ArgumentFrameworkDeals and M&AValuationIncentives
Accretion is arithmetic; whether a deal was worth doing is a different question
Aswath Damodaran · Session 25: Acquisition, a Value Destroyer?
The idea
Whether a deal adds to earnings per share is a consequence of how it was paid for: cheap debt or a high-multiple stock buying lower-multiple earnings accretes almost regardless of merit. Whether the deal created value is a separate question, and Damodaran's lecture reviews the evidence on how acquirers answer it: on average, acquiring firms' shareholders lose and targets' gain, and the pattern has persisted for decades. The lecture then asks why firms keep doing it, and the answers are about incentives, overconfidence and the advisers who are paid when deals close. For a candidate, the lesson is to answer the accretion question and then, unprompted, the value one.
Answer accretion with arithmetic and value with evidence, and never let the first stand in for the second.
When it works
Any M&A interview, any accretion-dilution question, and any board case where accretion is offered as the reason to proceed.
When it may fail
Averages hide the deals that worked, and a strategic buyer with real synergies can create value while the market punishes the announcement. The evidence is a base rate, and the base rate is bad.
How to use it
Run the Accretion-Dilution lab and get the EPS answer. Then write one paragraph on value: what was paid against what the target was worth alone plus synergies, and who captured the difference. Trian's Gillette letter is that paragraph, ten years on.
Where it came from
Video Session 25: Acquisition, a Value Destroyer? · Aswath Damodaran (NYU Stern)
What the source says. Damodaran reviews the evidence that acquisitions on average destroy value for the acquirer's shareholders, and asks why firms keep making them.
Connected ideas
Takes it further
Synergies are worth something only once they are valued rather than assertedA synergy is a change in cash flow, growth or risk; value it as one, and only then compare it with the premium being paid.
Puts it to work
The acquired brand's market share is the cleanest test of an acquisitionJudge an acquisition by what happened to the acquired brand's share of its market afterwards; the number is public and hard to argue with.
Says something similar
Invert the question, and look at the incentives firstAsk what would make this fail and who is paid for what before asking anything else.
Concepts
Put it to work on L3VLUP
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