(并购外文翻译)基于价值链的石油化工企业并购研究
中石化跨国并购addax案例五篇
中石化跨国并购addax案例五篇第一篇：中石化跨国并购addax案例跨国并购——中石化收购瑞士油公司案例分析Addax石2009年8月18日，中国石化集团宣布已通过旗下中石化国际勘探公司(SIPC)与瑞士石油公司Addax公司达成购买决定性协议。
中国石化表示，已同意以每股52.8加元，总价82.7亿加元（约合人民币511亿元）成功收购瑞士Addax Petroleum Corp.全部股份。
该交易是中石化的一个重要战略举措，中石化不仅可以藉此控制在伊拉克大型油田的业务，还可以涉足勘探前景较好的尼日利亚和加蓬海上油田。
一，并购背景。
世纪40 年代以来，随着世界经济的增长和科学技术的进步，石油和天然气工业获得迅速发展，已成为主要的能源，并在经济中占有举足轻重的地位。
该行业是一个资金投入高度集中的行业，同时也是一个高风险的投资领域。
国外大型石油公司基本都是上下游一体化、业务遍布全球的跨国公司。
因为全球经济发展的不均衡性，大石油公司在不同国家或地区的投资回报水平也各不相同，这就决定了国际石油公司要加速全球化脚步和跨国并购行动。
对于中国而言，石油工业是国民经济的重要基础产业。
目前，中国成为仅次于美国的全球第二大石油消耗国，10 年前中国进口石油占整体石油需求的比例仅占6%，现在已经提高到1/3，到2020 年预期将有60% 的石油都必须来自进口，因此，石油的供应已经成为影响我国经济发展的瓶颈。
1999 年起开始上涨的石油价格也使得世界石油市场出现新的局面。
世界石油工业的改革进一步深入，包括国家石油公司的重组和国际石油公司的兼并收购浪潮；同时，随着WTO 的加入，中国市场的逐步开放，尤其是2006 年12 月12日的入世5 周年纪念日后，中国石油企业将面临外国石油企业的更多挑战和竞争。
2009年是中国石油发展极不寻常的一年。
全球经济危机的阴影依然笼罩在各个国家的大街小巷，各行各业，而在资源领域，中石油、中石化双雄在全球范围内掀起了中国企业的并购风潮，也给世界经济创造了一个又一个令人瞠目结舌的天价并购。
跨国并购案例及详细分析
跨国并购案例及详细分析
一个经典的跨国并购案例是2016年中国化工集团以430亿美元收购瑞士农业化学品公司先正达（Syngenta）的案例。
这是中国企业迄今为止最大的海外收购案之一。
首先，中国化工集团是一家国有企业，致力于化工和农业领域的发展。
而先正达是全球领先的农业科技公司，拥有广泛的农药和种子产品。
这次并购案的目标是为中国化工集团提供更多的农业科技和产品，以满足中国不断增长的农业需求。
此外，该并购还为中国化工集团提供了更多的全球市场份额和技术专长。
然而，这个案例也面临了一些挑战。
首先是先正达的股东们对中国化工集团的收购表示担忧，担心其会削弱先正达的独立性和创新能力。
其次，由于农业是一个高度敏感的领域，涉及到食品安全和环境保护等重要问题，因此该并购案还面临着监管审批的挑战。
为了解决这些问题，中国化工集团在并购过程中采取了一系列措施。
首先，他们承诺保持先正达的独立性和创新能力，并为其提供更多的资源和支持。
其次，他们与先正达的股东们进行了广泛的沟通和协商，以解决其担忧。
最后，他们与相关监管机构进行了积极的合作，以确保并购案的顺利进行。
总的来说，这个案例展示了跨国并购的复杂性和挑战性。
通过合理的规划和积极的沟通，中国化工集团成功地完成了这次并购，为其在农业领域的发展提供了重要的支持和机会。
企业成本控制外文翻译文献
企业成本控制外文翻译文献(文档含英文原文和中文翻译)译文：在价值链的成本控制下减少费用和获得更多的利润摘要：根据基于价值链的成本管理理念和基于价值的重要因素是必要的。
首先，必须有足够的资源，必须创造了有利的价值投资，同时还需要基于客户价值活动链，以确定他们的成本管理优势的价值链。
其次，消耗的资源必须尽量减少，使最小的运营成本价值链和确保成本优势是基于最大商业价值或利润，这是一种成本控制系统内部整个视图的创建和供应的具实践，它也是一种成本控制制度基于价值链，包括足够的控制和必要的资源投资价值的观点，创建和保持消费的资源到合理的水平，具有价值的观点主要对象的第一个因素是构造有利的价值链，从创造顾客价值开始；第二个因素是加强有利的价值链，从供应或生产客户价值开始。
因此它是一个新型的理念，去探索成本控制从整个视图的创建和供应的商品更盈利企业获得可持续的竞争优势。
关键词：成本控制，价值链，收益，支出，收入，成本会计1、介绍根据价值链理论，企业的目的是创造最大的顾客价值；和企业的竞争优势在于尽可能提供尽可能多的价值给他们的客户，作为低成本可能的。
这要求企业必须首先考虑他们是否能为顾客创造价值，和然后考虑在很长一段时间内如何创造它。
然而，竞争一直以“商品”（或“产品”）作为最直接的载体，因此，传统的成本控制方法主要集中在对“产品”和生产流程的过程。
很显然，这不能解决企业的问题，企业是否或如何能为客户创造价值。
换句话说，这至少不能从根本上解决它。
因此，企业必须首先投入足够的资源，以便他们能够创建客户值取向，然后提供它以最少的资源费用。
所以在整个视图中对价值创造和提供整体的观点来控制成本，它可以为客户提供完美的动力和操作运行机制运行成本的控制，也可以从根本上彻底克服了传统的成本控制方法的缺点，解决了无法控制的创造和供应不足的真正价值。
基于此，本文试图从创作的整体观讨论成本控制提供价值并探讨实现良性循环的策略，也就是说，“创造价值投资成本供应价值创造价值”。
外文翻译--企业并购中融资决策的影响因素：收购成本、代理成本或者支付手段
中文3310字本科毕业论文（设计）外文翻译原文：What determines the financing decision in corporate takeovers:cost of capital, agency problems,or the means of payment?The empirical literature has given notable attention in recent years to the choice of the means of payment in corporate takeovers. In this literature, the term “means of payment” is usually considered as synonymous to the “sources of takeover financing”. we consider how the choice of sources of funding of mergers and acquisitions and the means of payment is affected by the bidders‟ concerns with respect to the risk of overpayment for the target (Hansen, 1987), the risk of a change in the firm‟s control structure (Faccio and Masulis, 2005), and the risk of a bid‟s failure (Fishman, 1989).Our main findings are that the financing decision is explained by pecking order preferences, the need of flexibility in managing corporate funds, and the corporate governance environment that influences the costs of external capital. We find no evidence that the financing decision is driven by potential agency conflicts between managers and shareholders, or between shareholders and creditors. There is evidence that the choice of equity versus internal cash or debt financing is influenced by the bidder‟s strategic preferences with respect to the means of payment. A nested logit analysis reveals that the payment decision depends on the degree to which the bidder‟s large shareholders wish to retain control after the takeover, and on the intention of the bidder‟s shareholders to share the risk of the transaction with the target‟s shareholders or to buy all these shareholders out. These factors do not directly influence the financing decision, but only indirectly through the means of payment choice. Therefore, we conclude that the two decisions on the means of payment and on the sources of financing in corporate takeovers are driven by distinct determinants.The analysis of the valuation effect of takeovers that are financed with differentsources reveals that investors differentiate between the information about the payment method and the sources of takeover financing. These investors do take both the payment method and financing sources into account when valuing a takeover. A significantly negative price revision following the announcement of a takeover frequently arises in case of M&As fully paid with equity but also of takeovers that involve equity financing. We also find that acquisitions financed with internally generated funds underperform debt-financed deals, suggesting that investors are wary that cash-financed deals may be driven by managerial empire building motives. In contrast, debt financing conveys a positive signal to the market that the firm‟s shares may not be overvalued and that the takeover is profitable. Thus, the bidder‟s financing decision has a significant impact on the market reaction to the takeover announcement. Our evidence shows that previous research that partitioned takeover bids into cash versus equity offers is an oversimplification of the reality.The determinants of the financing decisionAn extensive body of theoretical and empirical research on the determinants of corporate financing decisions can be partitioned into two dominant explanations: cost of capital considerations and agency related issues. The former explanation upholds that market imperfections or institutional rigidities, such as information asymmetries (Myers and Majluf, 1984), legal protection of shareholders and creditors (La Porta et al., 1998), or taxes (Modigliani and Miller, 1963) may disproportionally affect the costs of debt and equity capital. The latter explanation endorses that a firm issues specific securities to mitigate agency problems between its management, shareholders, and creditors (Myers, 1977). For the financing decision in corporate takeovers in particular, we propose a third explanation: the preferred payment mode in the takeover deal may influence the financing sources chosen by the bidding firm. Valuation effects of the bidder‟s financing decisionAn M&A announcement brings new information to the market which enables investors to update their expectations about the firm‟s prospects and adjust the share prices accordingly. Value-relevant takeover information also comprises various takeover characteristics as well as the sources of financing. The market combinesthese pieces of information into a signal about the quality of the takeover deal and the potential value creation. As such, the announcement effect consists of an appraisal of the takeover synergies based on the characteristics of the deal. Below, we summarize the predictions with regard to the market reactions to the announcements of takeovers financed with different types of capital.Takeovers financed with equity are expected to trigger lower returns to the b idder‟s shareholders. The dominant explanation is that investors consider an equity issue as a signal that the bidder‟s shares are overpriced and hence adjust the share price downwards when equity financing is announced (Myers and Majluf, 1984). Managers attempt to time equity issues to coincide with surging stock markets or even with the peak of the stock market cycle (Baker, 2004). This overvaluation argument may be more pronounced for M&As entirely financed and paid with equity. Shleifer and Vishny (2003) and Rhodes-Kropf and Vishwanathan (2003) argue that overvalued bidders use equity to buy real assets of undervalued targets to take advantage of the mispricing premium over the longer term when the overvaluation will be corrected. An equity payment may also be interpreted by the market as a negative signal about uncertainty with respect to the target firm‟s quality and potential takeover synergies. If the quality of the acquired assets is more uncertain, the bidder is likely to pay with equity to share wi th the target‟s shareholders the risks of not being able to realize the expected synergies.Empirical evidence confirms the negative market reaction to M&As paid with equity .In contrast to equity financing, the announcement of debt financing is expected to trigger a positive market reaction. First, the preference of debt over equity financing signals that the bidder‟s shares may not be overvalued. When internal sources of financing are insufficient the manager opts for debt financing if the shares of the firm are undervalued or there is a high risk that an equity issue will trigger a substantial share price decline. Second, as debt capital is typically raised in Europe via borrowing from a bank, the bank‟s decision to provide funding may convey a positive signal about the project‟s profitability to the market. Banks are typically regarded as financial intermediaries with superior information and evaluationcapabilities (Leland and Pyle, 1977; Diamond, 1984) that allows them to identify bad acquisitions and fund only deals with a positive net present value. Therefore, the market may interpret the news about debt financing as a certification that a takeover will be profitable. In the context of corporate takeovers, Bharadwaj and Shivdasani (2003) also document positive market response to the announcements of bank-funded deals. Third, the choice of debt financing also signals that the cash flows of the merged firm will be sufficient to sustain an additional tax shield.The use of the third source of financing, internally generated funds, is likely to trigger a negative market reaction at the takeover announcement as this type of financing