The financial, economic and psychological forces behind the incipient M&A boom
IMAGINE YOU are the boss of a public company. Normally you are busy making decisions, visiting outposts, talking to customers, suppliers and employees. The meetings are endless. You have little time for reflection. Then, suddenly this spring, after a bout of firefighting, the diary is bare. You sit in your study, hiding from the family, and ruminate—about what your firm lacks, about what it has too much of. You call a friendly investment banker and say: “I may need to do a deal soon.”
The results of such stay-at-home strategy sessions are now apparent. The past few weeks have seen a burst of M&A activity. There are merger deals of all kinds, in all parts of the world, across many industries—from tech and health care to banking and publishing. The dealmakers at investment banks are joyful. The last time things were this busy, they say, was in 2007-08.
Shareholders have some call to fear the worst. There is a weighty body of literature, some of it dating from the stockmarket bust of the early 2000s, that says mergers do not create value for the acquiring company. More recent research is more nuanced. Mergers overseen by serial acquirers tend to add to value, it finds. Once M&A gets going, things can quickly get out of hand, of course. But this early in the economic cycle, and in the unusual circumstances, mergers are more likely to have a coherent logic to them.
To understand the burgeoning M&A boom, go back to January and February. Bankers had a full pipeline of deals. Then the pandemic took hold. A dealmaking CEO had to think again. If you had a merger in the works, you pulled it. You couldn’t project numbers with confidence. You didn’t know if you could afford a deal, or finance it. Even then, the calls with bankers never stopped. In place of black-tie events came virtual schmoozing—from one home study to another.
The deal pipeline started to thaw in June or July. Announcements have been coming thick and fast since. A lot of this is down to market conditions, which quickly turned favourable and have remained so. Equity prices have roared back from their lows of late March. The companies with shares that rallied first—technology and health care—found themselves with a highly valued currency with which to pay for deals. The corporate-bond market has reopened with a vengeance, making debt finance available. Interest rates are at rock bottom and likely to stay there for a while. Private-equity firms have a lot of unused capital (“dry powder”) to call upon.
But financial conditions are not the only explanation. The economy is another. The pandemic has given companies new problems to solve and made some existing ones more pressing. M&A offers a fix. Debt-laden firms need to sell assets. Buyers want to plug some strategic holes. The rationale for a deal might be to secure supply chains, to diversify across geographies, to acquire a specific (often digital) capability; or simply to bolster revenues or cut costs when the outlook for profits is rather bleak. Some of the transactions that are happening now are deals of opportunity, says Alison Harding-Jones, head of M&A in Europe, the Middle East and Africa for Citigroup, a bank. And some are deals of necessity. Covid-19 has created winners and losers across industries, but also within them. CEOs of winning companies may find that the acquisition on their lockdown wishlist is available. Those of losing companies must simply try to sell wisely.
Both kinds will be wary of the response from shareholders. The risks of getting the price wrong or of underestimating the hassle of integrating acquisitions are ever-present. But deals that have a decent-looking strategic case are likely to be given the benefit of the doubt. Serial dealmakers will get the most leeway. Research from McKinsey, a consultancy, finds that companies that do lots of smallish acquisitions over time tend to add value to them. Such “programmatic acquirers” take more care in assessing targets, aligning M&A with broader corporate strategy and integrating their purchases.
As a rule big, one-off deals are riskier. The dangers seem small now but will grow the longer the M&A boom goes on. Bosses will start to worry that their dealmaking rivals look more in command of events. They will be prone to the ill-advised, grandiose merger. When the boom is all over, a few such souls will find themselves back in the study at home, but this time because they no longer have an office to go to, asking themselves: “Why did I do it?”
“shall”用在合同中,同样是助动词,后面跟实意动词,表示“…….有义务做某事”、“……得做某事”、“……应做某事”等,强调法律上的一种义务,违反这种义务就意味着违约。只有在极少数情况下用“. ..shall have the right to.. .”或”... shall be entitled to. ..”,表示“……有权做某事”。当然, "must”也可以用来表示“必须”,但其“法言法语”意味远没有“shall”浓厚,因此,在日常的英文合同中,"“shall”更多地得到律师和法官的偏爱。
1、Neither Party shall assign the whole or any part of the Con-tract or any benefit or interest in or under the Contract.
2、Both Parties shall treat the details of the Contract as private and confi-dential，except to the extent necessary to carry out obligations under it or tocomply with applicable Laws. The Contractor shall not publish,permit to bepunished，or disclose any particulars of the Works in any trade or technicalpaper or elsewhere without the previous agreement of the Employer."
3、The Contractor shall keep，on the Site, a copy of the Contract,publications named in the Specification，the Contractor's documents ( ifany ) , the Drawings and Variations and other communications given underthe Contract. The Employer's Personnel shall have the right of access to allthese documents at all reasonable times.
4、The Contractor shall disclose all such confidential and other informationas the Engineer may reasonably require in order to verify the Contractor'scompliance with the Contract.
5、lf the contract is avoided and there is a current price for thegoods，the party claiming damages may, if he has not made a purchase orresale under article 75，recover the difference between the price fixed bythe contract and the current price at the time of avoidance as well as anyfurther damages recoverable under article 74. lf，however，the party clai-ming damages has avoided the contract after taking over the goods，thecurrent price at the time of such taking over shall be applied instead of thecurrent price at the time of avoidance.
6、By written notice to the SELLER，the BUYER REPRESENTATIVEmay at any time delegate any of his authority to any nominated deputy.Such-notice shall specify the precise authority of any such deputy and shallbe sent to the SELLER REPRESENTATIVE.
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