These aren’t great times for CBS. It’s no longer the network ratings champ; its radio business is dragging; and a recessionary economy is bad news for a company dependent on advertising revenue. So it isn’t exactly surprising that the company felt it needed to do something dramatic. What’s surprising is that it has chosen to shell out almost two billion dollars to buy CNET Networks, a venerable but not very profitable Internet company. Both companies’ executives promised that the deal made perfect strategic sense. It turns CBS into a “top-ten presence” on the Net, giving it access to those eighteen-to-thirty-four-year-olds whom advertisers love, and it allows for cross-promotional opportunities across myriad media. CNET’s C.E.O., Neil Ashe, claimed that it will make the two companies “bigger, bolder, and better than we could be apart.”
That’s what they all say. In fact, corporate marriages only rarely end in bliss—many studies have found that most mergers and acquisitions do little for the acquiring company’s bottom line. A KPMG study of seven hundred mergers found that only seventeen per cent created real value, and that more than half destroyed it. And a McKinsey study of mergers that took place in the nineteen-nineties found that less than a quarter generated excess returns on investment. Perhaps CBS’s experience will be different, but shareholders clearly don’t think so. The day the deal was announced, the company’s stock price fell by almost two and a half per cent.
Investors are right to be skeptical. To begin with, the logic of the deal depends on the myth of synergy, an idea that appeals to executives’ sense of themselves as magic-workers. As Warren Buffett once put it, executives see the companies they acquire as handsome princes imprisoned in toads’ bodies, awaiting only the “managerial kiss” to set them free. Unfortunately, most toads turn out to be as warty as they look, and magic kisses are harder to bestow than executives think. Only a few companies today—G.E. and Cisco come to mind—have been consistently able to take acquired firms and improve their performance and profitability.
Merger mania also rests on what you might call the fallacy of ownership—the assumption that you have to own a company to make money from its properties. In fact, much of what mergers are supposed to accomplish can be achieved through partnerships and alliances. Google has made deals to handle searches and advertising for companies like A.O.L. and I.A.C., giving it access to their customers without the hassle of an acquisition. And I.B.M. has, in recent years, marketed the products of its competitors Sun Microsystems and Novell, enabling it to expand its offerings and its potential customer base. If CBS and CNET had simply agreed to cross-promote each other’s brands and distribute each other’s content, CBS would have had many of the benefits of merging without the costs.
There are, of course, situations in which acquisitions do make sense. According to a recent meta-analysis of a number of merger studies, mergers that rely more on cost-cutting—combining back-office operations, eliminating redundancies, and so on—than on promises of vast growth are more likely to be successful. (The merger of J. P. Morgan and Bank One, for instance, led to more than three billion dollars in annual cost savings.) Acquisitions of smaller, younger private companies are usually wiser than acquisitions of publicly traded firms. They’re more likely to give you access to new technologies or products, and you’re more likely to be able to make the deal at a good price. In 2000, for instance, Microsoft paid less than forty million dollars to buy the video-game developer Bungie, the creator of Halo. In the six years that Microsoft owned the company, Bungie’s products generated well over a billion dollars in revenue for Microsoft. When you buy a publicly traded company, by contrast, you typically have to pay a steep takeover premium. And that matters, because, arguably, the best hope of making an acquisition work is doing the deal at a bargain price.
Unfortunately, the CBS-CNET merger fits none of the criteria for a good deal. The overlap between the two companies is limited, and so are the opportunities for cost-cutting. And, because CNET is neither small nor privately owned, CBS paid a forty-five-per-cent premium on CNET’s stock-market price. That means that, for the deal to work, it will need to improve CNET’s performance not by a little but by a lot. Rationally speaking, then, it’s unlikely that this deal will end up making CBS money. But the deal was not driven solely by that consideration. CBS is also trying to fight the perception that its business is slowly fading away. This isn’t unusual. C.E.O.s of public companies often feel what you might call the “grow or die” imperative—if the company isn’t growing briskly, they worry, investors will abandon it in search of better opportunities. This fear often has a basis in reality—Wall Street analysts, for instance, have been pressing CBS to do something to revitalize the company—and C.E.O.s should worry about increasing shareholder value. But while acquisitions, almost by definition, boost a company’s growth rate, they too often make it bigger without making it better.
It’s the rare C.E.O., of course, who’s comfortable presiding over a shrinking empire, and running a public company creates a bias toward action, if only as a way of convincing investors that you recognize your problems and are dealing with them. But history suggests that, when it comes to mergers, the best response is often to just say no. In effect, deals like the CNET acquisition are a bit like an aging outfielder taking steroids in order to stave off the boobirds. The difference is that steroids usually work.