may identify acquisitions driven by free cash flow motives (Jensen, 1986). High cash flow reserves may encourage management to undertake acquisitions for empire building motives, which frequently lead to a reduction of shareholder value. Consistent with these predictions, Schlingemann(2004) find a negative and significant relation between internally generated cash flow reserves and bidder returns in cash-paid M&As.We investigate the bidder‟s choice of the sources of financing in European corporate takeovers launched during the period 1993-2001, the fifth takeover wave. To our best knowledge, this is the first empirical study that simultaneously studies both the payment and financing decisions in corporate takeovers. The previous M&A literature has uniquely focused on the means of payment; these studies have typically ignored the sources of transaction financing in all-cash offers and have assumed that these offers are entirely financed with internally generated funds.This paper shows that external sources of financing are frequently employed even in cash-paid acquisitions and that the decisions on the financing and the means of payment are entirely different and driven by distinct factors.The results of our multinomial and nested logit analyses reveal that, while controlling for the payment method，bidders have systematic preferences for particular sources of financing which depend on their firm‟s characteristics and on the characteristics of the takeover.Our findings are consistent with the view that the financing decision is influenced by the bid der‟s concerns about the the cost of capital.In particular, in line with the pecking order hypothesis, cash-rich bidders opt for the least expensive source of financing –internally generated funds. Bidders with insufficient internal funds raise external capital to finance M&As: they employ borrowing when their debt capacity is high. They opt for an equity issue when investor sentiment is positive about the firm‟s fundamental value. However, the need of flexibility in managing corporate funds prevents firms with strong growth opportunities from financing the takeover with debt which may create a debt overhang problem and makes them use equity capital instead.Bidders operating in a better corporate governance environment benefit from lower costs of external capital: debt financing is more likely when creditor rights are well protected by law and courts, and the use of equity financing increases.The financing decision is unrelated to agency problems that may be induced by conflicts of interests between the management and shareholders: firms with dispersed ownership structure do not selectively prefer cash and equity financing over borrowing, though this is the least preferred source of financing. Our data do not support the conjectured relationship between the financing choice and the agency problems induced by a conflict of interests between shareholders and creditors. Risky firms have no systematic preferences for equity financing even when debt financing may be less attractive.The takeover financing decisi on is influenced by the bidder‟s strategic preferences for specific types of means of payment. As equity financing of M&As enables the bidder to make a direct equity offer to the target‟s shareholders, the bidder may benefit from sharing the takeover‟s risk with the target‟s incumbent shareholders. The risk-sharing benefits of an equity offer increase with the relative size of the transaction. However, equity financing is less likely when the bidding firm is vulnerable to the threat of a control change. Large shareholders of bidding firms prefer financing with internal funds or debt if an all-equity bid could threaten their control position. In addition, equity financing is less frequent in hostile bids and M&As of unlisted targets; these deals typically involve cash payments financed with internal funds or debt. Our nested logit analysis reveals some factors only influencethe financing choice indirectly, namely when we condition financing on the payment mode.We also document that the financing decision has a significant impact on the value of the bidding firm. Investors take into account the information signalled by the choices of both the payment method and the sources of takeover financing when estimating the possible synergistic value of the takeover at the announcement. A significantly negative price revision following the announcement of a takeover is common for equity paid takeovers and is also observed in any other takeover deals that involve equity financing. The evidence confirms that investors consider equity issues as a signal that the firm‟s shares are overvalued. We also find that acquisitions financed with internally generated funds underperform debt financed deals, which suggests that investors are wary that cash-financed deals. In contrast, debt financing conveys a positive signal to the market that the firm‟s shares are not overvalued and the takeover is expected to be profitable.Answering the question in the title of this paper …What determines the financing decision in corporate takeovers: cost of capital, agency costs or the means of payment?‟, we have found that the financing is in the first instance determined by the cost of capital both at the firm and the regulatory level. Whereas agency costs do not seem to influence the financing decision, the means of payment indirectly does. Bidding firms use the means of payment as a tool to reduce the risks associated with the takeover deal, such as the risk of the target firm‟s misvaluation, the threat of a control change, and the risk of the bid‟s failure. In this paper, we have highlighted that the two decisions in a corporate takeover bid are driven by distinct factors. Judging from the M&A announcement returns, we conclude that, in addition to the means of payment, the way a takeover deal is financed transmits important information to the market about quality of the bidding firm and profitability of the deal.Source:Marina Martynova and Luc Renneboog,2009 “What Determines the Financing Decision in Corporate Takeovers: Cost of Capital,Agency Prbolems, or the Means of Payment?”.Journal of Corporate Finance, V olume 15 Issue 3, pp 290-315.译文：企业并购中融资决策的影响因素：收购成本、代理成本或者支付手段？近几年，过去的文献在公司收购人支付手段的选择上也提供了实证。
石油行业并购与重组案例企业整合的成功经验
石油行业并购与重组案例企业整合的成功经验石油行业是全球最重要的工业行业之一，涉及石油勘探、开采、加工和销售等多个环节。
为了提高市场竞争力和实现规模效益，石油公司常常进行并购和重组。
企业整合是实现并购与重组目标的关键环节，成功的企业整合有助于提高经营效率、降低成本，并为企业带来更多发展机遇。
本文将介绍几个石油行业并购与重组案例，并分析这些案例中企业整合的成功经验。
2000年，美国埃克森美孚公司（ExxonMobil）完成了对摩比尔石油公司（Mobil）的收购。
这是当时全球石油行业历史上最大的一次并购案。
收购后，埃克森美孚公司顺利完成了两家公司的整合工作，并取得了显著的成果。
埃克森美孚公司通过整合两家公司的石油勘探和生产资源，实现了规模化运营，提高了生产效率，并进一步巩固了其在全球石油市场的地位。
在整合过程中，埃克森美孚公司注重平衡各方利益，保留了摩比尔石油公司在某些领域的核心团队，确保了业务的顺利过渡。
另一个成功的并购与重组案例是2015年荷兰皇家壳牌公司（Royal Dutch Shell）与英国国际石油公司（BG Group）的合并。
这次合并使壳牌公司成为全球最大的液化天然气（LNG）供应商之一。
壳牌公司对整合有清晰的战略规划，确立了明确的整合目标，并通过各种手段加强了组织文化的融合。
通过整合，壳牌公司成功整合了BG Group的油气储备、LNG项目和市场份额，提高了公司的经营效率和市场竞争力。
除了埃克森美孚公司和壳牌公司的案例，还有许多其他石油行业的并购与重组案例也取得了成功的企业整合经验。
其中，关键的成功经验可以总结为以下几点：第一，明确整合目标和战略规划。
在并购和重组案例中，企业应该明确整合的目标和战略规划。
整合的目标可以是提高市场份额、降低成本、整合资源等，而战略规划则需要包括整合过程中的各项决策和具体行动计划。
第二，加强组织文化融合。
在石油行业的并购与重组中，不同企业往往拥有不同的组织文化和价值观念。
并购理论国外研究报告
并购理论国外研究报告一、引言随着全球经济的发展，企业并购活动日益频繁，成为企业扩张和转型的重要手段。
然而，并购成功率并不高，许多企业在并购过程中遇到了种种问题。
为了提高并购成功率，国内外学者对并购理论进行了深入研究。
本报告以国外并购理论为研究对象，旨在分析国外并购理论的最新进展，探讨其在我国企业并购实践中的应用价值。
本研究的重要性体现在以下几个方面：首先，国外并购理论的发展对我国企业并购实践具有指导意义，有助于提高我国企业并购的成功率；其次，通过对国外并购理论的梳理，有助于我国学者在这一领域取得更多创新性成果；最后，本研究有助于推动我国并购理论的发展，为政策制定者和企业提供理论支持。
在此基础上，本研究提出以下研究问题：国外并购理论的主要观点有哪些？这些理论在我国企业并购实践中的应用效果如何？为解决这一问题，本研究假设国外并购理论在我国企业并购实践中具有一定的适用性，但需结合我国实际情况进行调整。
研究范围与限制方面，本报告主要关注国外并购理论的发展及其在我国企业中的应用，不涉及国内并购理论的探讨。
报告将从并购动机、并购估值、并购整合等方面对国外并购理论进行系统梳理，并结合实际案例分析其在我国企业并购中的应用。
本报告的简要概述如下：首先，介绍国外并购理论的发展历程及主要观点；其次，分析国外并购理论在我国企业并购实践中的应用现状；最后，提出针对我国企业并购实践的建议，以期为我国企业并购活动提供理论支持。
二、文献综述国外并购理论研究始于20世纪60年代，至今已形成多个理论框架。
M&A （Mergers and Acquisitions）理论主要包括效率理论、市场势力理论、管理主义理论和战略匹配理论等。
效率理论认为并购可提高企业效率，实现协同效应；市场势力理论强调并购是企业扩大市场份额、增强竞争力的手段；管理主义理论关注管理层利益在并购中的作用；战略匹配理论则强调并购双方在战略上的互补性。
前人研究成果显示，并购动机、估值方法、整合策略等方面取得了显著进展。
外文翻译----企业并购财务分析
M & Financial AnalysisCorporate mergers and acquisitions have become a major form of capital operation. Enterprise use of this mode of operation to achieve the capital cost of the external expansion of production and capital concentration to obtain synergies, enhancing competitiveness, spread business plays a very important role. M & A process involves a lot of financial problems and solve financial problems is the key to successful mergers and acquisitions. Therefore, it appears in merger analysis of the financial problems to improve the efficiency of M & Finance has an important practical significance.A financial effect resulting from mergers and acquisitions1. Saving transaction costs. M & A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the cost may be lower than in the market for the same transaction costs, thereby reducing production and operation the transaction costs.2. To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency competition, the incumbent managers of target companies will be replaced, which can effectively reduce the agency costs.3. Lower financing costs. Through mergers and acquisitions, can expand the size of the business, resulting in a common security role. In general, large companies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduced to enable enterprises to lower capital cost, refinancing.4. To obtain tax benefits. M & A business process can make use of deferredtax in terms of a reasonable tax avoidance, but the current loss of business as a profit potential acquisition target, especially when the acquiring company is highly profitable, can give full play to complementary acquisitions both tax advantage. Since dividend income, interest income, operating income and capital gains tax rate difference between the large mergers and acquisitions take appropriate ways to achieve