Dilemma of deciding if a cut-price asset is a bargain

Financial Times
07-Oct-2008

Financial turmoil is forcing some companies, especially in banking and financial services, to consider break-up or takeover at prices a fraction of those they would have received in the good times. But whereas the likes of Bank of America (NYSE: BAC - News) , Lloyds TSB and JPMorgan have piled in to acquire attractive assets, citing the "opportunity of lifetime", other companies are sitting on their hands. While it is still unclear when the financial storm will abate, how should a board judge whether an asset is a bargain?

THE LAWYERRobin JohnsonThis is a question of confidence more than due diligence. Will a board in hindsight be criticised for risking a stable position to expose the business to the risk of a distressed acquisition? All acquisitions are full of risk and, in these times, the risk is greater. BuiIding risk into the price, ie a potential discount to market, and ringfencing the downside, are key - the ringfencing can be "unlocked" later. Using equity rather than debt to pay for the acquisition or assuming liabilities is sensible in these markets: a potential reduction in earnings per share will be looked on more favourably than a big exposure to leverage. Culture is also key. An experienced acquirer with a strong internal integration culture is well-placed in these markets - outside the financial services sector a number of big US strategic buyers with a strong integration culture are seeing significant value- creation opportunities as private equity becomes introspective. But, if your business rarely enters the fray of mergers and acquisitions, it is caveat emptor and it may be best to sit on the sidelines and wait. The writer is M&A partner at Eversheds

THE ACCOUNTANTNoel Gordon Doing nothing in the current environment is the easiest option because of the extent of uncertainties around the world economy, the complexities of accurately valuing assets and the difficulty of raising capital to fund acquisitions. No surprise, then, that many banks are cautious about "bargains''. The crucial step is good preparation so that, when an opportunity does arise, the board of directors can make an informed and calm decision. Four factors matter for the board: one, does the target provide a long-term competitive advantage? Two: does the target put pressure on capital ratios that might threaten future solvency or liquidity? Three: is the target a good cultural and strategic fit? Four: can we buy the attractive parts only? A strong capital base is paramount for bank stability. In a market of false bottoms, it is critical for the board to maintain the confidence of shareholders and customers. So, more important than bargain-hunting is the skill and capability of the management team to capture the benefits of acquisitions and bring shareholder value. Finally, a stress test on valuation and cash flows is imperative. This is the main lesson learnt from the current crisis: never rule out the "black swan" event.The writer is global head of Accenture's banking practice

THE ACADEMICJames DowSome investors hope today's prices will soon look like bargains. It's natural to believe that, if these businesses can weather the next year, their values will recover. Finance researchers do accept that risk premiums can go up during a bust although quantifying this is not a precise science. This does not mean that gains are all low risk but, rather, that expected reward per unit of risk may be high. How can this happen? First, many potential investors are capital-constrained or face margin calls so they cannot invest. Second, managers may avoid takeovers because of risk to their reputations, and fund managers may fear withdrawals from clients who do not fully trust their skill. Third, there may be irrational psychological factors. Before investing, ask yourself: first, am I investing my own money or money that belongs to shareholders or clients who really trust me? Second, have I got the cash? Third, am I confident I won't panic and that I can hold the investment until other people have finished panicking and values go up?The writer is professor of finance, London Business School

THE CONSULTANTChris OsborneIt is not just unclear when the financial storm will abate - it is also unclear how. Meanwhile, with fear still in the ascendant, risk tolerance at a record low and the compounding effects of marking-to-(an illiquid)-market taking their own toll, it must be the case that there are buying opportunities for those who hold their nerve. Those bargains, however, are really open only to those who have the capacity to take on additional risk. Until it is clearer precisely what form of government intervention will eventually cause the storm to abate - and it is at least clear that some such intervention will be required - the extent of additional risk that a buyer takes on in snapping up a bargain will remain very difficult to quantify. Lloyds TSB's acquisition of HBOS looks valuable - the creation of the UK's largest retail financial services group with competition concerns waived - but the potential impact of a downgrade in ratings for the combined group could still be severe. So how should a board judge? In truth, a failing competitor is probably a good buy as long as you can have some confidence that it won't take you down with it.The writer is managing director at LECG, which specialises in economic and financial analysis

Companies: Bank of America Corp ;Eversheds LLP ;JPMorgan Chase & Co ;Lehman Brothers Holdings Inc ;Lloyds TSB Group PLC ;Merrill Lynch & Co Inc ;Bank of America Corp ;Lehman Brothers Holdings Inc ;

Ticker Symbols: uk:LLOY; us:BAC; us:JPM; us:LEH; us:MER; NYSE:BAC; NYSE:LEH;

Subjects: Company News; Mergers & Acquisitions; Prices;

Countries: United States of America;

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