Apr 07 2009
Mergers and Acquisitions, part 2
Valuations get way out of line during such times, and this was surely the case in both the 1920s and the 1990s. The result was the same in both cases, as well: a market crash (in one case abrupt, in the other prolonged) and an end to the merger movement of the time. The merger wave of the 1920s was fueled by excessively rising stock prices. The nature of most of the mergers of the decade was vertical. The antitrust laws in place at the time could be used to successfully attack horizontal mergers. However, these laws and those who were charged with the duty to enforce them lacked either the power or the will to attack vertically-based mergers. Accordingly, companies began integrating from the raw material phase to the consumer phase, and those kinds of mergers were not as successfully attacked as horizontal mergers. As might be expected, the stock market crash of the late 1920s and the market and economic depression that followed in the 1930s brought an end to the second merger movement.
Investors were generally uninterested in stocks during the World War II years of the 1940s and the Korean War years of the early 1950s. However, by the end of the 1950s, equity buying came back a bit. By the early to mid-1960s equity prices retained and held the levels of market peaks of the late 1920s and different kinds of mergers started coming about. These forms of mergers have persisted in various ebbs and flows to the present time: conglomerate mergers. These forms of mergers are neither vertical nor horizontal, as was the case in the two earlier merger waves.
Conglomerate-type mergers, which are very difficult to attack with the traditional application of the antitrust laws, became the state-of-the-art merger form in the 1960s. Once again, rising stock prices and, at times, a detachment of share value and price provided a currency by which such mergers could be accomplished. Earnings per share calculation (net income divided by shares outstanding) became a common form of financial analysis at the time, and, as long as an acquiring firm bought a company with a lower price/earnings ratio, they could be pretty well assured, simply on a mathematical basis, of increasing their earnings per share through the merger.
Interesting also is the frequent use of the security form favored at the time to accomplish many of the mergers of this era. Convertible securities came into common use and were most popularly employed in the most recent merger wave. Such securities, while not strictly common stocks, were convertible into common stocks, often with unique and arcane conversion privileges.
These securities fueled the third merger wave and were predominantly responsible for coining the title of the most recent merger movement as the “funny money merger movement.” This merger wave, with various fits and starts, continued through the 1990s, but was brought to a conclusion by the bear market that followed.
Accordingly, the three merger waves in U.S. financial history have some differences in merger forms (horizontal, vertical, and conglomerate) and financing methods, but also some commonalties in being fueled by irrational stock market exuberance and ending in cataclysmic events.
Comments Off