a reasonable financial deal with the effect of tax avoidance.5. To increase business value. M & A movement through effective control of profitable enterprises and increase business value. The desire to control access to the right of the main business by trading access to the other rights owned by the control subjects to re-distribution of social resources. Effective control over enterprises in the operation of the market conditions, for most over who are in competition for control of its motives is to seek the company's market value and the effective management of the condition should be the difference between the market value.Second, the financial evaluation of M & ABefore merger, M & A business goal must be to evaluate the financial situation of enterprises, in order to provide reliable financial basis for decision-making. Evaluate the enterprise's financial situation, not only in the past few years, a careful analysis of financial reporting information, but also on the acquired within the next five years or more years of cash flow and assets, liabilities, forecast.1. The company liquidity and solvency position is to maintain the basic conditions for good financial flexibility. Company's financial flexibility is important, it mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good income-generating capacity and funding from the capital market capacity, but also the company's overall Profitability, Profitability is the size of which can be company's overall business conditions and competition prospects come to embody. Specific assessment, the fixed costs to predict the total expenditures and cash flow trends, the fixed costs and discretionary spendingis divided into some parts of constraints, in order to accurately estimate the company's working capital demand in the near future, on the accounts receivable turnover and inventory turnover rate of the data to be reviewed, should include other factors that affect financial flexibility, such as short-term corporate debt levels, capital structure, the higher the interest rate of Zhaiwu relatively specific weight.2. Examine the financial situation of enterprises also have to assess the potential for back-up liquidity. When the capital market funding constraints, poor corporate liquidity, the liquidity of the capital assessment should focus on the study of the availability of back-up liquidity, the analysis of enterprise can get the cash management, corporate finance to the outside world the ability to sell convertible securities can bring the amount of available liquidity. In the analysis of various sources of financing enterprises, the enterprises should pay particular attention to its lenders are closely related to the ease of borrowing, because once got in trouble, helpless to the outside world, those close to the lending institutions are likely to help businesses get rid of dilemma. Others include convertible securities are convertible at any time from the stock market into cash, to repay short-term corporate debt maturity.3 Determination of M & A transaction priceM & M price is the cost of an important part of the target company's value is determined based on M & A prices, so enterprises in M & Juece O'clock on targeted business Jinxing scientific, objective value of Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market competition itself tide in an invincible position. Measure of the value of the target company, generally adjusted book value method, market value of comparative law, price-earnings ratio method, discounted cash flow method, income approach and other methods.1. The book value adjustment method. Net balance sheet shall be the company's book value. However, to assess the true value of the target company must also be on the balance sheet items for the necessary adjustments. On the one hand, on the asset should be based on market prices and the depreciation of fixed assets,business claims in reliability, inventory, marketable securities and changes in intangible assets to adjust. On liabilities subject to detailed presentation of its details for the verification and adjustment. M & A for these items one by one consultations, the two sides, both sides reached an acceptable value of the company. Mainly applied to the simple acquisition of the book value and market value of the deviation from small non-listed companies.2. The market value of comparative law. It is the stock market and the target company's operating performance similar to the recent average trading price, estimated value of the company as a reference, while analysis and comparison of reference of the transaction terms, compared to adjust, according to assessment to determine the value of the target company. However, application of this method requires a fully developed, active trading market. And a subjective factors and more by market factors, the specific use of time should be cautious. Mainly applied to improve the market system in the acquisition of listed companies.3. PE method. It is based on earnings and price-earnings ratio target companies to determine the value of the method. The expression is: target = target enterprise value of the business income × PE. Where PE (price earnings ratio) can choose when the target company's price-earnings ratio M, with the target company's price-earnings ratio of comparable companies or the target company in which the industry average price-earnings ratio. Corporate earnings targets and the target company can choose the after-tax income last year, the last 3 years, the average after-tax income, or ex post the expected after-tax earnings target company as a valuation indicator. This method is easy to understand and easy to apply, but its earnings targets and price-earnings ratio is very subjective determination, therefore, this valuation may bring us a great risk. This method is suitable for the stock market a better market environment, a more stable business enterprise.5. Income approach. It is the company expected future earnings discounted using appropriate discount rate to assess the present value of the base date, and thus determine the value of the company's assessment. Income approach in principle, thatis the reason why the acquirer acquired the target company, taking into account the target company can generate revenue for themselves, if the company's returns, but the purchase price will be high. Therefore, according to the company level can bring benefits to determine the value of the company is scientific and reasonable way. The use of this method must have two conditions: First, assess the company's future earnings are to be predicted, and can predict the basic income guarantee and the possibility of a reasonable amount; second, and enterprises to obtain expected benefits associated with future risk can be invaluable, and can provide convincing evidence. When the purpose is to use M & A target long-term management and enterprise resources, then use the income approach is suitable.Activities in mergers and acquisitions, M & A business through the acquisition of a variety of financing sources of funds needed. M & M financing enterprises in financing before the deal with a variety of M & A comprehensive analysis and evaluation, to select the best financing channels. M & A financing from the actual situation analysis, M & A financing is divided into internal financing and external financing. Internal financing is an enterprise to use their own accumulated profits to pay for acquisitions. However, due to the amount of funds required for mergers and acquisitions are often very large, and limited internal resources, after all, the use of M & A business operating cash flow to finance significant limitations, the internal financing generally not as the main channel for financing mergers and acquisitions. Of external financing is divided into debt financing, equity financing and hybrid financing.Channels of financing the actual response to determine their capital structure analysis, if the acquisition of their funds sufficient, using its own funds is undoubtedly the best choice; if the business debt rate has been high, as far as possible should be financed without an increase to equity of companies debt financing. However, if the business prospects for the future, can also increase the debt financing, in order to ensure all future benefits enjoyed by the existing shareholders.Whether M & A business development and expansion as a means or aninevitable result of market competition, will play an important stage in the socio-economic role. As an important participant in M & A and policy-makers, from the financial rational behavior on M & A analysis and selection of the same time, also taking into account the market, and management elements that will lead the enterprise's decision making provide the most effective Xin Xi .企业并购财务问题分析企业并购已成为企业资本运营的一种主要形式。
企业并购文献综述及外文文献资料
