并购之舞：统筹上市公司收购中的协同效应与价值创造

A decade of data-driven insights intothe choreography of successful M&A KPMG. Make the Difference. KPMG International | kpmg.com Contents 03Executive summaryForeword and headline findings 11ApproachThe data, cohorts and analytical method we deployed 19Hypotheses we testedHypotheses for factors that increase probability of success 23Detailed findingsResults of regression analysis on cohorts and hypotheses 39Real-world implicationsWhat winners do to beat the odds 49AppendicesSupporting information, analytics and assumptions Executivesummary Foreword 13.2% in TSR above the relevant S&P sector index — TSRdropped an average of 7.4% in the two years following. Thebrutal reality: most of the initial gains evaporated soon afterthe ink dried. We believe the macro environment for the second half ofthe 2020s will likely be characterized by deglobalization andtechnology acceleration. This can help drive M&A in twodirections: carve-outs along geographical lines and strategicM&A, which finds synergies between new economies andthe old, for both disruptors and the disrupted. This evolvinglandscape underscores the need for strategic and disciplineddealmaking. Acquisitions are a potent lever for strategic growth,companies are spending more per mergers and acquisitions(M&A) deal than ever before. Yet, capturing sustainablevalue from M&A is as challenging as ever. This sobering data aligns with KPMG’s ongoing research,which shows a consistent struggle to realize and maintainpost-merger synergies. Deals that destroy value often do sofor two key reasons: acquirers overestimate the benefits,resulting in overpayment, and they fail to operationalizethe gains they projected — particularly because integrationand execution complexities are underestimated. Thesefindings demand greater accountability: capital allocatorsmust provide clear, quantified evidence that an acquisitionwill create value pre-deal — and rigorously track andcommunicate realized benefits to stakeholders post-deal. This report examines value creation in public companymergers and acquisitions by analyzing total shareholderreturn (TSR) relative to the relevant index (e.g. S&P) — amarket-adjusted metric that isolates deal performance frombroader sector trends. This report combines KPMG’s global transaction supportexperience with data-driven insights to equip leaders withactionable frameworks — from initial deal strategy throughto post-deal value realization — helping ensure M&Adecisions align with long-term value creation. TSR movement is driven by a range of factors and deal-specific characteristics. Synergies — financial benefitsarising directly from combining companies, such as revenuegrowth, cost reductions, or financing efficiencies — area cornerstone of M&A value creation. Additional driversinclude strategic positioning (e.g. acquiring undervaluedassets during market dislocations), unlocking latent valuein a target’s standalone operations, and fulfilling corporatestrategic objectives such as market entry or competitiveinsulation. Yet success is achievable: approximately 42.8% of dealssucceed in unlocking meaningful synergies, underscoringthat M&A can indeed be a path to sustained growth —when done right. There were more than 3,000 public-to-public M&A dealsover US$100 million in value between 2012 and 2022. Ourresearch finds that 57.2% of acquirers ultimately destroyedshareholder value. Although many deals looked promising inthe months leading up to closing — generating an average In this report, ‘The M&A dance: Orchestrating synergiesand value creation in public company acquisitions’, we setout to unpick these findings, revisit why so many dealsunderdeliver and — most importantly — how certainacquirers beat the odds. Headlineobservations Most acquirers experience a pre-deal close stock price run-up, but fail to convert that momentum into long-term gains post-close. The TSR boomerang Average Acquirer sector adjusted total shareholder return (TSR)(1) Based on 682 M&A deals that closed between 2013 and2022(1), on average companies that made acquisitionsgenerated a 3.6 percentage point (pp) increase in totalshareholder returns (TSR), above their relevant S&P sectorindex between announcement and deal close. However, deal close represented the peak. After deal closemost companies saw a decline in TSR relative to their sectorindex — with an average 7.4 pp decline in the two yearsfollowing deal close. In effect, hard-fought gains leading up to a deal were oftensquandered post-close (acknowledging that in some cases,the timeframe to deliver full transaction benefits may belonger than 24 months post-close). We look to understandwhy this might be the case in this report, and how toimprove the batting odds. Consideration type (cash/stock/mix) has significant impacts on acquirer value created. Cash and mix deals generate value;stock deals generally do not. M&A deals by consideration type(1) The consideration mix conundrum 2012–2024, majority tr