最新的一项关于兼并和收购的研究应该引起华尔街投资者的注意。
加利福尼亚大学伯克利分校的教授们最新的研究表明，兼并往往刚一开始能让投资者为之振奋，但最后的结局往往是伤害了这家公司，尤其是在股价将深受其害。本周，美国国家经济研究局发布的一个名为《以退为进》的报告显示，兼并之后的公司，接下来3年的股票表现将比同行业公司落后50%。此外，这个研究报告还有另外一个发现：如果收购是以比较保守的现金方式支付的话，其结果会比换股收购的方式更糟糕。道理很简单：如果被收购公司不想接受收购方的股票，那么，投资者自然也不愿意。
失败的并购案例举不胜举。但尽管失败的并购不在少数，经济学家们通常认为并购有益于公司。说到底，如果没有好处，为什么会出现这么多的并购交易？大多数并购，至少从收购方而言，一般都获得了良好的市场反响。更重要的是，你也很难想象如果不收购，这家公司的情形会怎样？
为了回答这个问题，加州伯克莱分校（Berkeley）的两位教授乌尔里克•玛门迪尔和恩里克•莫莱蒂以及阿姆斯特丹大学（University of Amsterdam）的一位教授佛罗瑞•彼得斯对当今热议的竞购交易进行了分析，比较了竞购成功者与失败者的股票表现。结果发现，尽管收购前股价走势相似，但收购后的走势却出现了分化，竞购成功者的股价表现远弱于竞购失败者。
或许你会说，这是因为竞购激烈，收购方不得不提高出价，导致最终的交易不太理想。但三位教授比较了竞购交易和无竞购交易，结果发现最终的收购估值都差不多。一宗收购有可能因为收购价过高而导致最终结果不理想，但如果是这种情况，它是所有的收购都可能存在的问题，不光是竞购交易。
这项研究报告发布的时候正是并购交易的淡季。数据提供商Dealogic的数据显示，今年年初，企业并购活动处于近年来的低点。2009年年初的情况更差一些，但也相差无几（2009年是7,770亿美元，今年是8,000亿美元），而且2009年正值信贷危机最严重的时期。
“高管们总是认为，这次会不一样，”《以退为进》的合著作者之一玛门迪尔称。“不错，过去的人都失败了，但我一定会做得比他们好。”因此，真正的问题可能是过度自信。可惜，CEO们似乎从来都不缺少自信。
Beware of Wall Streeters bearing mergers and acquisition advice. That's the takeaway of a new study, and investors should take note as well.
The study by professors at the University of California, Berkeley, concludes that acquisitions, while nearly always initially cheered by investors, end up hurting a company, and in particular its share price, in the end. Winning by Losing, which was released this week by the National Bureau of Economic Research, found that following an acquisition the stock of that company tends to underperform shares of similar companies by 50% for the next three years. Another finding of the study: Deals done in cash, which is often considered a more conservative way to pay for acquisitions, tend to do worse than deals done for stock. If an acquiring company doesn't want its new owners' shares, you shouldn't either.
There are tons of examples of deals that have gone south, but despite the many bad deals, economists have generally thought mergers are beneficial for companies. After all, why would so many of them get done. Most deals, at least from the acquirers' perspective generally get a good reception in the market. What's more, proving otherwise is a hard thing to do. How do you know how a company would have performed without the deal?
To get around that problem, the two Berkeley professors, Ulrike Malmendier and Enrico Moretti, and a professor from the University of Amsterdam Florian Peters looked at situations where there were hotly contested acquisitions. They then compared the winners of the acquisition bidding war to a similar company that had lost out. What they found is that while the shares of the pairs of companies had tended to perform rather similarly before the acquisition, after the deal the prospects of the two companies diverged, with the company that had made the acquisition performing much more poorly than the company than did not.
You could argue that in contested bids acquirers tend to be pushed to pay more, and therefore end up with a worse deal than usual. But the professors compared what was paid in the contested deals they looked at and acquisitions where there hadn't been multiple bidders and found that the valuations put on the acquired companies were about the same. So an acquisition may fail because the acquiring company overpays, but if that's the case, that's a problem with all deals, not just when there is a bidding war.
All this comes at a time when M&A deals have slowed considerably. According to Dealogic, this year has had one of the slowest starts for corporate combinations in recent history. The first few months of 2009 were slightly worse, but only slightly ($777 billion then vs. $800 billion today) and that was during the height of the credit crunch.
"Executives always think this time will be different," says co-author Malmendier. "Yes, others have failed in the past, but I can do better." The real problem it seems is overconfidence. Unfortunately, that's a quality that is in high supply among CEOs.