本文档包括改专题的：外文文献、文献综述一、外文文献Financial synergy in mergers and acquisitions. Evidence from Saudi ArabiaAbstractBusinesses today consider mergers and acquisitions to be a new strategy for their company's growth. Companies aim to grow through increasing sales, purchasing assets, accumulating profits and gaining market share. Thus; the best way to achieve any of the above-mentioned targets is by getting into either a merger or an acquisition. As a matter of fact, growth through mergers and acquisitions has been a critical part of the success of many companies operating in the new economy. Mergers and acquisitions are an important factor in building up market capitalization. Based on three structured interviews with major Saudi Arabian banks it has been found that mergers motivated by economies of scale should be approached cautiously. Similarly, companies should also approach vertical mergers cautiously as it is often difficult to gain synergy through a vertical merger. Firms should seek out mergers that allow them to acquire specialized knowledge. It has also been found that firms should look for mergers that increase market power whilst avoiding unrelated mergers or conglomerate mergers.Keywords: Synergy, Mergers and Acquisitions, Saudi Arabia 1. IntroductionThere is a major difference between mergers and acquisitions. Mergers occur between similarly sized companies and the collaboration is "friendly" between both companies. However, Acquisitions often occur between differently sized companies and the partnership is usually forced and hostile.Wheelen and Hunger (2009) define a merger as a transaction involving two or more corporations in which stock is exchanged but in which only one corporation survives. In other words, the two companies become one and the name for the corporation becomes composite and is derived from the two original names. Furthermore, an acquisition is the purchase of a company that is completely absorbed as an operating subsidiary or divisionof the acquiring corporation (Wheelen and Hunger, 2009). The authors also state thathostile acquisitions are called takeovers.The main reason for firms entering into mergers and acquisitions (M&A) is to grow, andcompanies grow to survive (Akinbuli, 201 2). Growth strategies expand the company's activities and add to its value since larger firm have more bargaining power than smaller ones. A firm sustaining growth will always have more opportunities for advancement, promotions and more jobs to offer people (Wheelen and Hunger, 2009). In general, mergers and different types of acquisitions are performed in the hope of realizing an economic gain. For such a business deal to take place, the two firms involved must be worth more together than each was apart.A few of the prospective advantages of M&A include achieving economies of scale, combining complementary resources, garnering tax advantages, and eliminating inefficiencies. Other reasons for considering growth through acquisitions contain obtaining proprietary rights to products or services, increasing market power by purchasing competitors, shoring up weaknesses in key business areas, penetrating new geographic regions, or providing managers with new opportunities for career growth and advancement (Brown, 2005).Many firms choose M&A as a tool to expand into a new market or new area of expertise since it is quicker and cheaper than taking the risk alone. Furthermore, M&A happen when senior executives feel enthusiastic and excited about a potential deal ; the idea of successfully pursuing and taking over another company before the company s competitors are able to do so. Competition in a growing industry drives firms to acquire others. In fact, a successful merger between companies increases benefits for the entire corporation.However, failures also occur in M&A as indicated by Haberbserg and Rieple (2001) and Akinbuli (2012). They showed that 50% of acquisitions are unsuccessful; they increase market power but do not necessarily increase profits. Brown (2005) explains the reasons for the high failure rate of M&A as follows:(a)Over-optimistic assessment of economies of scale. Economies of scale are usually achieved at certain business size. However, expansion beyond the optimum level results in disproportionate cost disadvantages that lead to various diseconomies of scale.(b)Inadequate preliminary investigation combined with an inability to implement the amalgamation efficiently. Resistance to change and the inability for the acquired company to manage change well is a main reason for failure due to the resistance of the employees and management of both companies involved.(c)Insufficient appreciation of the personnel problems, which will arise, is due mainly to the differing organizational cultures in each company.(d)Dominance of subjective factors such as the status of the respective boards of directors.Therefore, drafting careful plans before and after the merger is a necessity that should not be overlooked. Some companies find the solution in hiring a change manager who will add value and better manage the transition of the "marriage between both companies" (Brown, 2005).2.Synergy in M&A and financial synergyThis section discusses the literature review in order to identify the importance of acquiring financial synergy in the M&A.2.1Synergy in M&ASynergy, as defined in the business dictionary, is the state in which two or more agents, entities, factors, processes, substances, or systems work together in a particularly fruitful way that produces an effect greater than the sum of their individual effects. Synergy is the magic force that allows for enhanced cost efficiencies of the new business. Synergy takes the form of revenue enhancement and cost savings (Mergers and acquisitions: Definition, n.d.).Synergy is also expressed as an increase in the value of assets as a result of their combination. Expected synergy is the justification behind most business mergers. For example, the 2002 combination of Hewlett-Packard and Compaq was designed to reduce expenses and capitalize on combining Hewlett-Packard's reputation for quality with Compaq's impressive distribution system (Synergy Business Definition, n.d.).Through research it has been noted that synergy is the concept that two businesses will generate greater profits together than they could separately (Wheelen and Hunger, 2009). Synergy is said to exist for a divisional corporation if the return on investment of each division is greater than what the return would be if each division were an independent business (Wheelen and Hunger, 2009). In order to succeed cooperation between the partners is the basic ingredient for achieving growth through synergy (Rahatullah, 201 0). This requires partners to build trust, commitment, and secure consensus, to achieve their targets (Gronroos, 1997; Ring and Van-de-Ven, 1994).Synergy can take several forms. According to Goold and Campbell (1 998) synergy is demonstrated in six ways: benefiting from knowledge or skills, coordinated strategies,shared tangible resources, economies of scale, gaining bargaining power over suppliers and creating new products or services.M8<A result in the creation of synergies, the sharing of manufacturing facilities, software systems and distribution processes. This type of synergy is referred to as operational synergy and is seen mostly in manufacturing industries. Another motive for forming an acquisition is gaining greater financial strength by purchasing a competitor, which increases market share. The aim of mergers and acquisitions is to achieve improvement for both companies and produce efficiency in most of the company's operations. (Haberberg and Rieple, 2001).However, Brown (2005) summarizes the sources of synergy that result from M8<A underthe following headlines:1.Operating economies which include:(a)Economies of scale: Horizontal mergers (acquisition of a company in a similarline of business) are often claimed to reduce costs and therefore increase profits due to economies of scale. These can occur in the production, marketing or finance divisions.Note that these gains are not expected automatically and diseconomies of scale may also be experienced. These benefits are sometimes also claimed for conglomerate mergers(acquisition of companies in unrelated areas of business) in financial and marketingcosts.(b)Economies of vertical integration: Some acquisitions involve buying out other companies in the same production chain. For example, a manufacturer buys out a rawmaterial supplier or a retailer. This can increase profits through eliminating the middleman in the supply chain.(c)Complementary resources: It is sometimes argued that by combining the strengths of two companies a synergistic result can be obtained. For example, combining a company specializing in research and development with a company strong in the marketing area could lead to gains. Combining the expertise of both firms would benefit each company through the gained knowledge and skills that individually they lack.(d)Elimination of inefficiency: If either of the two companies had been badly managed; its performance and hence its value can be improved by the elimination of inefficiencies through M&A, Improvements could be obtained in the areas of production, marketing and finance.2.Market power; Horizontal mergers may enable the firm to obtain a degree of monopoly power which could increase its profitability. Coordinated strategies between both companies will lead the entire organization in gaining competitive advantage. Gaining bargaining power over suppliers is realized since the company is larger in size after the merger.3.Financial gains; Companies with large amounts of surplus cash may see the acquisition of other companies as the best application for these funds. Shared tangible resources such as sharing a bigger building, more office supplies, equipment, manufacturing facilities and research and design labs will also lead to a reduction in costs translated into better financial performance. McNeil (2012) identifies that the shareholders of a business under M&A process may benefit from the sale of their stocks, this is especially true if the M&A is with a better, bigger and more reputable prospective partner.4.Others; such as surplus management talent, meaning that companies with highly skilled managers can make use of their qualified personnel only if they have problems to solve. The acquisition of inefficient companies allows for maximum utilization of skilled managers. Incorporating the efforts of both management teams will drive the creation of innovative products or services.The synergy factor prevails in the M&A when the firms produce a greater return than the two individual firms owing to reasons such as improvements in efficiency and an increase in market power for the merged or acquired firms (Berkovitch and Narayana, 