Invest in acquiring companies
There are different arguments made for investing in
acquiring companies and target companies. Consider first the arguments that are
made for investing in acquisitive companies.
- Invest
in small companies that have found a way to speed the growth process. Through the last four decades and especially in
the last one, companies like WorldCom, Tyco and Cisco adopted strategies
that were built around acquisitions to accelerate the growth process.
WorldCom, a small telecomm company, showed that size does not have to be
an impediment when it acquired MCI, which was several times its size in
the late 1990s. Tyco acquired companies in different businesses, rapidly
expanding its business mix and changing its character as a company during
the same period. Most famously, Cisco went from being a small company in
the early 1990s to briefly being the largest market capitalization company
in 1999, with a market capitalization close to $ 500 billion. Investors in
all three companies also earned extraordinary returns during the period on
the money that they had invested in these companies.
- High
Growth and it is cheap (at least in your accounting statements): To understand why investors were attracted to acquisitive
companies, you have to begin by first recognizing that most investors like
to see growth and most do not care whether that growth comes from internal
investments or from acquisitions. You have to follow this up by understanding
how acquisitions are accounted for in accounting statements. If accounting
rules allow firms to show the benefits of the growth from acquisitions, in
the form of higher revenues and earnings, but hide (at least partially)
the costs of the acquisitions, it should come as no surprise that
acquisitive companies can look very good on a number of accounting dimensions.
Earnings and revenues will grow rapidly while little additional investment
is made in capital (at least as measured in the financial statements). For several decades in the United
States, firms were allowed to use ÒpoolingÓ when doing acquisitions, if
they qualified on a number of dimensions. If an acquisition qualified for
pooling treatment, only the book value of the asset of the company that was
acquired was shown in the balance sheet and not the market value
represented by the acquisition price. Thus if $ 10 billion was paid for a
company with a book value of $ 1 billion, the new assets would show up
with a value of $ 1 billion (the book value) on the balance sheet but the
extra $ 9 billion that was paid would essentially disappear into the
footnotes.
- The
CEO as genius: One common feature that
you often find in acquisitive companies is a high profile CEO, with a gift
for self-promotion Ð Bernie Ebbers at WorldCom, Dennis Kozlowski at Tyco
and Jack Welch at GE come to mind. This provides the second rationale that
is often provided to investors for buying these companies. These CEOs, you
will be told, are geniuses at the acquisitions game, often able to acquire
companies at low prices and turn them around to deliver high values.