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Stocks as a group may
well frustrate investors for the next few months. But if past
is prologue, today's weakness will translate into tomorrow's
strength. You can profit if you pick the most-likely consolidation
candidates.
"We've seen all this happen before,"
says David Jacquin, head U. S. Bancorp Piper Jaffray's technology
and communications merger and acquisition team. "You
get a speculative excess followed by capital coming into a
sector, then a correction followed by a lack of liquidity."
We're in that final phase now, Jacquin
told a group of about 60 CEOs and venture capitalists gathered
at an invitation-only event held this week at Menlo Park,
Calif.'s Sand Hill Road Quadrus Center, which is home to dozens
of investment banks.
In a show of hands, the venture capitalists
confirmed that these days most of them are making few if any
fresh, first-round investments in start-ups. Instead, the
attendees confirmed that they are now in a clean-up phase,
with the emphasis shifting to salvaging whatever value remains
in the last crop of companies they took public.
In this climate, acquirers are often
willing to pay higher premiums for smaller public companies,
in large measure, because valuation levels have decreased
so substantially, says Jacquin.
As many investors discovered recently,
it was hard to make money holding over-valued stocks. But
at least some stocks are under-valued now in terms of what
company-buyers are willing to pay, say the M&A experts.
And that means investors can cash in on the spread between
current share prices and their eventual acquisition prices,
but only by picking the right names.
"You have to be very careful,
though, and remember that some of the companies [that look
under-valued] will go out of business," says Jason Hutchinson,
Piper Jaffray's managing director for M&A. "You could
end up with nothing."
In particular, he says, investors should
avoid the stocks of smaller firms that have been hit by class-action
shareholder lawsuits, particularly those alleging improper
manipulations of their stock prices. An adverse judgment,
he says, could eliminate any remaining shareholder value virtually
overnight.
Citing client confidentiality concerns,
the Piper Jaffray M&A managers refused to reveal the names
of any specific takeover candidates or acquiring firms now
receiving their advice. But they did offer up a set of guidelines
that investors can use to ferret out those hidden gems for
themselves.
The takeover managers say that software
and semiconductor firms will likely continue to lead the M&A
pack. So far this year, software firms accounted for 30 percent
of all mergers and acquisitions while semiconductor firms
accounted for 27 percent.
"When the automobile industry
got started early in this century there were a hundred or
more auto companies," says Jacquin. "Now, [in the
U.S.], we're down to three."
The current shakeout in the software
and semiconductor sectors might not be that extreme, says
Hutchinson. But he quickly adds that he would be astonished
if, 12 months from now, many of the smaller companies he tracks
had not been acquired or merged into other firms.
In general, Hutchinson says investors
should look for small-cap or micro-cap software or semiconductor
firms with healthy gross margins and burn rates that won't
exhaust their cash reserves through at least the middle of
next year.
"It's okay if a company is losing
money," he says. "What's important are the gross
margins, you want to know the company has the ability to generate
good margins."
Acquiring companies are usually interested
in cherry-picking smaller companies that have high-margin
products that will be additive to their own growth, he says.
Cash on hand is another critical consideration,
he says.
"You had lots of companies go
out [through initial public offerings] and raise a lot of
cash, but they still need partners or other technologies,"
he says. Large cash positions are important, in part, because
they give takeover candidates the elbowroom needed to negotiate
the best possible acquisition price, which, in turn, rewards
their shareholders.
The other crucial thing to look for,
says Hutchinson, are strong relationships with customers that
would be coveted by other players in that sector.
"Look at who their customers are
and compare them with the competition," he says. "You
should also make sure they have a good reputation for customer
service. Companies are often purchased because of customer
relationships."
If you can find all those ingredients,
a small cap name with a strong cash position, healthy gross
margins and a good list of customers, you've found a firm
that could be a highly sought-after dance partner, say the
M&A managers.
That will require a lot more painstaking
research and analysis than many investors have been accustomed
to, particularly over the past few years. But those willing
to make the effort stand a far better chance of cashing in
on the current shakeout rather than falling victim to it.
The recession of the late 1970's, notes
Jacquin, led to the merger mania of the 1980's.
"It fueled one of the greatest
periods of M&A in history," he says. "M&A's
will play a major role in leading us out of this bust, too."
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