1993).2.2Financial synergyAs defined by Knoll (2008), financial synergies are performance advantages gained by controlling financial resources across businesses of firms. There exist four types of financial synergies, which are:1.Reduction of corporate risk: Reduction of corporate risk is increasing the risk capacity of the overall firm, which means the ability of the firm to bear more risk. Meaning that by increasing the risk capacity the shareholders will invest more in the company and the firm will gain benefits such as coinsurance effects.2.Establishment of internal capital market: Establishing internal capital gains means that the firm will decrease its financing costs and will increase financialflexibility which results in the company having higher liquidity and the ability to payits creditors easily.3.Tax advantages: Tax advantages by reducing the tax liabilities of the firm using the losses in one business to offset profits in the other business referred to as "profit accounting".4.Financial economies of scale: Financial economies of scale reducing transaction cost in issuing debt and equity securities (Knoll, 2008).3.Methodology and resultsFor this project, the method of interviews was used due to it being the most appropriate way to gather information about the interpretation of events, as to why some mergers produce synergy while others do not; and to understand the reasons why companies enter into mergers. In Saudi Arabia it is difficult to secure responses from senior executives. Approaching such a person is not only difficult protocol wise but there are bureaucratic hurdles. The quantitative analysis is more suitable for large scale data collection (Denzin and Lincoln, 1997). Whereas, qualitative research provides the researcher with the perspective of target audience members through captivation and direct interaction with the people under study (Glesne and Peshkin, 1992). These methods help to comprehend what others perceive of a certain phenomenon, postulates Creswell (1994).The planned interview method was to use a structured interview. In a structured interview, the researcher knows in advance what information is needed and asks a predetermined set of questions (Sekaran and Bougie, 2009). The same questions are asked of all interviewees, which allows for better comparison of the responses than unstructured interviews, where the interviewees are asked different questions. The structured interview process does allow the researcher to ask different follow up or probing questions based on the interviewee's response. This allows the interviewer to identify new factors and gain a deeper understanding of the topic (Sekaran and Bougie, 2009).Since the interviewees were located in different parts of Saudi Arabia the interviews were scheduled in advance and conducted face to face. The data was gathered by taking notes during the interviews, which were not recorded as that may have seemed too intrusive.When conducting interviews it is important to conduct them in a manner that is free of bias or inaccuracies. According to Sekaran and Bougie (2009), bias can be introduced by theinterviewer, interviewee or the situation. Interviewers can introduce bias by distorting the information that they hear so it aligns with their expected responses to the question or through simple misunderstandings. To prevent this, the respondents' answers were summarized back to them before moving on to the next question. Interviewees can introduce bias if they do not like the interviewer or if they phrase the answers to be biased towards what they think the interviewer wants to hear. Since the interviewees were obtained through referrals, it is highly unlikely that they gave false responses. Also, the basic area of research was discussed with the interviewees, but no hypothesis was advance to them, such that they would skew their answers to what they though the interviewer wanted to hear.Three companies were interviewed and asked a specific set of questions (see Appendix). There are numerous reasons to interview three companies in Saudi Arabia. These are the following:*The M&A in Saudi Arabia are normally carried out by large size companies.*It is difficult to reach out to the senior managers to discuss such issues.*The officers are also tied by company confidentiality rules to not divulge information.*The number of M&A is also significantly less in comparison with other countries.*The researchers, using diverse resources including personal contacts and formal requests, were able to reach out to three of the major companies of the Kingdom.An interview was conducted with National Commercial Bank (NCB) NCB is an international bank headquartered in Saudi Arabia and engaged in personal, business and private banking, and wealth management (NCB, 2011 ). Another interview was done with Samba Financial Group. Samba is also an international bank headquartered in Saudi Arabia that is engaged in personal and business banking (Samba, 2011). The third company that was interviewed was Savola Holding Company, which is headquartered in Jeddah, Saudi Arabia and is engaged in the food industry. Through subsidiary companies, Savola is engaged in the manufacturing of vegetable oils, dairy products and food retailing operations both in Saudi Arabia and other international markets. Due to strict confidentiality of the companies interviewed, the names of the people will not be mentioned or their titles. This was the most important condition in order to conduct these interviews.Each of the three companies has been involved in significant mergers. NCB's most significant merger was when it acquired a Turkish bank, Turkiye Finans Katilm Bank in 2008.Samba's most significant merger was its acquisition of Cairo Bank in 1 999. Savola's most significant acquisition was its acquisition of Al-Marai in 1 991.NCB has engaged in four mergers overall and three international mergers. In addition to its acquisition of the Turkish bank, it acquired Estate Capital Holdings, The Capital Partnership Group Limited and NCB Capital. The acquisition oftheTurkish bank was considered its most successful acquisition because it allowed NCB to expand into a new international market with strong growth.While NCB does not consider any of its acquisitions to be a failure, it has recognized losses through goodwill impairment, even in the Turkish bank acquisition. Samba's most prominent M8<A has been with Cairo bank of Egypt.Savola has engaged in about 10 mergers including a few international mergers. It considers its acquisition of Panda (a supermarket chain) in 1998 to be its most successful because it allowed Savola to gain a major presence in the food retailing market and increases revenues significantly. Savola has had a couple of mergers that it considered to be failures. One such example was when it acquired a real estate company in Jordan. This company was outside Savola's core business and outside its home country. Savola's learning from this failure was not to invest outside its core business in a foreign country as there was no ability to create any value through this merger and it was investing in a country that it did not know as well as its home country. Another failed merger occurred when it acquired an edible oil company in Kazakhstan. This merger failed because even though the acquired company had good fundamentals, the value creation mechanisms were quite different between the two companies.Strategic motivations for mergers were discussed with the companies and Samba provided details. One motivation is to increase lines of business. Another motivation is to move into a new geographic area. In many cases when expanding into a new country, it is easier to acquire an existing business than try to start a new one. Another motivation is to increase market share.Particularly in a mature industry, a company can gain market share quickly through an acquisition, while it is usually a slow process to gain market share organically in an incremental manner.All the companies tried to achieve company growth and synergy in their mergers.The criteria and selection process for mergers were also discussed with the companies. Savola worked with financial institutions to identify acquisition target companies. Savola looked for companies that were among the leaders in their respective markets. Savola believed that companies that were leaders generally had good processes and were well managed, so their operations would be good to acquire. After the failed merger with the real estate company, Savola looked to acquire companies related to its core food manufacturing and sales business. All companies obviously reviewed financial statements closely to assess the financial condition of the acquired firm. Samba noted that sometimes in the banking and financial industry, strong banks will acquire banks that are in a weak financial condition in a rescue operation, often due to political reasons. In reviewing candidates for a merger, Savola engages its operations and technical team to assess the target company's operation, processes and potential fit into the business group.The three interviewed companies use various metrics to evaluate the success of the merger. Savola evaluates the revenue growth of the sector where the acquisition occurred along with the market share and operating cost. The goals are to increase revenue,increase market share or reduce operating cost. Samba evaluated similar metrics of market share and operating cost.Samba noted that it usually takes until the second year after a merger to evaluateits success. In the first year, there are onetime costs associated with integration costs of the merger. It usually takes until the second year to see reduced operating costs from activities such as closing and consolidating branches.The different ways to obtain synergy in a merger were discussed