企業并購溢價創11年新高
????越來越多的公司提出了令人難以拒絕的收購溢價。 ????周一,位于美國中西部(嚴格按法律來說是位于荷蘭,但負責運營的是休斯頓郊區的一個辦公室)的芝加哥橋梁鋼鐵公司(Chicago Bridge & Iron Co.)同意以每股46美元的價格收購位于巴吞魯日(Baton Rouge)的競爭對手、能源建筑公司紹爾集團(Shaw Group),比后者在上周五的26.69美元收盤價溢價72%。 ????芝加哥橋梁鋼鐵公司并不是唯一一家愿意支付高溢價的公司。上周,中海油(Cnooc)宣布以每股27.5美元、總價151億美元收購加拿大石油公司Nexen,比后者在交易前的股價溢價61%。 ????上述兩宗并購交易在今年的最高溢價榜上僅分別排在第七和第九位。今年1月,百時美施貴寶(Bristol-Myers Squibb)以每股26美元的價格收購了生物科技公司Inhibitex,溢價高達163%,成為今年以來溢價最高的并購交易。 ????通常來說,買家會溢價收購對方的全部股份。但今年的收購溢價高于以往。追蹤并購交易的Dealogic公司表示,上市公司收購溢價平均為25%,高于2011年前七個月的23%,創下2001年以來的新高。 ????目前尚不清楚為什么收購方愿意支付更高的溢價。并購交易經常被視為風向標,表明企業領導者對經濟的樂觀程度。上個月,并購交易數量有所增加,但與去年相比仍然減少了16%。然而,企業卻愿意支付如此之高的溢價,說明企業領導者對經濟的樂觀程度要高于緩慢增長的并購交易數量所顯示的情況。 ????但高溢價也說明了實現并購交易的難度。并購專家表示,并購交易數量如此之少的一個原因是收購方和被收購方無法就價格達成一致。平均來看,現在股價仍然低于五年前的水平。企業高管和股東們常常認為,自己公司的價值要大大高于股價。這種想法迫使收購方不得不支付更高的溢價。 ????并購交易常常存在跟風心態。但如今,這種情況已經極為少見。比如,在收購紹爾集團的交易公布之后,芝加哥橋梁鋼鐵公司的股價下跌了14%,有五位分析師以收購價過高為由下調了該公司的股票評級。這種情況可能會使其他CEO不敢再簽訂類似的并購交易。 ????然而,至少從目前來看,更高的價格對并購銀行家們來說是個令人溫暖的好消息,因為他們中的許多人正面臨著職業生涯里的最大“旱情”。華爾街公司按照并購價格來收費,所以更高的價格意味著個別交易可能更加賺錢,即使整體收費在減少。最大的贏家似乎是摩根士丹利(Morgan Stanley)。在溢價最高的十宗并購交易中,摩根士丹利代表了五宗交易的其中一方。但在這五宗交易中的三宗,摩根士丹利都是買、方而不是賣方的顧問。瑞信(Credit Suisse)參與了這十宗并購交易中的四宗,每次都是代表賣方。 ????譯者: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. |