译文:
并购?就现在?
CBS现在的日子可不好过。CBS已不是收视率冠军；广播业务在拖它的后腿；对于这个依赖广告收入的公司，经济衰可谓一大噩耗。因此，CBS想有些大动作也不那么出乎意料。出乎意料的是，CBS选择花上将近20亿美元收购CNET——一家老牌但业绩欠佳的网络公司。两家公司的总裁都认为这次并购有着完美的战略眼光。它使CBS成为网上“十大媒体"之一，让CBS的广告可以传达至广告商所青睐的18-34岁的观众群体，并形成网络与电视营销的互补。CNET的CEO，奈尔.艾什宣称并购使两家公司"比以前更大、更强、更好。"
参与并购企业的人都会这么说。事实上，企业“联姻”很少能有好结果——很多研究已经发现大多数的合并案和收购案，对收购方的好处不大。毕马威的一份对700个合并案的报告显示只有17%的并购产生了实际价值，一半以上的并购带来的是贬值或损失。麦肯锡上世纪九十年代的一项对并购的研究表明，投资回报只有25%。也许这次CBS的并购会有所不同，但股东们显然不予认同。并购宣布当天，CBS的股价下跌了将近2.5%。
投资者们的怀疑是有理由的。首先，并购的策略依赖于并购产生合作优势这一说法。而合作优势本身就是个模糊的概念，它需要企业的领导们能真正协同一致。巴菲特曾打过个比方：总裁们把被收购的公司看成是等待公主一吻的“青蛙王子”——看上去是青蛙，其实是英俊的白马王子。不幸的是，大多数蟾蜍像他们长得一样满身脓包，公主的那一吻很难找到地方下嘴。目前为止只有少数公司——能想到的有通用电气和思科——一直能提高收购来的公司的业绩和利润。
“疯狂并购”还源自所谓的“所有权谬论”——要想在一个领域赚钱就要买下这个领域的公司。事实上，收购者想要达到的目的可以通过合资和合伙而达到。歌谷Google通过给AOL和IAC这样的公司提供搜索和广告服务来获得他们的客户。IBM在近些年来也通过销售Sun和Novell的产品来拓展其产品线和开发潜在客户。如果CBS和CNET只是合作宣传对方品牌和共享内容，CBS同样可以获得并购所带来的受益而不必伤财。
当然，有效的并购是存在的。根据最近的一项对并购研究的“变化分析”，目标为降低成本（通过后台管理、消除冗余等方式）的并购比目标为规模效应的并购更容易取得成功（例如，摩根大通银行和美国第一银行的并购，每年为两家公司节约了30亿美元的成本）。收购较小规模较年轻的企业，要比收购上市公司更明智。这些企业能带来新的技术和产品，也能有更实惠的价格。例如，2000年，微软花了不到四千万美元收购了游戏商Bungie，游戏“Halo”的创造者。在微软拥有Bungie的六年中，Bungie的产品为微软带来了超过十亿美元的收入。相反地，当你买下一个上市公司，通常要支付一大笔收购溢价费。这很重要，因为收购价格对于一次并购能否成功是至关重要的。
不幸的是，CBS对CNET的并购不符合一次好合并案的任何条件。两家公司业务交叉部分有限，降低成本的机会也有限。而且，由于CNET既不是小企业也非私人企业，CBS多花了CNET股价45%的收购溢价。这意味着，要想让合并成功，就必须大大提升CNET的业绩。理性分析来说，此案不太可能让CBS赚钱。但此案并非完全是利润驱动的。CBS还在努力摆脱公众对其业务下滑的印象。这并不奇怪。上市公司的老板们经常会被所谓的“不扩张则玩完”的规则所左右——如果一家公司不能蓬勃发展，CEO们会担心投资者将弃之而投它。这种忧虑是有根据的——例如，华尔街的分析师们一直在敦促CBS采取措施让公司重焕新生——CEO们要想办法给股东赚钱。可并购虽然会提高一家公司的增长率，却常常只会让公司变大而非变强。
当然，很少有舒舒服服地掌管一个正在缩水的帝国或是一个上市公司的CEO，想要以行动让投资者知道你认识到了问题并在着手加以解决。但历史告诉我们，对于并购，最佳的回答常常是“说不”。实际上，CBS在CNET并购案中，有点像棒球赛中一个上岁数的外场球员，靠类固醇来避免主场观众的嘘声。不同在于，类固醇通常是有效的（并购则不然）。