with the companies. Savola looked to obtain synergy through economies of scale, as acquisitions would add to the company's shipment volume, which would allow the company to reduce freight and distribution costs. Samba also looked to obtain synergy through economies of scale and eliminating the duplication of activities. When it acquired Cairo bank, which had previously acquired United Saudi Commercial Bank, Samba was able to cut costs in Saudi Arabia by reducing the number of bank branches and ATMs. NCB was able to gain financial synergies in its mergers by developing a more diversified and lower risk portfolio ofinvestments.From the responses to the questions included in the structured interview, thefollowing findings can be highlighted:A.Mergers to Expand to International Markets:One finding is that firms undertake some mergers to expand into new international markets. In doing so they are gaining the synergy of the acquired firm's knowledge of the market. In these cases, the acquiring firm saves the costs of starting up a business in the new country, gaining the necessary approvals, learning how to do business successfully in the market and building a brand in the country. This is especially true in the bank and finance industry, where the industry is closely regulated. It can be easier to acquire a company that already has all of the necessary regulatory approvals as opposed to trying to gain all of the necessary approvals to conduct business legally in the selected market. Also, building a brand is important in the banking industry, as consumers and commercial customers prefer to do business with a trusted firm. In these mergers, synergy can be gained through the acquired firm's knowledge of the market and the acquiring firm's capital. The new infusion of capital can often allow the acquired firm to grow in the market. The NCB acquisition of the Turkish bank is a good example of this type of synergy.Even when a firm acquires a company within their own market there is the chance to create synergies through knowledge gained and transferred. In many cases, the acquired firm has certain processes in some areas that are better than the acquiring firm, so selecting the best process allows the merged firm to improve its overall processes. Also, the acquiring company usually has some processes that are better than the acquired firm's processes in some areas, which allows the company to improve the newly acquired operations. As noted by Samba in its interview, the goal is to utilize the optimum processes from both companies to produce synergy from the merger.B.Mergers to Gain Economies of Scale:Firms also seek and gain synergies through economies of scale. Larger businesses can often gain economies in certain business activities including manufacturing, distribution and sales. One of the goals of Samba's mergers was to gain synergies through economies of scale. In their mergers, Savola hoped to gain economies of scale in shipping and distribution activities. Economies of scale can also be achieved in the banking industry since the cost of processing checks or issuing credit cards is likely to decline on a per unit basis with increasing volume; therefore the fixed cost associated with these activities can be spread over a larger volume. The result is reduced costs, which makes the merged firm more profitable and more competitive in the market.C.Eliminating Inefficiencies:Another way to achieve synergy is through elimination of inefficiencies. Removing the duplication of resources can eliminate inefficiencies. In horizontal mergers, it is common for the merged company to consolidate operations, close offices and reduce staff. Samba mentioned that reducing the number of bank branches, ATMs and staff was one of the ways that they drove cost efficiencies after acquiring Cairo Bank. Samba also provided the insight that there is a delay for these cost efficiencies to show up in financial performance, since it takes time to remove the duplication of resources involved and there are one-time costs associated with removing the duplication of resources. The official also pointed out that the success or failure of a merger should not be evaluated until at least two years after the merger.D.Gain More Market Power:Firms also try to achieve synergies through an increase in market power, by controlling a larger share of the market. Discussions with all respondents implied increasing market share to be one of the motivations to enter into a merger. Savola and Samba both mentioned increasing market share as a way to judge the success of a merger. Greater market power can improve profitability through a couple of mechanisms. One such mechanism is greater monopoly pricing power in the market, which allows firms to increase prices due to reduced competition. This is one reason that major mergers have to be approved by government regulators who s objective is to maintain a competitive market. A second mechanism is increased buyer power over suppliers. Since the merged firm represents a greater portion of an industry's business, suppliers to the industry want the merged firm's business more, which gives the merged firm better negotiating power over suppliers. This allows the merged firm to reduce its costs and increase it profits. However, a strategic perspective could be on the supplier side as Porter (1 998) identifies that the stronger the company becomes the weaker the supplier becomes thus reducing their bargaining power.E.Gain Growth:Growth is one of the main reasons that firms undertake mergers, as this was mentioned by all of the companies interviewed. Companies seek growth through mergers because it can allow them to gain market power, which generally leads to increased profits. Mergers are also a way to satisfy investors'/shareholders' expectations for growth. In many cases, itis difficult to grow a business in a mature market organically, so mergers are often the best way to achieve growth.Samba provided a perspective on the use of acquisitions as a growth strategy. Samba believed that within the same industry organic growth was less expensive than growth through acquisition because a premium had to be paid for another company's operations in the same industry. Samba believed that when trying to expand into a different industry, growth through acquisition was less expensive than organic growth because the firm had no knowledge or expertise in the new industry. Samba used this philosophy when formulating their strategic growth plans. If the company simply wanted to expand within their current industry, the focus would be on organic growth initiatives, whereas if the company wanted to grow by expanding into new industries, the focus would be on acquisitions.F.Reducing RisksFirms can gain synergies by reducing their overall risk through diversification and reducing their cost of capital. Generally, this is a weak form of synergy and prone to failures because it often entails firms moving into businesses outside of their core competencies. The businesses are then run without the knowledge of how to run a business successfully in that market. This leads to operational losses or subpar performance in the industry, which negates any synergistic gains from reducing the company's overall risk.This was experienced by Savola, who acquired a real estate company, which was outside its core business of the food market. Consequently, the acquired real estate business produced subpar performance and losses, which negated any gains from reducing risk. Thus, the merger was considered to be a failure because it reduced the overall value of the firm. Due to the difficulties of creating financial synergies through diversification, there are few conglomerate mergers and few conglomerate companies.The companies interviewed look for synergies when considering mergers and try to estimate the potential synergistic gains that could be attained in a proposed merger. The potential synergies gained depend on the industry and the characteristics of the company acquired. In the failed mergers, the firm overestimated the amount of synergy that could be gained through the merger. Savola overestimated the synergy that could be gained through the acquisition of a real estate company because the only synergy that could be gained was。
石油化工行业的产业链与价值链分析
石油化工行业的产业链与价值链分析石油化工行业是指以石油及天然气为原料，通过化学加工和物理处理等工艺，生产各种石油化工产品的产业。
这个行业一直是全球经济中最重要、最具竞争力的行业之一。
而石油化工行业的产业链和价值链是该行业运作的核心。
产业链是描述一个产业内各个环节之间相互联系、相互依赖的关系。
石油化工产业链可以划分为上游、中游和下游三个环节。
上游是指开采石油及天然气资源，包括石油勘探与开发、矿井开采和天然气收集等环节。
石油和天然气是石油化工产业的基础原料，因此上游环节的供应稳定性和价值提取能力对于整个产业的发展至关重要。
中游是指石油和天然气的加工和转化环节，主要包括精炼、裂化、聚合、合成和提纯等工艺。
这些工艺将原油和天然气中的各种组分进行分离和加工，产生石化产品的中间体和原料，如石脑油、乙烯、丙烯等。
中游环节的关键在于提高产品质量和提取高附加值的中间体，以满足下游需求。
下游是指各种石油化工产品的生产、加工和销售环节，包括塑料制品、涂料、精细化学品、油品等。
这些产品广泛应用于石化、化工、建筑、农业、轻工、医药和能源等领域。
下游环节的关键在于市场需求和营销，以及产品质量和技术创新。
在下游环节，还存在与产品相关的附加值链，例如石油化工产品的包装、仓储、物流和销售等环节，进一步增加了产业的附加值。
价值链是指一个企业或一个产业内各个环节为实现最终产品的价值而进行的一系列活动。
石油化工行业的价值链可以分为供应链、生产链和市场链三个环节。
供应链是指从原材料供应商到生产企业的物资供应和原料采购环节。
石油化工行业的供应链关系到原油、天然气、催化剂、催化剂载体和其他辅助材料等的供应和采购，供应链的可靠性和成本控制对于企业的运营非常重要。
生产链是指从原料加工到最终产品加工的整个生产过程。
石油化工行业的生产链包括各种加工工艺和生产设备，涉及到石油化工产品的生产过程控制、储运管理和质量控制等方面。
市场链是指从产品销售到最终用户的购买和服务环节。
企业并购重组及案例分析
企业并购重组及案例分析企业并购重组是指企业通过购买其他企业的股权或资产，或者与其他企业合并，以实现业务拓展、资源整合或增加市场份额等目标的行为。
并购重组是市场经济中常见的一种经营战略，不仅可以帮助企业快速扩大规模，还可以实现资源共享和协同效应，提升企业竞争力。
下面将以2024年中国最大的并购案例，中国化工收购瑞士先正达，分析并购重组的核心动机和影响。
中国化工是中国最大的化工企业之一，也是全球最大的化工公司之一，其业务涵盖化工、石油和天然气等多个领域。
2024年2月，中国化工成功收购瑞士先正达，这是中国化工有史以来最大的一笔并购交易。
通过这个案例，我们可以看到并购重组的核心动机和影响。
首先，中国化工收购瑞士先正达的核心动机之一是扩大公司的国际市场份额和全球影响力。
瑞士先正达是全球领先的化工公司之一，具有强大的研发和创新能力，拥有先进的技术和专利，同时在全球各地都有稳定的销售渠道和客户群体。
中国化工通过收购瑞士先正达，可以迅速进入先正达在欧洲和其他国际市场的销售网络，加强自身在全球范围内的竞争力。
其次，收购瑞士先正达可以实现资源整合和协同效应。
中国化工和瑞士先正达在产品线和市场领域具有较强的互补性，通过整合两家公司的资源和业务，可以形成更加完整和多元化的产品和服务体系，并实现成本节约和效率提升。
此外，两家公司在研发、生产、销售和供应链等方面的互补性也可以获得协同效应，提升企业竞争力。
再次，中国化工收购瑞士先正达可以实现知识产权和技术的引进。
瑞士先正达是全球领先的化工公司，拥有众多的专利和技术创新，对新产品和新技术的研发具有强大的能力。
