在合并的欲望涌动：并购趋势与分析外文翻译

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1、中文3364字，1980单词，10400英文字符本科毕业论文外文翻译  外文题目：    Surge inurge to merge: M&A Trends and Analysis  出     处：    Journal of Applied Corporate Finance            作     者：     Michael J.Mauboussin      

2、;                     原文：   Surge in the Urge to Merge: M&A Trends and Analysis  by Michael J. Mauboussin, Legg Mason Capital Management*    We may be at the front end of another mergers and acquisition (M&A) boom. Histori

3、cally,upswings in deal activity have coincided with improvements in the economy and the stock market. Figure 1 shows the relationship between deal volume and the price level of the S&P 500 Index over the past 15 years. Te strong rally in equities of the March 2009 lows, sharply improved credit c

4、onditions, solid non-fnancial corporate balance sheets, and companies seeking to enhance their strategic positions all point to more deals. Notably, research shows that companies making acquisitions in the early part of the cycle deliver better returns to their shareholders, on average, than those t

5、hat act toward the end of the cycle.            Source: Bloomberg, Reuters estimates； data through 2009.     After reaching an all-time high in 2007, M&A activity tumbled during the next two years, refecting the financial and economic tumult. While 2008s d

6、eal volume was respectable given the stock markets sharp decline, the deals were heavily skewed toward the frst half of the year. Announced activity was weak in 2009, but the fourth quarter was the strongest of the year, refecting the improvement in equity and credit markets. For all of 2009, global

7、 M&A volume was roughly $2 trillion, about half of the average level over the past five years.    During the deep recession of the past two years, falling earnings and limited access to capital made executives more risk averse. As a result, frms slashed expenses, squeezed their balance

8、 sheets, and reined in growth initiatives. Tis has allowed companies to generate healthy free cash fows and to sustain strong fnancial positions. While consumer and government debt may be of concern, the balance sheets of many companies are solid. As the recovery gains momentum, companies are again

9、setting their eyes on growth.     M&A activity tends to rise and fall along with the stock market, and almost every company is either involved in a deal, or afected by one, at some point. For instance, research suggests that roughly 2-3 percent of public companies are acquired in any g

10、iven year. Often, a move by one competitor triggers cascading moves by its competitors hoping to sustain their competitive position. Mergers and acquisitions play a large role in shaping competitive landscapes and can have a large impact on corporate value.    Many companies and investors

11、do not have a frm grasp on how M&A deals create or destroy shareholder value. Companies do deals for a host of reasons, including the pursuit of growth, diversifcation of their businesses, or to consolidate an industry. And companies often feel compelled to do a deal simply because other compani

12、es in their industry are doing them. Generally, companies, investment bankers, and investors assume that deals that add to earnings per share are virtuous. But for an acquirer there is ultimately only one test of a deals merits: whether it creates shareholder value. Since investors have a strong inc

13、entive to properly evaluate a deals economic value, the stock price change following an announcement is often an excellent barometer of a deals merit.    On this point, however, the evidence is far from reassuring. Research shows that roughly two-thirds of public M&A transactions destr

14、oy shareholder value for the acquiring companies. In addition, the markets initial reaction to a deal is a reasonably unbiased predictor of long-term value creation. Mark Sirower and Sumit Sahni, consultants versed in M&A economics, looked at the persistence of returns for deals that the market

15、initially deemed favorable or unfavorable. While the initial response wasnt always the final say, about one-half of deals with positive initial reaction stayed favorable one year later, while roughly two-thirds of deals with initial negative reactions remained unfavorable.   One important reaso

16、n that so many M&A deals fail to create value for buyers is that acquirers tend to overpay for targets. A host of factors might explain this tendency, including an overly optimistic assessment of market potential, overestimation of synergies, poor due diligence, and hubris. But while deals are h

17、armful for the shareholders of acquirers on average, some buyers do create value. Acquirers can increase their chance of success by paying low premiums and executing on operational improvement. Te research points to another reason some acquirers succeed: good timing.     A recent study by

18、three professors of management showed that companies that do deals early in an acquisition wave generally enjoy share-price rises, while those that buy later tend to sufer stock-price declines. Acquirers at the beginning of a wave see their shares increase more than 4% above what would be expected,

19、based on past performance and market trends, over the three weeks following the M&A announcement Buyers acting roughly two-thirds through the wave see average declines of approximately 3%. Returns actually improve somewhat later in the wave, but are still vastly below those of the early-movers.

20、   Te professors defned an acquisition wave as any six-year period where the peak year of acquisition activity was twice as high as the base year, and where there was a subsequent decline of greater than 50%. Te sample included over 3,000 companies in a wide range of industries from 1984 t

21、hrough 2004. All returns were adjusted for market factors.    There are several benefts to acting early in a cycle, including choosing from a greater pool of potential targets and the ability to buy assets cheaply. Naturally, the larger the number of potential acquisition candidates, the m

22、ore likely it is that a buyer can fnd a suitable target. Further, companies that move early can generally do deals at cheaper prices usually against a background of economic growth than companies that act late in the cycle. Finally, benefits to moving early are most pronounced for industries that ar

23、e growing and stable.    Underperformance for late movers is generally the result of taking strategic action based on the previous action of other firms. While early movers can scan the landscape for the besttargets, late movers act less rationally and with greater haste,often leading them

24、 to acquire suboptimal targets at elevated prices. Bandwagon pressures motivate the late movers to focus on social cues. As a result, they assume other companies have superior information and plunge into deals without fully considering the strategic implications.     Bandwagon pressures al

25、so help explain why returns improve late in the wave. Te pressures subside as the M&A boom simmers out, allowing frms to complete more rational assessments of acquisition targets and their values. Even so, the latest movers still generate shareholder returns that lag those made by early movers.

26、Finally, the form of financing plays a role in determining shareholder returns for acquirers later in the cycle. Companies that finance their deals primarily with cash see smaller declines in their shares than companies that use their own equity. Setting the Stage There are two basic types of acquir

27、ers: strategic and financial. Strategic buyers are companies that use M&A as a tool to implement corporate objectives. The most common rationales for doing deals include industry capacity reduction, product or market line extension, geographic rollup, indus-try convergence, and M&A as resear

28、ch and development.Strategic buyers generally assume that they can realize significant operational synergies, which justifes the premium they pay for their targets.    Financial buyers are typically private equity frms that acquire companies, business units, or assets and seek to improve their operating performance. Te substantial use of debt private equity frms typically use $3-4 dollars of debt for every $1 of equity