Corporate acquisitions often fail for a simple reason: the buyer pays too much. An old Wall Street adage comes to mind: “Price is what you pay; value is what you get.”

When our investment firm purchases shares of a stock, we pay a price that is within pennies of the last trade. But when a company is acquired, the purchase price is negotiated during long dinners at fine restaurants and usually goes higher than the latest stock quotation.

How much above? Acquisitions have the elements of a zero-sum game. Both buyer and seller need to feel they are getting a good deal. The seller has to convince both directors and shareholders that they are selling at a high (i.e., unfairly good) price. The buyer, meanwhile, must convince its own directors and shareholders that they are getting a bargain. Remember, both are talking about the same asset.

This is where a magic word — which must have been invented by Wall Street research labs — comes into play: synergy. The only way this acquisitions dance can work is if the buyer convinces its constituents that, by combining two companies, they’ll be able to create additional revenues otherwise not available, and/or they’ll be able to eliminate redundant costs. Thus, the sum of synergies will turn the purchase price into a bargain.

Vitaliy Katsenelson

General Electric has been a poor investment over the last two decades largely because of poor capital allocation. The company lost a lot of value in its acquisitions — it bought businesses at high prices, relied on false or unfulfilled synergies, and sold (divested) at reasonable (or low) prices.

While price is the chief reason mergers and acquisitions fail, here’s another one: “dis-synergies” (a term you’ll never see in an acquisition press release).

Two corporate cultures simply may be incompatible. For instance, one company may have a strong founder-led culture, where decisions are made by a benevolent dictator, while at the other company, decisions are made by consensus. Such oil-and-water incompatibilities only get worse when the buyer and seller are not engaged in the same business.

A prime example is Hewlett Packard (now HP) — the old grandfather of Silicon Valley — which has been substantially gutted by large acquisitions. When the company acquired Compaq in 2002, HP’s unique engineering culture did not mix well with Compaq’s manufacturing culture.

Then, EDS (acquired in 2008) had a service culture, and Autonomy (in 2011) was a software company that actually ended up being a bag of bad goods (it used questionable accounting and overstated its sales). Each of these acquisitions severely damaged HP’s unique culture, and all were reversed through various spinoffs in recent years.

Acquisitions may also create a morale problem. The day before an acquisition is announced, people at the acquired company come to work as usual. They are not particularly worried about the future. The next day, their job security is suddenly at risk (remember, they are the potential “cost synergy”).

Instead of hanging out on Facebook, they are now on LinkedIn updating their profiles and networking. They worry about the sustainability of their paychecks (and finding new jobs) a lot more than how they can help this great, new organization that in fact may be about to let them go.

Finally, integrating businesses is difficult. Aside from culture problems, companies have to realign global supply chains, move or combine headquarters, and integrate software systems. In large companies, this task is like merging two highly complex nervous systems.

Accordingly, while the acquisition press release may tout synergies, the price tags and dis-synergies (i.e., risks) that come with the deal are left unsaid.

Clearly, acquisitions can create value. But when a company grows through acquisitions, its management needs to have a specialized skill set that is often different from that used to run day-to-day operations.

It’s important to examine the motivations of management when they make acquisitions. When management feels that the business, on its own, is threatened by future developments, their acquisitions will have a “Hail Mary” sort of desperation blanketing them — and  corresponding price tag.

Vitaliy Katsenelson is the CEO at Investment Management Associates, which is anything but your average investment firm. Not receiving his investment articles? Sign up here.

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3 responses to “The Simple Secret Behind Why Acquisitions Fail”

  1. Great insights. I think an interesting additional fact is that in order to get the “synergy”, systems have to be consolidated. Roughly seven out of ten systems implementations fail and roughly the same ratio of transactions fail (depending on whose numbers you believe). There is a great deal of evidence that “culture trumps strategy” so I believe that compatible cultures are most critical for success, closely followed by a very detailed validation of compatible processes that will be automated by systems. This validation needs to be driven into a very conservative analysis, plan and estimate of the time and cost of system consolidation and that must be carefully woven into the overall analysis of the “synergies” that are possible.

  2. So true. Every academic research paper i’ve read for the last twenty years have said the same thing. I suspect that the only synergy involved is the increase in executive pay for running a larger company and the fees that the “consulting firms” earn.

  3. Sounds like a paper written by a disgruntled after-the-fact compliance accountant justifying his cynicism! There are many M&A transactions that have worked well for companies as a growth strategy. They have to be well planned and executed. It is not a zero-sum game. A Seller does not always desire a deal unfair to the purchaser. The Buyer doesn’t always buy the company for its current earnings (typically the value function) but for the potential he or she sees in the opportunity. The price of the “consulting firms” would decrease if more people were capable of getting out of their comfortable bill-by-the-hour compliance gigs and risk not getting paid for the opportunity to earn a part of accomplishing the goals of a seller. The examples cited had nothing to do with over-payment of value but poor strategy and execution. I never let the possible poor execution of the buyer affect the value of a company!

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