研究表明大多数企业兼并效果不如人意

    美国国家经济研究局（National Bureau of Economic Research）本周发布的最新研究报告《以退为进》（Winning by Losing）由加州大学伯克利分校（the University of California, Berkeley）的教授进行。报告的结论是，虽然收购几乎总能赢得投资者的掌声，但最终会对公司（特别是股价）造成负面的影响。报告指出，收购方的股价在收购后三年的涨幅往往比同类公司落后50%。研究还发现，（通常被认为更保守的）现金收购结局往往比换股收购更糟糕。如果被收购公司不愿意接受收购方的股票，投资者自然也不愿意。

    失败的并购案例不胜枚举——《财富》杂志（Fortune）母公司时代华纳（Time Warner）在互联网鼎盛时期的一宗收购尤其如此。不过，尽管失败的并购不在少数，但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，很难验证如果不收购，情形会怎样？你怎么知道如果不进行收购，这家公司会有怎样的表现？

    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•彼得斯对热门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。

    或许人们会说，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。

    这对华尔街意味着什么？金融危机期间，投资银行因为过去的很多行为备受指责。有人质疑，将按揭贷款分割出售究竟给市场经济增加了什么价值。或许首先要提到的就是按揭债券。但一旦华尔街开始根据打包的按揭贷款抵押资产、出售CDS，要给经济增加价值？没门。如果说有什么成果的话，那就是因为华尔街的这些交易，市场经济以及99%的人们日子都大不如前了。同样，我们并不清楚投行的并购业务是否给市场经济带来了真正的价值。好消息是，没有证据显示是投行在拉郎配。往往是首席执行官们自己乐于投身这类前景堪忧的并购。但不管怎样，华尔街都是同谋，而且从中捞到了大量的油水。

    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 - the one done by Fortune's parent company Time Warner at the height of the dot.com frenzy was a particular doozy. But despite the many bad deals, economists have generally thought mergers are beneficial for companies. Afterall, 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.

    What does this mean for Wall Street? I-banks have been criticized for many of the things they did during the financial crisis. Some have questioned whether the dicing up of mortgages added any value to the economy. Perhaps on the first go around with mortgage bonds. But once Wall Street got to creating credit default swaps on synthetic tranches of mortgage collaterlized debt obligations, no way. If anything, the economy and the 99% ended up worse off because of all those Wall Street deals. Here, too, it's not clear the I-banks' M&A business is adding any real value to the economy. The good news is that there is no evidence that bankers are pushing companies to do these deals. CEOs are more than happy to launch into ill-fated combinations all on their own. Nonetheless, Wall Street is complicit in the game, and makes plenty of money off it.