To: Chuzzlewit who wrote (2984 ) 7/30/1998 5:53:00 PM From: Geoff Nunn Read Replies (1) | Respond to of 6021
Chuz, we're in complete agreement about the negative consequences of stock-for-stock transactions in which firms paper over reality and mislead their shareholders. This, in itself though, is not so much an objection to how the deal is financed as it is to the accounting system pooling of interests. Perhaps the best way to handle your concern is to address the problem directly and reform the pertinent accounting rules. Concerning dilution, I'm not sure I understand what you're so phobic about. If dilution resulting from a merger implies lowered EPS, or a lower growth rate in EPS, that's one thing. Yet, if one or both of these occur, the problem as I see it isn't dilution per se. The real problem is that the acquiring firm is paying too much for the acquiree. The problem is that the terms of the merger are wrong. If the acquiring firm overpays for the shares of the acquired firm, there's going to be unfavorable dilution no doubt about it. But if the buyer does its homework and gets the terms of the merger right, there shouldn't be a dilution problem. If a well managed firm like Dell were to finance a new assembly plant by issuing shares of stock, I wouldn't expect you to object despite the dilutive effects. After all, Dell wouldn't have a lot of excess cash lying around. Dell's alternative to dilution would be to sell bonds. Using cash would not be an option. You have a good point that using shares of your own stock to acquire another firm sends the message that your stock is cheap (overvalued). Yet, couldn't the same argument be made if you use cash to finance a buyout? How is it that an acquiring firm just happens to have excess cash lying around? Why hasn't it been using its cash for share buybacks? It appears to me that failure to do share buybacks sends the same wrong message, which that the stock is cheap (overvalued). Geoff Geoff