with the Securities and Exchange Commission. The two companies agreed to speak further, according to the Alcan filing.
Messrs. Engen and Rodier met a month later in London. But this time, Mr. Rodier said Pechiney didn't want to continue talks with Alcan, especially in light of Pechiney's recently announced plan to buy some businesses from Corus Group PLC, according to Alcan's version of the events.
Four months later, on March 19, 2003, shortly after Pechiney's aims for Corus fell through, Messrs. Engen and Rodier met again in Paris to explore a potential business combination, Alcan said in its filing. A week later, Mr. Rodier phoned Mr. Engen and told him that this wasn't the right time to pursue a merger further, Alcan added. Though the talks between Messrs. Engen and Rodier abated for a while, Alcan was quietly drawing up its own plans about the feasibility of a tie-up and making presentations to its board, the Alcan filing shows.
On July 2, Alcan's board gave Mr. Engen the green light to act on a possible merger with Pechiney. On the evening of July 4, at a meeting at the offices of Pechiney's attorneys in Paris, Mr. Engen presented Mr. Rodier with the business merits of a combination. However, he stressed that an agreement had to be reached before July 7, given the recent rise in Pechiney's stock price, Alcan says in its filing.
The two men met again over the weekend, discussing, among other things, the difficulties of the antitrust process, Alcan's filing indicates. The Canadian company launched its bid for Pechiney on Monday. Tuesday, the Pechiney board unanimously rejected the bid, saying it "doesn't reflect the value of the company," a board member said.
全球企业并购市场迎来春天
经济复苏似乎指日可待，全球大型企业最近蠢蠢欲动，四处物色合适的兼并伙伴。投资者信心回升和相对低廉的股价从中也发挥了推波助澜的作用。
仅7月8日当天，就传出三起并购消息：汽车零部件生产商ArvinMeritor Inc.向德纳公司(Dana Corp., DCN)发出22亿美元的收购提议；卡车公司Yellow Corp.同意以9.66亿美元收购竞争对手Roadway Corp.；数据存储公司EMC Corp.同意以13亿美元并购Legato Systems Inc.。此外，加拿大铝业生产商阿尔坎铝业(Alcan Inc., AL)本周向法国同仁佩希内公司(Pechiney S.A., F.PEH)发出39.1亿美元的敌意收购要约，而服装生产商VF Corp.亦表示将以近6亿美元并购Nautica Enterprises Inc.。
与此同时，雷诺兹烟草(R.J. Reynolds Tobacco Holdings Inc.)和英美烟草(British American Tobacco PLC)旗下的Brown & Williamson Tobacco子公司迫于残酷的价格竞争压力，也就合并二者的美国烟草业务展开磋商。
虽然夏季通常是商业淡季，但这并未阻止最近在诸多行业涌现出的并购热潮。据Thomson Financial统计，7月迄今为止，全球已宣布的并购交易金额已达到约260亿美元。实际上，并购活动在6月份就开始逐渐升温。
全球企业并购市场终于迎来复苏时节，在此之前，是长达两年的冬眠期。由于90年代的并购活动颇多败笔，对企业运营产生不利影响，公司高层为削减成本，不敢再轻举妄动。2001年美国能源"航母"安然(Enron Corp.)的沉没引发政府对公司财务记帐方式的审查，也严重挫伤了企业并购热情。2003年上半年并购交易也寥寥无几，伊拉克战争和严重急性呼吸道综合症(SARS)的蔓延对全球经济造成冲击，企业不愿在这种形势下从事并购活动。
瑞士信贷第一波士顿(CSFB)驻纽约的全球兼并部门负责人Don Meltzer说，"自从安然丑闻曝光后，我们头一回看到企业再次把伺机并购视为一件好事。"
在并购活动升温的背后，是稳步攀升但仍相对低廉的股价。今年，主要股票指数均一路上扬，道琼斯工业股票平均价格指数上涨近11%。一些投资者预计，今年可望实现1999以来的首次年度盈利。这使潜在的买家对自身业务感觉良好，同时也感到在股价飙升前敲定交易的压力。而并购活动的增加也反映出部分投资者日益增强的观点：全球经济将从沉睡中醒来。
芝加哥大学商学院财经教授Steven Kaplan说，"同3个月前相比，人们镇静了许多。要知道，如果心绪不宁，就不会作出投资决定。"
当然，目前企业并购的频率和规模无法同90年代末的并购狂潮相提并论。目前为止，近期的这些并购交易都相对较小。而且相当一部分并购提议出现在铝业、烟草等基础商品行业，属于战略性的联合。
企业并购市场任何持续性的复苏都可能是个缓慢的过程。目前，大型并购的金额和数目仍然低于去年的水平。据Thomson Financial统计，今年迄今为止，全球已宣布的并购交易金额累计5,850亿美元，而去年同期为6,030亿美元。
此外，今年企业并购的步伐也同90年代末数日内即成交的模式大相径庭。许多并购谈判可能持续数月甚至数年，方能修成正果。
从事金融交易的公司First Data Corp.过去几年来，一直就合并事宜同竞争对手Concord EFS展开零星的谈判，但由于各种原因均无果而终。今年年初，双方对合并一事兴趣重燃，但由于担心Concord无法同银行就核心的ATM业务续签合约，谈判又迅速失去动力。多番努力之后，两家公司最终在4月份达成了70亿美元的合并协议。
合并活动升温的另一个迹象是，敌意并购最近大行其道。虽然敌意并购通常只占整体并购活动很小的比例，但却以难度大、费用高和耗时长而闻名于世，因此提出收购的一方往往要倾注更多的精力与诚意。上文提到的ArvinMeritor和阿尔坎铝业的收购提议就属于敌意收购，除此之外，还有最近闹得沸沸扬扬的甲骨文公司(Oracle Corp.)对仁科(PeopleSoft Inc.)的63亿美元敌意收购案。
不仅如此，许多公司似乎乐于从事隐含风险的交易，这同今年年初的情形截然不同。例如，甲骨文和阿尔坎铝业的收购提议已经引发了有关反垄断问题的担忧。事实上，在此之前，阿尔坎铝业对佩希内的"追求"已长达4年，后因欧洲监管当局的反对而作罢，此次旧事重提，勇气可嘉。
