阳狮-宏盟合并闹剧：暴露并购交易阴暗面

     或许大家起初都没有料到这样的结果。

    上周四晚间，全球两大广告巨头阳狮集团（Publicis）和宏盟集团（Omnicom）宣布取消去年签署的并购交易。这笔交易公布于去年年中，当时，一波类似的并购交易潮刚刚露头。按350亿美元的提议收购价，如果交易达成，它的交易规模将跻身市场前列。

    如今，并购交易潮还在持续。最近，医药公司辉瑞（Pfizer）出价1,010亿美元收购竞争对手阿斯利康（AstraZeneca）。阿斯利康则表示：“不了，谢谢”。但就算不情不愿，类似交易也并未止步。不妨问问Men's Wearhouse和Jos. A. Banks，这两家公司在一番来来回回的拉锯战（包括被指任人唯亲）之后最终达成了交易。研究公司Dealogic的数据显示，今年迄今为止，全球已公布的并购交易总额已经达到了1.3万亿美元，是2007年以来企业并购开局最好的一年。

    阳狮-宏盟交易不是这股并购潮的发端，但它的确起到了推波助澜的作用。CEO们也摆脱不了从众心理。投资者也不能，他们通常都会为并购交易欢呼，只是今年没那么明显。就算各家公司的高管层还在继续收购，但2014年的市场基本上波澜不惊。

    有两种不同的方式可以解释为何并购会发生。一是公司出于战略考虑而合并。两家公司出售的商品互补。他们认为，合并后能更好地服务客户，或者能生产更好的产品。1加1等于3，如果是由华尔街来讲这个故事，结果可能还会等于10。又或者，两家公司面临一些威胁，比如互联网，需要扩大规模才能生存下去。这就是必要的并购。

    第二种并购原因纯粹是CEO的贪念。大多数研究显示，尽管存在薪酬绩效政策与高管薪酬委员会，决定高管薪酬的最大因素仍是投资者认为这家公司价值几何。要推高公司市值，最简单的方式之一就是进行并购。当然，要想真正捞到好处，您必须保证在交易结束后仍然能够保住CEO的位子，这就是讨价还价的真正内容所在。因此，在这个世界上，CEO们总是在寻找具有战略合理性的并购交易，而实际目的就是为了获得更高的个人薪酬。

    通常，并购还有第三个理由，就是削减成本。但大家可能会说，CEO们只是希望能削减企业成本，拿出更多的钱发给他们自己。如果你是一个愤世嫉俗的人（如果你选则的是第二种解释，那你确实就是一个愤世嫉俗的人）你可以把将第二种和第三种解释综合起来。

    所有的并购潮可能都包含一些这样的交易，你可能希望更多的是第一种，而不是第二种。但是，没错，一些并购潮是受到贪念、而非业务的驱动。

    去年当阳狮-宏盟公布合并交易时就标榜为第一类并购。两家公司的CEO——阳狮集团的莫里斯•列维和宏盟集团的约翰•雷恩表示，科技正在改变广告业。如何让客户掏钱已经不那么像大家在《广告狂人》（Mad Men）中看到的那样拼文案，更多的是拼对大数据的利用。跟谷歌（Google）这些公司竞争，唯一办法就是扩大规模。

    现在，这桩并购取消了。根据两家早先的声明，大家可能认为列维和庄恩会说，这对于两家公司是一个可怕的怀消息。并购交易取消后，列维的表态如下：“我们会增长得更快。”

    等等，什么？

    那么，到底是什么导致这宗并购告吹？看上去似乎是因为他们无法就谁来掌权达成一致。

    它被视为是一场对等并购，但出于会计目的，必须有一家是收购方。列维和雷恩曾经承诺共担CEO职责，但不能一直搞两套管理班子。必须有一位CEO掌管管理团队。这最终将决定几年后谁会成为唯一的CEO。

    年长一些的列维原本认为可能放弃CEO职位，但他不愿意让雷恩的CFO占据公司第二把交椅。如今，并购交易已经取消，似乎表明，这场并购更多是贪念、而非业务驱动。

    如果是这种情况，大家可能会问，当前的并购潮到底属于什么类型？最新一波交易是否真的有益于经济和市场？辉瑞-阿斯利康交易将打造一家具有庞大研发能力的医药巨头。但似乎每个人都认定，主要的驱动因素是避税。我们看到，越来越多的并购背后的驱动力都是希望少交点税。

    好消息是投资者们没被忽悠，或许正因为如此，今年的市场才没有起色。坏消息是，这似乎不会阻止CEO们想办法增加自己的收入。（财富中文网）

    Maybe it just wasn't meant to be.

