Do record market highs have corporate executives running
scared, or are they getting smarter, or are they just feeling plain
competitive?
Whatever's happening out there, the number of big-ticket
mergers and acquisitions seems to be swelling like a tidal wave.
There are mind-numbing figures floating around, like U.K.-based
Vodafone's (VOD) $55 billion rival offer for AirTouch Communications
(ATI), announced earlier this year.
Then there's all the talk of a pending mega hook-up
in the auto industry. On Friday, meanwhile, talk focused once again
on the telecom sector. Shares of British telecommunications group
Cable and Wireless (CWP) surged almost 8 percent on speculation
that Germany's Deutsche Telekom (DT) may make a bid.
One thing's for sure -- there's going to be plenty
more talk and action in the months ahead, if the merger pundits
are right.
Just look at the stock market -- one of the prime
motivators for the M&A explosion. U.S., U.K., and key Continental
bourses posted double-digit gains last year, even though emerging
markets and hedge fund chaos broke out in the fourth quarter.
The second wave
At least one correlation stands out in this picture:
when markets surge, so do M&As. Last year in Europe, it was
another record M&A year, with roughly $600 billion in completed
deals -- including combinations between U.S. and European companies
-- according to figures from Morgan Stanley Dean Witter and IFR
Securities Data.
"There's obviously a relationship between [the number
of deals] to the [high] level of the market, which is a great inducement
to exchange paper," said John Hatherly, head of research at the
U.K. fund managers M&G Investment Inc. Indeed, share swaps have
become the norm among companies teaming up.
That's a big change from the last merger tidal wave
of the 1980s, when M&As were fueled by huge levels of bank debt
and large helpings of risky junk bonds. Morgan's Gary Dugan, a European
equity analyst, said most shareholders from those days ultimately
turned up negative returns. That's since changed. He said his group
tracked 29 M&As deals over the past two years, through July,
and found that the average outperformance rate was 8.7 percent.
It pays to be big
Corporate executives, meanwhile, are also finding
other reasons to ring up counterparts at home and abroad. As global
market economies cool their heels this year, competition is going
to take a further toll on corporate pricing power, not to mention
corporate profits. In this kind of world, it pays to be big.
"I think you'll find the driving force behind those
deals will be diminishing pricing power and the constant need to
cut costs. A lot of companies are competing in a much more difficult
global environment, and they see the advantage of being a market
leader," Hatherly said. Hatherly says the M&A boom will be concentrated
in four big-cap sectors -- oil, telecom, pharmaceuticals, and banks.
Victor Basta, the London managing director of the
M&A advisors Broadview (which specializes in IT, telecom, and
media), says the bigger a company the better the revenue growth
multiples tend to look. For instance, U.S. companies with a market
capitalization between $50 million and $1 billion on average have
multiples of 1.25 percent, while those with more than 1 billion
pounds (near $1.65 billion) have a multiple of 3.6 percent.
On the FTSE Information Technology, which contains
31 companies, those with market caps of less than $163 million have
average price/earnings ratios of 13.7, while those over $400 million
have price/earnings ratios of 57.9. Merging, Basta says, "is [almost]
all you have to do to maintain earnings growth at a greater multiple."
Can't we all get along?
That, of course, depends on who's merging, and how
well top management ends up getting along. Certainly as big companies
in different countries come together, there's the danger of culture
and ego clashes in the boardroom. That's one of the anxieties still
surrounding Deutsche Bank AG's takeover of Bankers Trust (BT), and
the so-called merger of equals between Germany's Daimler (DCX) and
American's Chrysler Corp.
Mark Howdle, head of European equities at Salomon
Brothers Smith Barney in London, thinks there are other things to
worry about, too -- namely the prospect of an overheated market.
As chief executives watch their share prices take flight, are they
keeping a cool eye on their balance sheets? Howdle worries that
some may be on a runaway train.
"Maybe six out of ten [M&As] can be defensible,
but four out of ten are probably questionable," he said. He thinks
some are getting distracted by the euphoria, forgetting to focus
on hard valuation.
He says European shares have managed in one week to
attain the kind of valuation levels his group had predicted for
the year. While he believes the market reflects fair value at the
moment, he thinks these levels can't be sustained.
"Markets will continue to get pushed up for a while,
and then people will focus on valuation. They'll ask, are we paying
too much for shares? At the the moment we're fairly valued, but
[soon] maybe they won't be," he cautioned.
Laura Diamond is a senior writer with InvestmentLife.com.
She may be reached at ldiamond@investmentlife.com.