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2. Returns to bidders have fallen over time as the market for corporate control becomes<br />

more competitive; recent evidence finds bidder returns indistinguishable from zero or even<br />

slightly negative.<br />

3. The combined return of the target and the bidder (i.e., the measure of overall value<br />

creation) was slightly positive.<br />

However, these results are highly variable depending on the specific samples and time periods<br />

analyzed. The findings on the long-term performance of mergers and acquisitions are not any more<br />

consistent or encouraging. Agrawal et al. (1992) report that “shareholders of acquiring firms<br />

experience a wealth loss of about 10% over the five years following the merger completion.” Other<br />

studies‟ conclusions range from underperformance to findings of no abnormal postmerger<br />

performance. The strongest conclusions offered by Weston et al. (1999, 133 and 140) are that “It is<br />

likely, therefore, that value is created by M&As” and that “Some mergers perform well, others do<br />

not.” So much for the brilliance of the academy!<br />

If the academic literature seems ambivalent about judging the financial wisdom of M&A decisions,<br />

the popular business press shows no such hesitancy. In a 2002 special report, BusinessWeek carefully<br />

analyzed over 300 recent deals valued at $500 million or more and reported, “Fully 61% of buyers<br />

destroyed their own shareholders‟ wealth” (Henry and Jespersen 2002). This value destruction is<br />

primarily attributed to overpaying for the target. These dismal results hold for both the acquirer‟s<br />

short-term and long-term performance, and are by and large predicted by investors at the time of<br />

announcement. An early article exploring the same topic makes the point that poor performance is not<br />

a benign result, and places the blame squarely on corporate CEOs (Zweig et al. 1995).<br />

All this indicates that many large-company CEOs are making multibillion-dollar decisions about<br />

the future of their companies, employees, and shareholders in part by the seat of their pants.<br />

When things go wrong, as the evidence demonstrates that they often do, these decisions create<br />

unnecessary tumult, losses, and heartache. While there clearly is a role for thoughtful and wellconceived<br />

mergers in American business, all too many don‟t meet that description.<br />

Moreover, in merging and acquiring mindlessly and flamboyantly, dealmakers may be eroding<br />

the nation‟s growth prospects and global competitiveness. Dollars that are wasted needlessly on<br />

mergers that don‟t work might better be spent on research and new-product development. And in<br />

view of the growing number of corporate divorces, it‟s clear that the best strategy for most<br />

would-be marriage partners is never to march to the altar at all.<br />

—BusinessWeek, October 30, 1995<br />

A 1996 survey of 150 companies by the Economist Intelligence Unit in London found that 70% of<br />

all acquisitions failed to meet the expectations of the initiator. Coopers & Lybrand studied the<br />

postmerger performance of 125 companies and reported that 66% were financially unsuccessful. In<br />

summary, there is extensive evidence that most mergers benefit the acquired company at the expense<br />

of the buyer‟s shareholders.<br />

We now turn our attention to three specific M&A transactions. (See Exhibits 17.5, 17.6, and 17.7.)<br />

While not the most recent deals, these are all well-known companies and brands, and as examples they<br />

very clearly highlight the all-too-common pitfalls. As the BusinessWeek articles painfully show,

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