Aswath Damodaran on Acquisitions: Simply Say No

Aswath Damodaran has a blunt message for corporations contemplating an acquisition: “Don’t do it.”

“I firmly consider that acquisitions are an habit, that when corporations begin to develop by acquisitions, they can not cease,” he instructed the viewers on the CFA Institute Fairness Analysis and Valuation Convention 2018. “Every part concerning the M&A course of has all of the hallmarks of an habit.”

That’s why he titled his presentation, “Acquirers Nameless.”

And like each habit, the acquisitions behavior exacts a heavy toll from its abusers and those that depend on them.

“If you happen to have a look at the collective proof throughout acquisitions,” Damodaran mentioned, “that is probably the most worth harmful motion an organization can take.”

Methods to Create Worth

The dilemma comes all the way down to how corporations generate development. And it turns on the market are actually solely a handful of methods that may accomplish that, Damodaran mentioned, referencing information from a McKinsey examine.

“The easiest strategy of making development traditionally has been to provide you with a brand new product,” he mentioned. “Have a look at Apple. Between 2001 and 2010, the corporate went from being a $5-billion firm to a $600-billion firm and so they constructed it on the iPhone, the iPad. Mainly new product, new product.”

However creating new merchandise is like taking part in the lottery. If you win, the payoff is big, however wins are uncommon and losses frequent. “Consider the distinction with Microsoft’s new merchandise in 2001 and 2000,” Damodaran mentioned. “You may’t bear in mind any of them, proper?”

The second finest technique for development is growth, both into a brand new market or by discovering new customers inside your market. Coke and Levi’s went world within the 1980s, Damodaran defined. As for locating new customers, he pointed to over-the-counter painkillers: “You understand how a lot larger the aspirin market acquired as soon as individuals found it was probably one thing you could possibly take to not have a coronary heart assault?”

The third simplest strategy, McKinsey discovered, was to develop or keep market share in an increasing market. “Consider Apple and Samsung between 2011 and 2015 within the smartphone market,” Damodaran mentioned. “Apple’s market share truly decreased between 2011 and 2015, however their worth elevated. Why? Just because the smartphone market itself was rising. If you’re in a rising market, it provides you this buffer to have your market share drop off and nonetheless develop.”

Firms may also attempt to enhance market share in a secure market, however that’s even much less efficient at attaining development and is usually worth harmful. As a result of to accumulate that market share, it’s important to lower costs. “You’ll get the next market share however your margins collapse,” he mentioned. “Your worth, in reality, turns into rather more unpredictable.”

After which McKinsey will get to the dregs, what Damodaran calls “the very backside of the barrel.”

What’s the very worst solution to develop?

“Go do acquisitions,” he mentioned.

The proof isn’t in dispute: It’s piling up and fairly nicely disseminated. But the business has but to achieve all-time low. “That is one thing we’ve identified for 40 years,” Damodaran mentioned. “And as you have a look at M&A examine after M&A examine, collectively this isn’t a course of that creates worth, and I’m afraid the illness is spreading.”

After all, in the event you’re the focused firm, being acquired is a good factor. Your inventory worth goes up. “Targets win,” Damodaran mentioned. “You get up the following morning and thank God for capitalism . . . You’ll by no means need this course of to cease. It is a gravy practice that’s going to maintain giving.”

Why is that? As a result of buying corporations are inclined to overpay. By lots.

“I’ve seen corporations destroy 20 years of exhausting work in at some point with one acquisition,” he mentioned. “I bear in mind when Eastman Kodak was a terrific firm. It was one of many Nifty Fifty, thought-about a rare well-managed firm. Till the day they purchased Sterling Medication, a development firm within the pharmaceutical enterprise.”

How pharma and cameras and movie match collectively was not particularly intuitive. “They claimed synergy,” Damodaran mentioned, “Overpaid by $2.2 billion and that was the start of the top for the corporate as a result of after that no one trusted them.”

Reverse Synergy

Examples like this abound. And the phrase synergy tends to pop up fairly a bit.

Certainly, in response to a KPMG examine of about 9,000 mergers, synergy was probably the most typically cited rationale.

“Synergy sounds magical,” Damodaran mentioned. “However let’s put our price hats on. If there may be actually synergy, what’s it? The place will it present up? How will I worth it? How a lot ought to I pay for it, proper?”

Step one is to worth each the buying and goal corporations as stand-alones. Then add these two values collectively. The third step is to take the mixed firm and add in no matter kind synergy will take. That may imply a lift in income development, decrease value of capital, elevated market share, and many others.

“Worth the mix firm with these modifications put in, and what it’s best to get in step three needs to be increased than the sum of values you bought in step two,” Damodaran mentioned. “The distinction is the worth of synergy. That’s it.”

So what share of mergers even have synergy?

In round half of the mergers KPMG studied, there wasn’t any proof of synergy, in response to Damodaran. And in about one third of the mergers, there was proof of reverse synergy. “You understand what that’s, proper?” he requested.

McKinsey has made comparable inquiries for the final a number of a long time. One of many questions they ask: Does the merger create a return on capital?

“Once more in two thirds of all mergers, what they discover is the mergers fail that quite simple capital budgeting query with synergy included within the returns,” Damodaran mentioned. “And right here’s probably the most last and most damning proof that mergers don’t work: Are you aware half of all mergers are reversed inside 10 years of the merger? The corporate that did the acquisition section lastly exhibits up and says, ‘Didn’t work.’”

Given this mountain of collective proof that corporations  pay an excessive amount of for acquisitions and that they destroy extra worth than they create, why are they nonetheless so fashionable? Why is the second of readability nonetheless so elusive?

Damodaran believes that the rationale for this lies not within the offers themselves however reasonably within the M&A course of itself. “The ecosystem is full of people that feed your habit,” he mentioned. “Beginning with who? Beginning with consultants who are available in and say, ‘Your development appears to be leveling off. We now have simply the proper resolution for you.’”

Then the standard deal includes 4 gamers: the buying agency, the goal agency, and their funding bankers. All of whom probably are incentivized to finish the deal.

“There may be not pushback on this course of, proper?” he mentioned. “Are you going to be the skunk on the social gathering saying, ‘You understand what, guys? That income development won’t present up.’”

So what implications does this have for Damodaran as an investor?

“I’ve 53 shares in my portfolio and I’ve one set off that can lead me to promote the shares immediately,” he mentioned. “You do an enormous acquisition, I’m out of your inventory. I don’t care what justification you give me. As a result of I do know my historical past. If you happen to do an enormous acquisition, the percentages are loaded up towards you.”

In different phrases, simply say no.

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All posts are the opinion of the writer. As such, they shouldn’t be construed as funding recommendation, nor do the opinions expressed essentially mirror the views of CFA Institute or the writer’s employer.

Picture courtesy of Paul McCaffrey

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Paul McCaffrey

Paul McCaffrey is the editor of Enterprising Investor at CFA Institute. Beforehand, he served as an editor on the H.W. Wilson Firm. His writing has appeared in Monetary Planning and DailyFinance, amongst different publications. He holds a BA in English from Vassar Faculty and an MA in journalism from the Metropolis College of New York (CUNY) Graduate Faculty of Journalism.

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