Print this article
BOOK REVIEWS: The Light And Dark Sides Of Mergers And Acquisitions
Tom Burroughes
16 December 2013
Maybe it was just coincidence but it was hard not to smile
when two sharply contrasting books about mergers and acquisitions came in the
mail a few weeks ago. And they arrived just as I was writing about yet another
wealth management M&A deal, in this case the decision by Credit Suisse to
sell its German banking arm to ABN AMRO. (Credit Suisse has been a busy bank in
this regard in 2013.) There has been plenty of M&A in the wealth space over
the past year or so, and not just among the larger institutions: Credit Suisse
selling Clariden Leu (Europe), Julius Baer
buying the non-US wealth arm of Merrill Lynch, etc. There remain rumours,
fairly widely circulated, that Societe Generale wants to sell its Asia private
banking arm; Italy’s Generali has put the Swiss-headquartered BSI bank up for
sale. Quilter and Cheviot in the UK have joined up; plenty of smaller-scale
wealth boutiques were snaffled up by aggregators as regulatory cost pressures
have intensified. All in all, there’s been plenty of M&A about. But in the
back of the mind is the nagging question: who really benefits from all this?
And what of the actual clients? There are plenty of studies, such as from the likes of
consultants Bain & Co, saying that most M&A destroys more value than it
creates and, further, that many mergers and acquisitions end in divorce and
tears, with only advisors and lawyers making much out of it. Am I being a
typical cynical journalist? It appears not. And judging by the two books I
received, there is plenty of anecdotal and statistical evidence to suggest that
far too many M&A deals are driven by wishful thinking. The books couldn’t be more different. In the sober,
analytical corner of the ring is Masterminding
The Deal: Breakthroughs In M&A Strategy & Analysis, by Roger W
Mills and Peter Clark. Clark is a management
consultant and senior teaching fellow at University College London. Mills is an
advisor to banks, firms and investors, as well as a professor at the UK’s Henley
Business School.
This is a book for number crunchers, for the analyst, for the business school
student and financial officer. There are patches of colour to leaven the bread a little,
such as Chapter 1 and “The Next Merger Boom Is Already Here”. There are plenty
of statistics to flesh out the points; at the back there is, much to this
writer’s relief, a handy glossary of all the terms. In reading this 334-page
book, the student will learn quite a lot about when to avoid getting involved
in mergers at all. One of the key terms in the whole book is acquisition
purchase premium, or APP: This refers to the amount paid for a target firm in
excess of that firm’s indicated market value (market cap) measured on the
difference between the share price of the target at bid and a share price 40 or
more days prior to the initial expression of interest. If you are a serious student
of M&A, and you want to avoid falling into pitfalls and damaging, rather
than benefiting, your business, then this book is for you. It is, in fact,
pretty easy reading in some ways. The authors realise that analytical doesn’t
have to be dull. It is not bed-time reading, though. In the jazzy corner of the ring, by contrast, is a book that
really is about entertainment, albeit with a few morality tales along the way.
Anyone who has read Liar’s Poker or Barbarians at The Gate, and, perhaps,
watched the Oliver Stone movie Wall
Street will be interested in a book with the arresting title (and people
are actually arrested in this book), A
Giant Cow-Tipping By Savages. The book is by John Weir Close, a former
writer for the Wall Street Journal
and Financial Times, as well as
founder of The M&A Journal. Where
the Mills and Clark book is measured and dry, he is salty and breathless. A
whole cast of larger-than-life characters, often coarse, rude, highly driven
and ferociously clever, compete for space in a book that celebrates
eccentricity. And at times, the impression given is that the reason people did
M&A was for kicks. This book features characters such as legendary (or
infamous, depending on your view) buyout operator Carl Icahn; the late Jimmy
Goldsmith; advisors and operators such as Marty Lipton and Bill Ackman. The
author is unafraid to tread into the political and ethnic minefield of noting
that many of these characters come from America’s Jewish community. In some
ways, Close’s book seeks to portray this collection of characters as people
pushing against the old, WASP-dominated business establishment. The book
strikes quite an affectionate tone – Close comes to describe, not mock, these
men and even celebrate their brashness, courage, and creativity. It is,
however, a delicate balancing act to get right. Early on in the book I got a
bit queasy about sentences such as this (page 7): “Yet again, as happened so
often in their history, the Jews somehow found their own methods to carry them
past such barriers. They became expert in taking over companies against the will
of their existing executives. The white-shoe law firms and elite investment
banks found this simultaneously distasteful and tantalising as medieval burghers
viewed the lending of money at interest.” The author mostly avoids any hint of
ethnic stereotypes, however, which is to his credit. Can I recommend this book? Well, during a recent spell of court
jury service, when I was waiting to be called to a case, I took this book with
me to pass some of the time and I read all 296 pages of it pretty rapidly. If I
have a criticism it is that there are so many details blown together in this
book, with such a gallery of characters and terms that I found it exhausting to
keep up with it all. And at the end of it, I am not sure what I learned other
than a lot of M&A is about ego; greed, over-confidence and that some of the
deals (think Time Warner-AOL) were examples of madness. I am not sure if any of the wealth management M&A dramas
of recent months will create the kind of excitements that go into Close’s book,
which, as far as readers of this publication and its sister news services are
concerned, is just as well. If there is one take-home point from both books, it
is that if M&A does not produce long-term gains for manager and client,
best not to enter the game in the first place.