梅莉莎的血拼~~談購併的成功要件 The Shopping of Marissa: Success Factors for Mergers and Acquisitions 姑且稱之為「梅莉莎的血拼」吧！梅莉莎．梅莉莎被稱為矽谷的黃金女郎，是雅虎的現任執行長。 2012年7月17日梅莉莎出任雅虎的執行長之後，就大舉併購各種公司。我們來看看她都買了些什麼： 2012年12月，買 OnTheAir, 2013年1 月，買 Snip.it，二月買 Alike, 三月買Summly and Jybe兩家公司，五月買 Astriol, Milewise and GopollGo 三家公司。而最引人注意的是今年五月用11億美金買小型社群網站Tumblr。 購併被認為是公司快速成長的重要方法，也是高風險的方法。因為購併的價格和後來得到收益兩相比較後，被認為是成功的購併案，其實不到30%。 你買的公司是在你公司未來發展的藍圖裏嗎？這樣的評估是在確定你是否做了一個好決定? 這情形就像一般人要買衣服時所面對的狀況，他必須考慮這衣服的風格是否適合他，或是他有什麼適當的場合可以穿這件衣服，而不是只看這衣服的價錢如何? 對於要購併的對象的評估也是一樣的。我們必須確定我們所看上的公司的技術是我們未來要的，然後我們才能去評估這價格是否合理。即使這個價格是合理的，但是兩個公司的產品組合沒有綜合效果，這就不是一個好的投資。(如果企業主認為某個公司的價格是相當的合理，未來也能持續的賺錢，但不是公司要發展的藍圖，他可以自己個人把它買下來。) 成功的購併有哪些要件呢： 一， 最好由大公司來買小公司。大公司在事業經營上通常有比較多的管理經驗，比較容易熟悉小公司的管理。而小公司一般缺乏經驗和能力去管理一個大的公司。所以以大公司來買小公司比較容易成功。 二， 最好同文同種。兩個公司的合併，不僅是高階經理人的溝通，而且也是中階經理人的溝通。所以兩個公司能夠運作順暢，同文同種是非常的重要。 三， 購併者公司的財務部門最好要能立刻的進註，並接管被購併者的財務運作。避免合併之後，許多費用升高，如購併前對自己員工加薪、或者高價購買不適用設備儀器之類。財務人員進駐可以消除不要的運作以節省成本，被購併公司也需要被認真仔細的查看公司的財務報表，看有沒有漏洞或是與購併之初評估不符合的狀況，也要限制去採買的物件，這類的問題要早些發現改善它。 四， 要派遣一位有聲譽的經理人去管理這個新公司。許多購併者會要求舊的主管階層仍要在工作崗位上二到三年，這是沒有問題的，但是要派前一位有經驗的主管去管理這個新公司。如果你不能夠換掉被購併者公司的領導人，很可能舊的模式和習性仍然繼續留在這個公司。 所有的購併都是用金錢去換取公司快速成長。如果購併者的公司不能取得和控制被購併公司的技術和市場，這就是失敗的購併。或者，購併的公司可以考慮去挖角一些真正的高手，因為公司現成有其它的技術和相關的資源，可以幫助這些高手，達到公司要的目標。 梅莉莎買了這些公司之後，並沒有經營，只留下一些有獨特專長的人員。由於梅莉莎沒有說他買這些公司的目的是什麼，我們沒有辦法適確的評估購併的效果如何? 梅莉莎只是解釋，雅虎沒有行動裝置、沒有行動裝置的作業系統、沒有瀏覽器、和沒有社群網站的平台，雅虎未來要拿什麼與人競爭? 梅莉莎已經參加了華倫巴菲特名人慈善午餐競標的活動。目前有22個人競標要與梅莉莎午餐，標價是七萬五千美金 (華倫巴菲特至少是一百萬美金起跳)。我們倒希望這個幸運又有錢，能夠與梅耶共進午餐的人，可以幫我們問問為何梅莉莎要買這些公司。當然，她應該不會回答這個問題，她何必透露自己的策略給競爭者呢? 梅莉莎的血拼~~談購併成功的要件 The Shopping of Marissa: Success Factors for Mergers and Acquisitions We could call what follows by the name “Marissa’s shopping.” Marissa Mayer, who is called the golden girl of Silicon Valley, is the current CE of Yahoo. Let’s take a look at her shopping list: She only came onboard in mid-July of 2012. But she bought Stamped in October 2012, OnTheAir in December, Snip.it in January 2013, Alike in February, both Summly and Jybe in March, and Astriol, Milewise and GopollGo in May. But the acquisition that caught the most attention was the recent May purchase of Tumblr for US$1.1 billion, causing the merger and acquisition topic to become hot again. Acquisition is considered a way for company quickly growth. However, Acquisition is also considered a high-risk way for company growth because of the high cost and difficulty returning investment. Only 30% of acquisition cases were considered successful. Is the company that you plan to buy on your company’s roadmap? Such an evaluation needs to be made in order to make a good decision. The situation is similar to that faced by a regular Joe buying clothes. He has to consider whether the clothes are his style or whether they are appropriate for a particular occasion or not. Such considerations obviously go beyond price alone. And the same is true for merger-and-acquisition analysis. We have to make sure that the technology that the target company has is consistent with our future needs, and only then can we evaluate whether the price is reasonable or not. And even if the price is reasonable, it likely wouldn’t be a good investment for a company if there was not some kind of synergy between the two companies’ product offerings. (If the current owner thought that the price for the takeover target was quite reasonable and believed that it could continue to make profit in the future, why wouldn’t the owner invest in the takeover target?) I have studied many merger cases to learn the business dynamics of such combinations. I think that there are four conditions for successful mergers: 1. The acquiring company should generally be considerably larger than the company being acquired. Big companies generally have much experience running a business, so they can more easily incorporate a smaller company. Small companies usually lack experience and talent to run a big company, and they also don’t have enough time to learn how to run a big company. Large companies that acquire small companies have a much greater chance of success than small companies that acquire larger companies. 