防务超级大合并遭遇政治阻力

    航空巨头欧洲宇航防务集团（EADS）对英国宇航系统公司（BAE Systems）的大胆收购其实只有一个目的：从五角大楼（Pentagon）拉到生意。做为喷气飞机制造商空客（Airbus）的母公司，欧洲宇航防务集团在过去将近10年中一直努力加入庞大的美国军工复合体，但却始终徒劳无功，现在公司选择通过收购来分得一杯羹。如果成功并购英国宇航系统公司，欧洲宇航防务集团将自动成为美国国防部的最大军事承包商之一，它的直接竞争对手包括航空巨头洛克希德•马丁（Lockheed Martin）、诺斯洛普•格鲁曼（Northrup Grumman）和其商业航空领域的头号大敌波音公司（Boeing）。

    虽然从经济和财务方面来看，这次合并无懈可击，但来自政治和监管的巨大阻力无法避免。我敢打赌，代表防务产业重镇的议员们昨晚电话一定被打爆。因为在防务领域，政治每一次都压倒经济考虑，大多数合同都被和政府关系密切的本国企业瓜分。要想完成这笔交易，不但要得到无数监管机构的批准，还要得到美国防务承包商及其在政府内部的支持者的认可。这个任务非常艰巨。

    昨天，华尔街看起来对欧洲宇航防务集团和英国宇航系统公司进行合并谈判的消息毫无准备。虽然谈判随时可能破裂，但如果交易成功的话，将诞生一个真正具有全球影响力的宇航巨头。过去一段时间,欧洲宇航防务集团一直试图在防务领域拓展业务，但收效甚微。对英国宇航系统公司的潜在收购将带给欧洲宇航防务集团梦寐以求的防务业务，也能平衡公司的收入来源。空客占到公司盈利的66%，其它1/3来自于防务及航天相关业务。而英国宇航系统公司98%的盈利都来自防务相关业务，合并之后公司的收入将在空客与防务及航天之间对半开，这就和波音的业务比例差不多了。

    但这次合并不仅仅是为了获得一般的军方合同，欧洲宇航防务集团真正想要的是利润惊人的美国合同。虽然BAE是英国最大的防务公司，但其收入的41%来自于美国。公司在华盛顿附近设有大型办事处，而且美国雇员还超过英国雇员，人数多达约3.4万人。

    欧洲宇航防务集团过去几年曾多次投标于美国军方合同，虽然时不时能赢得一些小型采购，但却很少获得大单。欧洲宇航防务集团中，这方面最为成功的是欧洲直升机公司，该分部在2004年赢得过金额高达20亿美元的合同，为美国陆军和海岸警卫队制造直升机。欧洲宇航防务集团本想一鼓作气，和波音竞争为美军建造加油机的400亿美元巨额合同。两个巨头之间的竞争白热化，到了令人生厌的地步。最终欧洲宇航防务集团还是落选，而这场历时多年的竞标也让公司的数亿美元打了水漂。

    The bold attempt by European aeronautics giant EADS to acquire British defense company BAE Systems is all about one thing: Pentagon access. After nearly a decade of trying in vain to tap the vast U.S. military industrial complex on its own, EADS, the parent company of jet-maker Airbus, is now trying to essentially buy its way into the canteen. If it is successful in snapping up BAE, EADS would automatically become one of the largest military contractors to the US Department of Defense, putting it in direct competition for contracts with U.S. aerospace giants Lockheed Martin (LMT), Northrup Grumman (NOC), and its commercial aviation archenemy, Boeing (BA).

    But while such a tie-up looks like a no-brainer on the economic and financial front, it is bound to encounter stiff resistance on the political and regulatory front. You can bet that lawmakers that represent districts or states where defense is a major employer received more than their fair share of calls last night on this topic. That's because in the defense world, politics trumps economics every time as contracts are divvied up mostly to national champions with strong government connections. This deal will only go through if it is blessed, not just by the myriad of regulators, but by the U.S. defense contractors and their boosters in government. That seems like a tall order.

    Wall Street seemed truly caught off guard yesterday when the news broke that EADS and BAE were in merger talks. The deal, which is still being negotiated and could collapse at any time, would create an aerospace juggernaut with true global reach. EADS has wanted to grow its defense business for a while now, but has had limited success. The potential acquisition of BAE gives EADS the defense business it always wanted, while also balancing the company's revenue stream. Airbus accounts for 66% of the company's earnings, with the other third coming from defense and space-related businesses. With the inclusion of BAE, where 98% of its earnings derive from defense-related businesses, the revenue mix for the combined company would be 50% Airbus and 50% defense and space, which would be nearly identical to how Boeing is divided.

    But this merger isn't just about gaining military contracts; it's about gaining the right kind of contracts – those wildly lucrative American contracts. While BAE is a British outfit and the largest defense company in the UK, it turns out that around 41% of its revenues come from the U.S. The company maintains a large office outside of Washington and actually employs more people in the U.S. than they do in the UK at around 34,000 employees.

    EADS has bid on a number of U.S. military contracts over the years and while it wins small procurements here and there, it has had limited success in nabbing the big fish. Its Eurocopter division has been the best performer of the EADS family, winning a $2 billion contract in 2004 to build helicopters for the US Army and the Coast Guard. Building on its Eurocopter victory, EADS later challenged Boeing for a $40 billion contract to build refueling tanker aircraft for the US military. The battle between the two giants got very ugly. EADS ultimately lost out to Boeing in a multi-year drama that cost the company hundreds of millions of dollars.

    EADS management must now believe that acquiring BAE is the easiest and most efficient way of securing those big US military contracts. But while the transaction achieves revenue balance and crucial U.S. access, there is concern as to why EADS would want to acquire a pure-play defense company now that governments around the world are cutting back on military spending. The market thought the same thing too, sending shares in EADS down 6% on Wednesday. Was EADS not aware of sequestration or the fiscal cliff? Why try to enter the U.S. market at a time when it could be possible that its military budget could get automatically cut by a whopping 5% to 10% in January of next year?