通过收购瑞士先正达，中国化工可以获得先进的化工技术和知识产权，加快产品升级和创新能力的提升，提高企业在行业内的竞争力和地位。
最后，此次并购对中国化工的影响不仅局限于公司层面，还会对整个中国化工行业产生重大影响。
中国化工收购瑞士先正达的成功案例，向其他中国化工企业传递了一个重要的信号：中国化工企业具备实力和资源实现全球并购，也显示了中国化工企业走出国门，与全球化工巨头竞争的决心。
国企并购案例
国企并购案例国企并购是指国有企业通过购买或兼并其他企业来扩大规模、增强实力的行为。
在市场经济条件下，国企并购已成为企业发展的重要手段之一。
下面我们就来看一个国企并购的案例。
2018年，中国石油化工集团公司（简称“中国石化”）成功收购了巴西巴斯夫石油化工公司。
这次并购案是中国石化在国际市场上的一次重大举措，也是中国企业在全球范围内进行的一次重要战略布局。
中国石化作为中国最大的石油化工企业之一，一直致力于提升国际竞争力，加强国际市场布局。
这次收购巴斯夫石油化工公司，不仅有助于中国石化进一步扩大在国际市场上的影响力，也有利于提升中国石化在全球范围内的综合竞争力。
通过并购巴斯夫石油化工公司，中国石化不仅获得了先进的技术和管理经验，还拓展了在巴西市场的业务范围。
这对中国石化在国际市场上的竞争地位具有重要意义。
同时，这次并购也为中国石化打开了进军拉美市场的大门，为公司未来在全球范围内的发展奠定了坚实基础。
在并购过程中，中国石化充分发挥了自身在能源化工领域的优势，通过并购巴斯夫石油化工公司，进一步巩固了在全球石油化工行业的领先地位。
同时，中国石化也通过此次并购提升了在全球范围内的品牌形象和影响力，为公司未来的国际化发展奠定了坚实基础。
通过这个案例，我们可以看到国企并购在国际市场上的重要意义。
这不仅是中国石化在国际市场上的一次重大举措，也是中国企业在全球范围内进行的一次重要战略布局。
国企并购不仅有助于提升企业的国际竞争力，也有利于拓展企业在全球范围内的业务范围，为企业的国际化发展提供了重要支持和保障。
总的来说，国企并购是国有企业在市场经济条件下的重要战略举措，对于提升企业的国际竞争力、拓展国际市场、提升企业在全球范围内的影响力具有重要意义。
中国石化收购巴斯夫石油化工公司的案例，为我们展示了国企并购在国际市场上的重要意义和巨大潜力，也为中国企业在全球范围内的发展提供了重要借鉴和启示。
企业并购中英文对照外文翻译文献
中英文对照外文翻译文献(文档含英文原文和中文翻译)原文：The choice of payment method in European M & A Global M&A activity has grown dramatically over the last ten years, bringing with it major changes in the organization and control of economic activity around the world. Yet, there is much about the M&A process that we do not fully understand, including the choice of payment method. Given the large size of many M&A transactions, the financing decision can have a significant impact on an acquirer’s ownership structure, financial leverage, and subsequent financing decisions. The financing decision can also have serious corporate control, risk bearing, tax and cash flow implications for the buying and selling firms and shareholders.In making an M&A currency decision, a bidder is faced with a choice between using cash and stock as deal consideration. Given that most bidders have limited cashand liquid assets, cash offers generally require debt financing. As a consequence, a bidder implicitly faces the choice of debt or equity financing, which can involve a tradeoff between corporate control concerns of issuing equity and rising financial distress costs of issuing debt. Thus, a bidder’s M&A currency decision can be strongly influenced by its debt capacity and existing leverage. It can also be strongly influenced by management’s desire to maintain the existing corporate governance structure. In contrast, a seller can be faced with a tradeoff between the tax benefits of stock and the liquidity and risk minimizing benefits of cash consideration. For example, sellers may be willing to accept stock if they have a low tax basis in the target stock and can defer their tax liabilities by accepting bidder stock as payment. On the other hand, sellers can prefer cash consideration to side step the risk of becoming a minority shareholder in a bidder with concentrated ownership, thereby avoiding the associated moral hazard problems. Unfortunately, due to data limitations, this seller trade off can not be easily measured.Under existing theories of capital structure, debt capacity is a positive function of tangible assets, earnings growth and asset diversification and a negative function of asset volatility. Firms with greater tangible assets can borrow more privately from banks and publicly in the bond market. Since larger firms are generally more diversified, we expect them to have a lower probability of bankruptcy at a given leverage ratio and thus, greater debt capacity. These financing constraint and bankruptcy risk considerations can also reduce a lenders willingness to finance a bidder’s cash bid, especially in relatively large deals.In assessing potential determinants of an M&A payment method, our focus is on a bidder’s M&A financing choices, recognizing that targets can also influence the final terms of an M&A deal. However,if a target’s financing choice is unacceptable to the bidder, then the proposed M&A transaction is likely to be aborted or else the bidder can make a hostile offer on its own terms. For a deal to succeed, the bidder must be satisfied with the financial structure of the deal.Bidder and target considerations:* Corporate ControlBidders controlled by a major shareholder should be reluctant to use stock financing when this causes the controlling shareholder to risk losing control. Assuming control is valuable, the presence of dominant shareholder positions should be associated with more frequent use of cash, especially when the controlling shareholder’s position is threatened. To capture this effect, we use the ultimate vo ting stake held by the largest controlling shareholder.A bidder with diffuse or highly concentrated ownership is less likely to be concerned with corporate control issues. In line with this argument, Martin (1996) documents a significantly negative relationship between the likelihood of stock financing and managerial ownership only over the intermediate ownership range. Therefore, we incorporate the possibility of a non-linear relationship between the method of payment and the voting rights of a bidder’s controlling shareholder by estimating both a linear and cubic specification for the ultimate voting control percentage of the bidder’s largest shareholder. In our robustness analysis, we also estimate a spline function for this variable.Corporate control concerns in M&A activity can manifest themselves in more subtle ways. Concentrated ownership of a target means that a stock financed acquisition can create a large blockholder, threatening the corporate governance of the acquirer. If the seller is closely held or is a corporation disposing of a division, then ownership concentration tends to be very concentrated. This implies that financing the M&A deal with stock can create a new blockholder in the bidder. While the risk of creating a new bidder blockholder with stock financing is higher when a target has a concentrated ownership structure, this is especially ture when relative size of the deal is large. To capture the risk of creating a large blockholder when buying a target with stock financing, we employ CONTROL LOSS, the product between the target’s contr ol block and the deal’s ralative size. The relative deal size is computed as the ratio of offer size (excluding assumed liabilities) to the sum of a bidder’s equity pre-offer capitalization plus the offe r size. The target’s controlling blockholder is assumed to have 100 % ownership for unlisted targets and subsidiary targets.* Collateral, Financial Leverage and Debt CapacityWe use the fraction of tangible assets as our primary measure of a bidder’s ability to pay cash, financed from additional borrowing. COLLATERAL is measured by the ratio of property, plant and equipment to book value of total assets. Myers (1977) argues that debtholders in firms with fewer tangible assets and more growth opportunities are subject to greater moral hazard risk, which increases the cost of debt, often making stock more attractive. Hovakimian, Opler and Titman(2001) find that a firm’s percentage of tangible assets has a strong positive influence on its debt level.We also control for a bidder’s financial condition with its leverage ratio, FIN’L LEVERAGE. Since cash is primarily obtained by issuing new debt, highly levered bidders are constrained in their ability to issue debt and as a consequence use stock financing more fr equently. A bidder’s financial leverage is measured by the sum of the bidder’s face value of debt prior to the M&A announcement plus the deal value (including assumed liabilities)divided by the sum of the book valve of total assets prior to the announcement plus the deal value (including assumed liabilities). This captures the bidder’s post-deal leverage if the transaction is debt financed. This measure differs from Martin(1996) who uses a pre-deal bidder leverage measure adjusted for industry mean and reports an insignificant effect.Bidder size is likely to influence its financing choices. Larger firms are more diversified and thus, have proportionally lower expected bankruptcy costs. They also have lower flotation costs and are likely to have better access to debt markets, making debt financing more readily available. Thus, cash financing should be more feasible in the case of larger firms. Larger firms are also more apt to choose cash financing in smaller deals due to its ease of use, provided they have sufficient unused debt capacity or liquid assets. Further, the use of cash allows the bidder to avoid the significant costs of obtaining shareholder approval of pre-emptive rights exemptions and authorizations and the higher regulatory costs of stock offers. We measure bidder assets size by the log of pre-merger book value of assets in dollars(total assets). In addition to bidder control and financing considerations, we need to take into account several other bidder characteristics.