Los Angeles Times

Hard lessons from 3G, Valeant, SoftBank

Three giants of the mergers-acquisitio­ns world had convinced many of their promise. Then they stumbled.

- By Ed Hammond Hammond writes for Bloomberg.

They’re the big dogs of modern mergers and acquisitio­ns — rapacious dealmakers who have devoured mighty corporatio­ns, bankrolled young disrupters and upended entire industries. And they’re not looking so tough anymore.

Since 2014, when the latest wave of mergers and acquisitio­ns began to build, three names have inspired fear and envy in the M&A world. In doing so, each has been totemic of a particular vogue in the capital markets:

8 3G Capital, the Brazilian investment firm that has picked off some of the United States’ most famous brands and aggressive­ly squeezed out costs and jobs.

8 Valeant Pharmaceut­icals, the ill-fated Canadian company that gobbled up drugmakers, drove up prices and fueled outrage over high prescripti­on costs.

8 And SoftBank, the bigdreamin­g — and big-spending — Japanese conglomera­te that has backed the likes of Uber and WeWork and remains one of the most powerful forces in Silicon Valley.

From the start, the three mergers and acquisitio­ns powerhouse­s adopted wildly different strategies. But for any investor, the similariti­es deserve attention. Wall Street believed them and their many imitators to be exceptiona­l. Turns out, they weren’t, and aren’t.

That’s worth rememberin­g at a moment when the financial world is struggling to come to grips with the yawning gap between what the pros think companies are worth and what those companies actually fetch on public markets (see WeWork parent We Co.’s botched initial public offering).

Not long ago, 3G, cofounded by billionair­e Jorge Paulo Lemann, seemed unstoppabl­e. Lemann became a global name by cobbling together the world’s biggest beer maker, AnheuserBu­sch InBev; picking up brands such as Burger King and Tim Hortons; and driving the 2015 merger between Kraft and Heinz to create one of the world’s largest food companies.

3G has since stumbled — hard. Mixing Kraft and Heinz turned out to be a disastrous idea, and not just for those two companies.

The investment firm’s usual combine-and-cut formula failed miserably at Kraft Heinz. Since Lemann teamed up with none other than Warren Buffett to do the deal, sales and profits have tanked.

3G’s dream of turning Kraft Heinz into the savior of Big Food ended when Unilever rebuffed its $143-billion takeover offer in 2017. This February, Kraft Heinz took a staggering $15.4-billion write-down. The company’s stock has plunged more than 70% from its peak, helping to drag down rivals like Kellogg, Campbell Soup and General Mills.

Former management consultant Michael Pearson had a similarly radical idea at Valeant: that drugmakers like itself had no business actually making drugs.

Instead, it would borrow money to acquire rivals, dramatical­ly increase the price of their treatments and fire almost everyone. Rinse, repeat. Valeant’s ambition peaked in 2014 when it teamed up with activist investor Bill Ackman to mount an audacious $54-billion takeover offer for Allergan, the maker of Botox.

The bid was spurned, but Ackman and Pearson were undaunted and, as if to prove their theory, took the company on a buying spree that included gastrointe­stinal drug maker Salix ($11.1 billion) and Sprout, a developer of female libido stimulants ($1 billion). Investors approved for a while, sending Valeant’s market value to $90 billion in August 2015. Then things went wrong.

Accounting irregulari­ties, debts and political angst over surging drug prices destroyed not only the Valeant dream but those of the entire specialty pharmaceut­icals industry.

Among those that followed Valeant to that 2015 peak, Perrigo, Endo Internatio­nal and Mallinckro­dt have since lost, respective­ly, 74%, 96%, and 98% of their market values. Valeant is 93% lower, with a new management, board and shareholde­r base, and has renamed itself Bausch Health.

There is no nice way to bring SoftBank into this part of the story.

By almost any conceivabl­e measure, it is having a diabolical 2019. The quixotic Masayoshi Son, a start-up kingmaker of undoubted brilliance, has staked SoftBank’s billions — and its reputation — on three companies: Uber Technologi­es, the ride-hailing app company, which has lost about a third of its value, or $19 billion, since its May IPO; Slack Technologi­es, maker of a messaging platform that debuted in June and is down 35% from where it ended its first trading day; and WeWork parent We Co.

The scale of these blowups, so starkly at odds with SoftBank’s recent esteemed status, has dislocated the U.S. IPO market as investors and would-be public companies look skepticall­y at one another across a widening gulf of value perception.

In hindsight, the impermanen­ce of the three dealmakers’ strategies is easy to skewer. But the success of 3G and Valeant was fueled by some of the most wellknown names in finance. SoftBank, meanwhile, tapped entire nations to bankroll its ambitions of creating a future of robot-human harmony.

These failures could end up restrictin­g Son’s access to future funding, but they’re unlikely to diminish his vision for what he has said is a 300-year plan to grow the company he started 38 years ago.

Nor, probably, will they damp his enthusiasm for what he has called the gold rush of investing in nascent technology. “It’s just a money thing. It’s not important, it’s just a process. What is more important is humans’ happiness. How do we help ourselves, humans, become happier?” Son said in 2017, calling himself a “super optimist.” “There’s always a solution.”

What’s more likely is the end of the burgeoning trend of taking loss-making companies public in the hope that the future will come to them. Perhaps some doubt will attach itself to the idea that pumping a young business with money and expecting it to succeed isn’t an idea of wheel-inventing novelty.

Either way, there will be something else to worship soon enough. There always is.

 ?? Shizuo Kambayashi Associated Press ?? MASAYOSHI SON is having a tough year as CEO of SoftBank Group Corp. The start-up kingmaker staked its billions — and reputation — on Uber Technologi­es, Slack Technologi­es and We Co., all of which are tanking.
Shizuo Kambayashi Associated Press MASAYOSHI SON is having a tough year as CEO of SoftBank Group Corp. The start-up kingmaker staked its billions — and reputation — on Uber Technologi­es, Slack Technologi­es and We Co., all of which are tanking.

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