企业并购溢价创11年新高

    越来越多的公司提出了令人难以拒绝的收购溢价。

    周一，位于美国中西部（严格按法律来说是位于荷兰，但负责运营的是休斯顿郊区的一个办公室）的芝加哥桥梁钢铁公司（Chicago Bridge & Iron Co.）同意以每股46美元的价格收购位于巴吞鲁日（Baton Rouge）的竞争对手、能源建筑公司绍尔集团（Shaw Group），比后者在上周五的26.69美元收盘价溢价72%。

    芝加哥桥梁钢铁公司并不是唯一一家愿意支付高溢价的公司。上周，中海油（Cnooc）宣布以每股27.5美元、总价151亿美元收购加拿大石油公司Nexen，比后者在交易前的股价溢价61%。

    上述两宗并购交易在今年的最高溢价榜上仅分别排在第七和第九位。今年1月，百时美施贵宝（Bristol-Myers Squibb）以每股26美元的价格收购了生物科技公司Inhibitex，溢价高达163%，成为今年以来溢价最高的并购交易。

    通常来说，买家会溢价收购对方的全部股份。但今年的收购溢价高于以往。追踪并购交易的Dealogic公司表示，上市公司收购溢价平均为25%，高于2011年前七个月的23%，创下2001年以来的新高。

    目前尚不清楚为什么收购方愿意支付更高的溢价。并购交易经常被视为风向标，表明企业领导者对经济的乐观程度。上个月，并购交易数量有所增加，但与去年相比仍然减少了16%。然而，企业却愿意支付如此之高的溢价，说明企业领导者对经济的乐观程度要高于缓慢增长的并购交易数量所显示的情况。

    但高溢价也说明了实现并购交易的难度。并购专家表示，并购交易数量如此之少的一个原因是收购方和被收购方无法就价格达成一致。平均来看，现在股价仍然低于五年前的水平。企业高管和股东们常常认为，自己公司的价值要大大高于股价。这种想法迫使收购方不得不支付更高的溢价。

    并购交易常常存在跟风心态。但如今，这种情况已经极为少见。比如，在收购绍尔集团的交易公布之后，芝加哥桥梁钢铁公司的股价下跌了14%，有五位分析师以收购价过高为由下调了该公司的股票评级。这种情况可能会使其他CEO不敢再签订类似的并购交易。

    然而，至少从目前来看，更高的价格对并购银行家们来说是个令人温暖的好消息，因为他们中的许多人正面临着职业生涯里的最大“旱情”。华尔街公司按照并购价格来收费，所以更高的价格意味着个别交易可能更加赚钱，即使整体收费在减少。最大的赢家似乎是摩根士丹利（Morgan Stanley）。在溢价最高的十宗并购交易中，摩根士丹利代表了五宗交易的其中一方。但在这五宗交易中的三宗，摩根士丹利都是买、方而不是卖方的顾问。瑞信（Credit Suisse）参与了这十宗并购交易中的四宗，每次都是代表卖方。

    译者：千牛絮

    More and more companies are making their offers hard to refuse.

    On Monday, the Mid-Western named Chicago Bridge & Iron Co. (CBI), which is technically based in the Netherlands, but is run out of an office in the suburbs of Houston, agreed to buy rival Baton Rouge-based energy construction company Shaw Group (SHAW) for $46 a share. That was 72% more than the $26.69 Shaw's stock closed at on Friday.

    CB&I isn't the only company willing to pay considerably more than market prices. Last week, Chinese company Cnooc (CEO) said it would pay $15.1 billion, or $27.50, for all the outstanding shares of Canadian oil company Nexen (NXY). That was 61% more than where the latter's stock had been valued at before the deal.

    And those deals only rank 7th and 9th, respectively, on the list of the highest paid premiums this year. Back in January, Bristol-Myers Squibb (BMY) paid $26 a share to buy biotech company Inhibitex, which was an enormous 163% more than where that stock had been trading, and still ranks as the richest deal of the year.

    Buyers typically pay a premium to acquire all the shares of a company. But this year that premium has been larger. According to deal tracker Dealogic, on average, acquirers of publicly trading companies have paid 25% more than where those companies' shares had traded. That's up from 23% in the first seven months of 2011, and it's the highest average premium paid since 2001.

    It's not clear why buyers are willing to pay more now. Mergers and acquisitions are usually seen as a bellwether - a sign of how optimistic corporate leaders are on the economy. The pace of deals is up in the past month, but it's still down 16% compared to a year ago. But the fact that companies are willing to pay so much more than market suggests there is more optimism out there than the sluggish pace of deals would indicate.

    But the high prices could also reinforce how hard it is to get deals done. M&A professionals say one of the reasons there are so few deals is because buyers and sellers can't agree on prices. And with stock values on average still lower than they were five years ago, corporate executives and shareholders often think their companies are worth considerable more than where shares have been trading. That's forcing acquirers to pay up.

    M&A usually has a herd mentality. But today's deals could inspire few copycats. Shares of CB&I, for instance, dropped 14% since the Shaw deal was announced and five of analysts downgraded CB&I citing the deal's high price. That might scare other CEOs away from inking similar deals.

    Nonetheless, at least for now, the higher prices are mild good news for M&A bankers, many of which have been facing the biggest drought of their careers. Wall Street firms are paid based on the price of a deal. So higher prices mean individual deals may be more profitable, even if overall fees are down. The biggest winner appears to be Morgan Stanley (MS), which has been on one of the sides of five of the 10 deals with the largest premiums. But on three of those deals, Morgan advised the buyer, not the seller. Credit Suisse has worked four of the deals, each time representing the seller.