M&A

Ben McLannahan

The denial from Chugai Pharmaceutical could hardly have been more emphatic.

No, Japan’s number three drugmaker by market capitalisation had nothing to do with news reports that Roche, its 59.89 per cent shareholder, was weighing a buyout of minorities, it announced on Saturday. Then it went on: “Chugai is in no way in the process of reviewing any plan to become a wholly-owned subsidiary of Roche, nor discussing with Roche about such a transaction.” Read more

Andrew Hill

Graves at the Père-Lachaise-cemetery in Paris

I’ve been wondering about the most suitable place to commemorate the death of the Omnicom-Publicis deal. How about Père Lachaise cemetery in Paris, where Oscar Wilde and The Doors’ Jim Morrison are buried?

A photo of Maurice Lévy and John Wren, respectively the bosses of Publicis and Omnicom, thumbing their noses at each other against a backdrop of moss-covered tombs would be just as appropriate in its way as the infamous deal-announcement image of the two men toasting one another, with the Arc de Triomphe in the background. Read more

John Gapper

Pfizer has finally made a public announcement of its interest in AstraZeneca. One of the main points of the deal, it turns out, is tax inversion – turning Pfizer into a UK-domiciled company.

Pfizer is making tax inversion a point of the proposed deal Photo: Bloomberg

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Ravi Mattu

I blame Wayne Gretzky.

Ever since the world’s greatest ice hockey player said a tearful good-bye to playing in Canada way back in 1988, his fellow Canadians have been smarting at the rules of big business.

Then, it was Gretzky’s move from snowy and quiet Edmonton to showy and glitzy Los Angeles. Now, 25 years later, the woes of BlackBerry, our one-time technological champion, have led some to wonder if national pride is again at stake. The putative bid by Toronto-based Fairfax Financial to take the company private has only added to the concern, with many analysts and investors unconvinced of the business case. Read more

The life and career of Ronald Coase, who died last week aged 102, spanned the century in which modern management developed. That is appropriate, because Coase contributed immeasurably to our understanding of the potential and limits of the basic management unit that is the modern company.

Andrew Hill

 

Ivan Seidenberg struck Verizon Wireless deal…

…with Vodafone CEO Christopher Gent in 1999

Verizon Wireless is one of those awkward corporate offshoots plenty of experts think are lucky to survive, let alone flourish into their teenage years. As I’ve written, the rough rule of thumb is that between half and two-thirds of business alliances and joint ventures fail. Yet while the 55-45 Verizon-Vodafone ownership of the US wireless group created plenty of headaches for both parents as it grew, from a management point of view it always looked pretty mature. Read more

Andrew Hill

Mick Davis’s departure from Glencore-Xstrata without serving a six-month transition period at the merged company is a classic dog-bites-man story. It looked inevitable even when my colleague Helen Thomas and I met him in January for an interview, but the Xstrata chief executive and cricket fan played a straight bat to questions about whether he would sit patiently in his office after what he plainly described as a takeover by Glencore. Read more

Andrew Hill

“Real business value”, “industry-shifting technology”, “unsurpassed innovation” or “accounting improprieties, misrepresentations and disclosure failures”? Or both?

Hewlett-Packard’s accolades for Autonomy’s technology are drawn from an HP “fact sheet” which is helpfully included in the “related links” HP provides from Tuesday’s withering online statement about an $8.8bn impairment charge. Most of the charge relates, HP says, to alleged improprieties at the UK software company the US group bought last year.

The announcement brings back into the open the sort of concerns that dogged Autonomy as Mike Lynch, its co-founder, built up the business – and that he always dismissed as untrue. Read more

Andrew Hill

Xstrata’s novel decision to allow its investors to uncouple their vote on whether to approve retention payments from their vote on whether to back a merger offer from Glencore is fascinating.

But it seems to me that Glencore and Xstrata are polling the wrong people. If it is true, as Xstrata chairman Sir John Bond and the non-executive directors say, that “without the ability to retain key Xstrata managers to run the combined group’s mining operations… the value proposition of the combined entity is at risk”, shareholders are still short of a piece of vital information. Read more

Andrew Hill

Shareholders in BAE Systems and EADS should know what they’re getting into. The FT’s Alison Smith laid out the governance pitfalls on Friday, and Steven Davidoff has pointed out for the New York Times’ Dealbook that setting up a dual-listed structure requires an “unbelievably complex set of agreements in which [the companies] agree to equalise their shares, run their operations collectively and share equally in profits, losses, dividends and any liquidation”.

But a picture is worth a thousand words, so here are three illustrations of the full horror of some dual-listed structures. Expect EADS-BAE, with the added political and defence ingredients, to be 100 times more complex. Nice work for investment bankers, corporate lawyers and company secretaries; hard work for everyone else.

1. This classic describes the consequences of Reuters’ 2008 merger with Thomson Corporation (from the 545-page prospectus that one investor likened to War and Peace). Easy to see why the Anglo-Canadian DLC ended up abandoning its London listing in 2009:

 

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Andrew Hill

The latest study from the American Finance Association’s Journal of Finance reaches a counterintuitive conclusion: perhaps over-confident CEOs are better innovators. Here’s what it says:

CEO overconfidence is associated with riskier projects, greater investment in innovation, and greater total quantity of innovation as measured by patent applications and patent citations even after controlling for the amount of R&D expenditure. In other words, the R&D investments of overconfident CEOs are more productive in generating innovation [my emphasis].

David Hirshleifer, Angie Low and Siew Hong Teoh rightly point out that this may go against the grain for most business commentators (myself included), who “often point to examples of headstrong, overconfident CEOs who made disastrous decisions”. Read more

Andrew Hill

My favourite bon mot from Richard Rumelt, the UCLA strategy expert whose interview fuelled my column this week, was his comment that in any boardroom discussion of strategic options, acquisitions should be “guilty until proven innocent”.

Prof Rumelt’s new book Good Strategy/Bad Strategy makes clear he is no fan of M&A. “The problem with engineering growth by acquisition,” he writes, “is that when you buy a company, especially a public company, you usually pay too much.” Read more