适合 - 并准备打架

Good times seem to bring out the hostility in some CEOs.

In recent months several high-profile hostile transactions have been launched -- some consummated, some rejected, others pending. The most notable is giant software maker Oracle Corp.'s $7.25 billion unfriendly offer for competitor PeopleSoft, which continues to fight Oracle's advances (see table). Investment bankers and analysts expect 2004 to see much more hostile activity.

Hostile deals -- unsolicited offers to buy a company -- are on the upswing for the same reasons M&A in general has revived of late: Buoyant stock prices, a stabilizing economy and a rebound in corporate profits have made CEOs feel confident enough about their own businesses to consider acquisitions they avoided during less certain times -- particularly hostile deals, which can be more disruptive than friendly transactions.

"Hostile mergers and acquisitions activity is the ultimate statement of CEO confidence," says Donald Meltzer, the veteran global co-head of M&A at Credit Suisse First Boston, which is representing Oracle in its PeopleSoft bid. "It's a very strong statement that the CEO believes that they have the support of their board, institutional investors and that they can very effectively implement an acquisition," Meltzer explains.

在去年结束的熊市期间，这场勇敢者肯定没有。据纽约研究公司摊牌，2003年，2003年，2003年仅持续的4％的合并是敌对的，下降了1999年的8％。

Another factor that could underpin a surge in hostile deal making is the lower premiums paid in recent friendly deals. In 30 percent of U.S. mergers in 2002, for instance, acquirers paid a premium of at least 50 percent over their target's stock-market value on the day before the announcement, according to U.K. research firm Zephus. But last year only 28 percent of companies paid that high a premium, while 44 percent paid a premium of 25 percent or less. Low premiums in friendly deals tend to attract unsolicited bids from third parties that are willing to pay up a bit. That will "absolutely mean we could see more hostiles this year," says Edwin Mountifield, who heads research for Zephus.

Moreover, the stigma associated with junk-bond-wielding corporate raiders and their swashbuckling hostile takeovers has abated. Companies that once eschewed the tactic for fear of having it turned on themselves now see unsolicited offers as an acceptable path toward acquisitions that add value for shareholders.

“这么多的蓝筹芯片已经完成了[敌意优惠]它已成为可收购方的工具套件的一部分，”CSFB的熔体策略指出。“首席执行官并不担心对他们的声誉的影响，如果它有助于他们实现其目标，他们会考虑它。”

不过,不友好的交易涉及更大的risk and financial resources and should be used carefully, says Morton Pierce, head of the M&A group at New York law firm Dewey Ballantine. Among the issues he identifies: "Is the CEO willing to pay enough to attract the attention of the [target's] shareholders and put pressure on the board? Will he be in there for the long haul?" He adds, "It takes more commitment and involves being able to tolerate more risk."

尽管如此，股票价格可能会在没有定价因素的情况下继续升起一段时间。这就是为什么Meltzer预测2004年敌对和总体并购活动的10％升高。实际上，根据Apporic，18美元，估价近110亿美元，在1月中旬待定。

Renewing hostilities
Hostile takeovers are expected to break out all over in 2004, as the merger market booms. Below is a sampling of the hostile deals launched last year.
Date announced	收购	Target	价值（$百万美元）
11/3/03	Intermagnetics General Corp.	Invivo Corp.	$ 98.0
10/9/03	EchoStar Communications Corp.	Loral Space & Communications	1,850.0 *
10/6/03	Mesa Air Group	Atlantic Coast Airlines Holdings	523.0
9/3/03	Ferrari Investments	Omega Protein Corp.	230.0
7/8/03	ArvinMeritor	Dana Corp.	5,684.5*
6/16/03	Investor group (Slim family)	Circuit City Stores	1,519.7**
6/6/03	Oracle Corp.	PeopleSoft	7,250.9
4/23/03	High River LP (Carl Icahn)	Hallwood Realty Partners.	318.3
4/16/03	CPB	CB Bancshares	273.3
4/3/03	Bradco Supply Corp.	Wickes	105.9
* Subsequently withdrawn. ** Subsequently rejected.
Source: Dealogic.