2. Both the companies must speak the same language. The two merged companies’ communication will not only be among high-level staff but also among mid-level staff. So, it’s important that the two companies are able to communicate effectively and efficiently. 3. The acquiring company’s finance department must immediately take control of the new company operation to prevent high expenses after the merger. It needs to eliminate redundant operations to save costs, and it also needs to earnestly scrutinize the merged companies books to find any holes or discrepancies that weren’t discovered during the initial due diligence done prior to the acquisition, as access was likely restricted prior to purchase. Such issues need to be discovered early on such that corrective actions may be taken before problems get out of hand. 4. The merged company must hire a reputable manager to run the acquisition company’s business. Many merged companies require the original management to stay in their positions for two or three years. It has been found, however, that the acquiring company needs to hire a reputable manager to run the merged company who has experience in its field. If you don’t change the acquired company’s leader, you are quite possibly asking for trouble because there may have been problems with the acquired company that caused it to be sold. After carefully considering these four factors, the acquiring company should have a much better idea whether the price is reasonable or not. If you can’t obtain an appropriate acquisition target, or the price is too high to justify acquiring it, you can give up the acquisition. All acquisitions attempt to exchange money for quick company growth. If the acquiring company can’t obtain and dominate existing technology or markets, its acquisition is basically deemed a failure. So, the acquiring company needs to consider offering high salaries to attract talented employees to get the acquired company into good shape as soon as possible. Some companies that Marissa bought were only acquired to obtain some key individuals with special talent and technical skills. Due to the fact that Marissa didn’t say for what purpose she bought those companies, we can’t really properly evaluate what synergy will be garnered from those acquisitions. Marissa just explained that Yahoo is without mobile devices, without a mobile OS, without a browser, and without a modern social networking platform, the lack of which could make it difficult to compete in the future, hence, presumably, her acquisitions. Marissa is one of the people being “auctioned off” as a part of Warren Buffet’s charity luncheon. There have been 22 bids for Marissa and the current bid is US$75,000 (Buffet’s current high bid is at least US$1.00M). Maybe the lucky winner who gets the opportunity to have lunch with Marissa can ask her exactly why she bought those companies. But if so, she probably won’t answer because she likely doesn’t want to tip off Yahoo’s competitors to her strategy.
Posted on: Sun, 30 Jun 2013 01:16:07 +0000
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