Читать книгу Applied Mergers and Acquisitions - Robert F. Bruner - Страница 85

The creative destruction view of M&A activity suggests that potential and actual M&A activity will occur in industries and company settings where forces of economic turbulence are particularly active. How one does this is straightforward to describe, and challenging to implement. First, one should listen to both markets and firms. Listening to markets is a “top down” approach of gathering insights. Listening to firms is a “bottom up” approach. The two approaches are complements, and are used by the best analysts in concert.

But where should one begin the listening process? Here, again, are two approaches, which complement each other. On one hand, it is useful to analyze the data that tells the story of the performance results of firms and industries: financial data, market share, cost information, and so on. This first approach could be considered “inside out” because it starts with the details and works toward generalizations. On the other hand, one could build an image of turbulence starting from qualitative information, opinions, and summaries of various sorts, and from these work toward more detailed M&A implications for industries and firms. This second approach would rely on newspaper and magazine articles, securities analyses, CEO speeches, opinion columns, and so on. This second approach might be thought of as “outside in” because it uses aggregative ideas to develop detailed implications.

Combining these two methods with the “what” and “where” approaches yields four styles of monitoring M&A activity and opportunities, as given in Exhibit 4.6. Ideally, no “listening” style should be used in isolation. But as a practical matter, the limitations of time and other resources may force the listener to follow one style. Each style is associated with a successful practitioner; there is no one right approach. The data-intensive “inside out” styles demand strong data-gathering and analytical abilities. Appendixes 4.1 to 4.4 offer some further guidance for ways of implementing an “inside out” approach. The more intuitive “outside in” styles demand an unusual skill in seeing broad patterns and deducing the implications of those patterns.

EXHIBIT 4.6 Styles of Listening for Turbulence, and the Resulting M&A Activity or Opportunities

	Listen to Markets (“Top Down”)	Listen to Firms (“Bottom Up”)
Start with Hard Data (“Inside Out”) You can see a pattern of performance results and want to profile the source of turbulence and ultimately the M&A opportunity.	Dig into performance results for industry averages, and for individual players. Then step back and ask, “What turbulence is contributing to this industry’s results?” and “Where is the M&A opportunity in this industry?” Practitioner: J. P. Morgan.	Dig into very detailed performance results for individual firms in the industry. Then step back and ask, “What turbulence is contributing to this firm’s results?” and “Is there an M&A opportunity in this firm?” Practitioners: Carl Icahn; Michael Price; Warren Buffett.
Start with Ideas (“Outside In”) You can identify the source of turbulence, and seek to determine its impact and ultimately an M&A opportunity.	Start with the concept of major change events and develop the implications for the aggregate industry and for the rivalry among players in the industry. Ask, “What is the impact of the turbulence on this industry?” and “Where is the M&A opportunity in this industry?” Practitioner: Bruce Wasserstein.	Start with the concept of major change events, and proceed immediately to develop implications for the target firm. Ask, “What is the impact of turbulence on this firm?” and “Is there an M&A opportunity in this firm?” Practitioners: risk arbitrageurs.