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From defense to offense

by Kenneth Klee  |  Published January 23, 2009 at 12:51 PM

This is a great time to be a strategic acquirer. Look at the opportunities! On Jan. 12, Abbott Laboratories was able to leap into the eyecare business, announcing it would pay $22 a share for Advanced Medical Optics in a deal valued at $1.36 billion, not including assumed debt. While that was a 149% premium to AMO's previous closing price, it was a small discount to the stock's 12-month high and a big one to the $50 price the shares touched in 2006.

But this is also a horrible time to be a strategic acquirer. Look at the risks! Two days after the Abbott-AMO announcement, Louis Gallois, the CEO of European Aeronautic Defence and Space Co. NV, said his company had scrapped a significant U.S. defense industry acquisition at the eleventh hour. Gallois said Eads, the parent of passenger plane maker Airbus, worried it might need the capital for something else, such as shoring up
its suppliers.

Plot the positions of the top 1,000 companies along this continuum and you'd undoubtedly get a big cluster on the Eads side, representing the many firms forced to put strategic initiatives on hold amid the recession.

But Abbott is far from alone on its end of the scale.

So who's lining up where, and why? Obviously, the answers have much to do with the industry, the state of balance sheets and access to capital. But it also matters how companies are thinking about risk and opportunity.

On this front, a January memo from the Conference Board ("The role of the board in turbulent times: Assessing corporate strategy") is enlightening. Its author, Mark Bergman of Paul, Weiss, Rifkind Wharton & Garrison LLP, says the document originated as an emergency checklist -- stress points to monitor, hatches to batten down -- that he penned for corporate clients in September during the turbulent week after the Lehman Brothers Holdings Inc. bankruptcy. Only later did he add a briefer section about opportunities.

And in fact, Bergman says that's consistent with how companies have been reacting to the turmoil. "For most people," says Bergman, who is co-head of the capital markets and securities group at Paul Weiss, "opportunities are not front and center."

Instead, a more fundamental assessment takes precedence: Are we OK? For those following Bergman's advice, finding out starts with a review of the business plan and its impact on cash flow for the next year. Growth strategies are re-evaluated, cost-cuts considered, debt structure and credit facilities reviewed. And those are just a few bullet points in a process that extends not just to gauging the health of suppliers, but to fretting over access to letters of credit that suppliers need to ship their wares.

All this is bound to take time, both to do the work and to digest the results. But then -- for those who are OK, and have clear ideas about where to go and how to get there -- things can get interesting. That was the case for TD Ameritrade Holding Corp., which announced Jan. 8 it will acquire online options broker Thinkorswim Group Inc. in a stock and cash deal valued at $606 million.

The strategic rationale for a deal existed before the financial crisis. In the online brokerage world, where TD Ameritrade is No. 2 to Charles Schwab Corp., options trading is the fastest growing segment.

Like Schwab, TD Ameritrade already has an options offering, but it's technologically inferior to that of Thinkorswim, which also provides training tools for its 94,000 high-trade-volume customers.

TD Ameritrade also sees itself as a consolidator with no time to waste in a consolidating industry. CFO Bill Gerber summed up the decision in a conference call: "The addition of Thinkorswim advances our trading and education strategy by several years. This was the typical make versus buy decision."

What the financial crisis did was make the buy option more attractive. Thinkorswim shares began 2008 at $17; the terms of the deal valued them at $8.71, based on TD Ameritrade's share price when it was announced. "We have been building our cash and keeping powder dry for a while exactly for this reason, to take advantage of a market that's been depressed," TD Ameritrade CEO Fred Tomczyk told Dow Jones.

To build on Tomczyk's metaphor, there's more dry powder out there in various corporate magazines.

We'll be seeing more companies put it to use, once they make sure their hulls are sound and their rigging's in place.

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Tags: Abbott Labs | Advanced Medical Optics | Airbus | Charles Schwab | Conference Board | corporate dealmakers | Eads | Lehman Brothers | Mark Bergman | Paul Weiss | TD Ameritrade | Thinkorswim
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