    On Thursday evening, Publicis and Omnicom (OMC) called off a merger that the two advertising giants inked last summer. The deal was announced at the beginning of a wave of such announcements in the middle of last year. And at a proposed $35 billion, it was going to be one of the largest.

    And it has continued. Recently, drug company Pfizer (PFE) offered $101 billion to buy rival AstraZeneca (AZN). AstraZeneca said no thanks, but even unwillingness hasn't stopped mergers this go around. Just ask Men's Wearhouse (MW) and Jos. A. Banks (JOSB), which finally struck a deal after a back and forth that included claims of cronyism. So far this year, $1.3 trillion in deals have been announced globally, the strongest start for corporate combinations since 2007, according to research firm Dealogic.

    The Publicis and Omnicom deal didn't get the merger wave started, but it certainly gave it momentum. CEOs are not immune to groupthink. Neither are investors, who generally cheer mergers, though not apparently this year. The market is mostly flat in 2014, even as executives continue to get hitched.

    There are two different ways to explain why mergers happen. The first is that companies pair up for strategic reasons. The two companies sell complementary products. Together, they say, they will be able to serve customers better, or make better products. One plus one will equal three, or more like 10 if Wall Street is telling the story. Or perhaps the two companies face some threat, say the Internet, and they need to grow bigger to survive. This is called the merger of necessity.

    The second explanation for mergers is that it is all about CEO greed. Most studies show that, despite pay-for-performance policies and the existence of executive compensation committees, the biggest determinant of executive compensation is how much investors think a company is worth. One of the easiest ways to push up your market cap is to do a deal. Of course, to really benefit, you have to end up as the CEO at the end of the combination, which is what the haggling is really about. So, in this vision of the world, CEOs are constantly looking for deals that they can justify as strategic but are all about getting a bigger paycheck.

    There is often a third justification for deals, and that's cost cutting. But you could argue that CEOs are only looking to cut costs in their businesses so that they can free up bucks to pay themselves more. So if you are cynical -- and if you picked the second explanation, you are -- then you can just lump explanations two and three together.

    It's likely that all merger waves contain some of both of these kinds of deals -- and you just hope it is more the first than the second. But make no mistake, some merger waves are driven more by greed than good business.

    When the Publicis and Omnicom combination was announced last year, it was clearly pitched as being in the first category of mergers. The CEOs of the two companies, Maurice Levy of Publicis and John Wren of Omnicom, said that technology was changing the business of advertising. Getting clients to spend money was less about the pitches you see in Mad Men, and more about harnessing big data. The only way to compete with Google and others was to grow bigger.

    Now, the merger is off. Based on their earlier statements, you would expect Levy and Wren to say this is horrible news for the two companies. Here's Levy after the merger was called off: "We will grow even faster."

    Wait, what?

    So what doomed the merger? It appears that they couldn't agree on who would run the place.

    It was supposed to be a merger of equals, but one company had to be the acquirer for accounting reasons. And while Levy and Wren pledged to split the CEO job, you couldn't have two C-suite executives all the way down the chain of command. One CEO had to get the management team. And that, in the end, would decide who ended up being the full CEO in a few years.

    Levy, who is older, was supposed to give up the job, but he wasn't willing to let Wren's CFO take over the No. 2 position at the company. And now the deal is off, which makes the justification for the merger seem like it was actually more greed than good business.

    And if that is the case, you have to ask, what kind of a merger wave are we actually in? Is the latest crop of deals really good for the economy and the market? The Pfizer-AstraZeneca deal will create a pharmaceutical powerhouse with massive R&D capabilities. But everyone seems to have concluded that the main thrust is all about avoiding taxes. We have seen more and more deals that seem to be driven by a desire to pay Uncle Sam less.

    The good news is that investors are not fooled, and perhaps that's why the market isn't up this year. The bad news is that doesn't appear to be stopping CEOs from searching for ways to boost their paychecks.