* Relative Deal Size, Bidder Stock Price Runup and Asymmetric InformationHansen (1987) predicts that bidders have greater incentives to finance with stock when the asymmetric information about target assets is high. This information asymmetry is likely to rise as target assets rise in value relative to those of a bidder. Yet, stock is used in relatively larger deals, it produces more serious dilution of a dominant shareholder’s control position. Finally, as bidder equity capitalization rises, concern about its financing constraint falls, since there is a relatively smaller impact on its overall financial conditon. We proxy for these effects with REL SIZE, which is computed as the ratio of deal offer size (excluding assumed liabilities)divided by the sum of the deal’s offer size plus the bidder’s pre-offer market capitalization at the year-end prior to the bid.Both Myers and Majluf (1984) and Hansen (1987) predict that bidders will prefer to finance with stock when they consider their stock overvalued by the market and prefer to finance with cash when they consider their stock undervalued. As uncertainty about bidder asset value rises, this adverse selection effect is exacerbated. Martin (1996) finds evidence consistent with this adverse selection prediction. For a sample of publicly traded targets, Travlos (1987) finds that stock financed M&A deals exhibit much larger negative announcement effects than cash financed deals. He concludes this is consistent with the empirical validity of an adverse selection effect. We use as a proxy for bidder overvaluation (or undervaluation), calculated from a bidder’s buy and hold cumulative stock return over the year preceding the M&A announcement month.In addition to bidder considerations, we need to take into account typical target considerations. These preferences are related to risk, liquidity, asymmetric information and home bias.T1. Unlisted Targets and Subsidiary TargetsWe use an indicator variable, UNLISTED TARGET, to control for listing status where the variable takes a value of one if the target is a stand-alone company, not listed on any stock exchange and is zero for listed targets and unlisted subsidiaries. When an M&A deal involves an unlisted target, a seller’s consumption/liquidity needs are also likely to be important considerations. These sellers are likely to prefer cashgiven the illiquid and concentrated nature of their portfolio holdings and the often impending retirement of a controlling shareholder-manager. Likewise, corporations selling subsidiaries are often motivated by financial distress concerns or a desire to restructure toward their core competency. In either case, there is a strong preference for cash consideration to realize these financial or asset restructuring goals. A likely consequence is a greater use of cash in such deals, since bidders are frequently motivated to divest subsidiaries to finance new acquisitions or reduce their debt burden. As noted earlier, these two target ownership structures are also likely to elicit bidder corporate control concerns given their concentrated ownership. Thus, bidders are likely to prefer cash financing of such deals, especially as they become relatively large.T2. Cross-Industry Deals and Asymmetric InformationSeller reluctance to accept bidder stock as payment should rise as the asymmetric information problem worsens with greater uncertainty about bidder equity value and future earnings. This problem is also likely to be more serious for conglomerate mergers. In contrast, sellers are more apt to accept a continuing equity position in an intra–industry merger, where they are well acquainted with industry risks and prospects.T3. Cross-Border Deals, Local Exchange Listing and Home BiasIn cross border deals, selling stock to foreign investors can entail several problems. We are concerned with the possibility that investors have a home country bias in their portfolio decisions as documented in Coval and Moskowitz (1999), French and Poterba (1991) and Grinblatt and Keloharju(2001), among others. This can reflect a foreign stock’s g reater trading costs, lower liquidity, exposure to exchange risk and less timely, more limited access to firm information.T4. Bidder Investment OpportunitiesHigh growth bidders can make an attractive equity investment for selling shareholders. MKTTO-BOOK, defined as a market value of equity plus book value of debt over the sum of book value of equity plus book value of debt prior to the bid, measures a bidder’s investment in growth opportunities.We expect a higher market tobook ratio to increase a bidde r stock’s attractiveness as M&A consideration. High market to book is also correlated with high levels of tax deductible R&D expenditures, along with low current earnings and cash dividends. These firm attributes lower a bidder’s need for additional debt tax shield, making cash financing less attractive. These attributes are also attractive to high income bracket sellers due to their tax benefits. Jung, Kim and Stulz (1996) document a higher incidence of stock financing for higher market to book buyers.译文：并购支付方式在欧洲的选择在过去的十年，全球并购活动已显著增长,同时带来组织的重大改变和在世界各地的经济活动的控制。
中国化工集团并购业务简析新
中国化工2006并购业务——法国安迪苏
英国CVC集团
国家开发银行以开发性金融 贷款形式提供大部分资金 100％ 2006年1月17日，4亿欧元购买 法国安迪苏公司100％股权
基于外汇管制，选择蓝星香港公司付款 蓝星香港 付款 渣打北京分行 付款 蓝星集团 借款 国开行
100％ 进入时机： 借助05年全球爆发禽 流感、动物饲料前景 不明之机
法国安迪苏
专门从事蛋氨酸、维生素及生物酶制品生产的动 物营养饲料添加剂公司，全球拥有5个工厂，经 销商遍及140个国家，05年收入超过50亿元，该公 司拥有792项技术专利和世界最先进的蛋氨酸生 产技术，04年已成为蛋氨酸领域全球第二大生产 商，市场份额占全球29％
通过并购法国安迪苏，进入饲料添加剂领域，蓝星集团从基础石化产品开始切入精细化工领域， 获得了国内尚处于空白的完整的蛋氨酸生产技术及产业基础
中蓝建设 工程局
资产超200亿
总资产80多亿元 销售收入65亿元
黄海股份 天科股份 沧州大化 沙隆达A 大成股份 河池化工
黑化股份 中泰化学 沈阳化工
蓝星石化 星新材料 蓝发展模式
中国化工目前业务范围覆盖化工新材料及特种化学品、石油加工及化工原料、农用化学品、氯碱化工、 橡胶及橡塑机械、科研开发及设计六大板块，已形成集科研开发、工程设计、生产经营、内外贸易为 一体的比较完整的化工业务格局。公司多项业务位居全球和国内前列
并购时机选择
并购业务选择
强调控制性
整合要点
并 购 优 势
化工部背景，多为化工部下属企业，如中国化工装备总公司前身为化工部机械局 具有较强的产业整合能力，如半年内将超过3000人濒临破产的化工部重点企业－星火化工厂成功挽救，成为蓝星清 洗整合化工行业的成功典范 在化工领域具有极强产业地位与影响力，化工原料领域具有很强实力
企业并购外文翻译文献
企业并购外文翻译文献(文档含中英文对照即英文原文和中文翻译)外文:Mergers and Acquisitions Basics :All You Need To KnowIntroduction to Mergers and AcquisitionsThe first decade of the new millennium heralded an era of global mega-mergers. Like the mergers and acquisitions (M&As) frenzy of the 1980s and 1990s, several factors fueled activity through mid-2007: readily available credit, historically low interest rates, rising equity markets, technological change, global competition, and industry consolidation. In terms of dollar volume, M&A transactions reached a record level worldwide in 2007. But extended turbulence in the global credit markets soon followed.The speculative housing bubble in the United States and elsewhere, largely financed by debt, burst during the second half of the year. Banks,concerned about the value of many of their own assets, became exceedingly selective and largely withdrew from financing the highly leveraged transactions that had become commonplace the previous year. The quality of assets held by banks through out Europe and Asia also became suspect, reflecting the global nature of the credit markets. As credit dried up, a malaise spread worldwide in the market for highly leveraged M&A transactions.By 2008, a combination of record high oil prices and a reduced availability of credit sent most of the world’s economies into recession, reducing global M&A activity by more than one-third from its previous high. This global recession deepened during the first half of 2009—despite a dramatic drop in energy prices and highly stimulative monetary and fiscal policies—extending the slump in M&A activity.In recent years, governments worldwide have intervened aggressively in global credit markets (as well as in manufacturing and other sectors of the economy) in an effort to restore business and consumer confidence, restore credit market functioning, and offset deflationary pressures. What impact have such actions had on mergers and acquisitions? It is too early to tell, but the implications may be significant.M&As are an important means of transferring resources to where they are most needed and of removing underperforming managers. Government decisions to save some firms while allowing others to fail are likely to disrupt this process. Such decisions are often based on the notion that some firms are simply too big to fail because of their potential impact on the economy—consider AIG in the United States. Others are clearly motivated by politics. Such actions disrupt the smooth functioning of markets, which rewards good decisions and penalizes poor ones. Allowing a business to believe that it can achieve a size “too big t o fail” may create perverse incentives. Plus, there is very little historical evidence that governments are better than markets at deciding who shouldfail and who should survive.In this chapter, you will gain an understanding of the underlying dynamics of M&As in the context of an increasingly interconnected world. The chapter begins with a discussion of M&As as change agents in the context of corporate restructuring. The focus is on M&As and why they happen, with brief consideration given to alternative ways of increasing shareholder value. You will also be introduced to a variety of legal structures and strategies that are employed to restructure corporations.Throughout this book, a firm that attempts to acquire or merge with another company is called an acquiring company, acquirer, or bidder. The target company or target is the firm being solicited by the acquiring company. Takeovers or buyouts are generic terms for a change in the controlling ownership interest of a corporation.Words in bold italics are the ones most important for you to understand fully;they are all included in a glossary at the end of the book. Mergers and Acquisitions as Change AgentsBusinesses come and go in a continuing churn, perhaps best illustrated by the ever-changing composition of the so-called Fortune 500—the 500 largest U.S. corporations. Only 70 of the firms on the original 1955 list of 500 are on today’s list, and some 2,000 firms have appeared on the list at one time or another. Most have dropped off the list either through merger, acquisition, bankruptcy, downsizing, or some other form of corporate restructuring. Consider a few examples: Chrysler, Bethlehem Steel, Scott Paper, Zenith, Rubbermaid, Warner Lambert. The popular media tends to use the term corporate restructuring to describe actions taken to expand or contract a firm’s basic operations or fundamentally change its asset or financial structure. ···································································································SynergySynergy is the rather simplistic notion that two (or more) businesses in combination will create greater shareholder value than if they are operated separately. It may be measured as the incremental cash flow that can be realized through combination in excess of what would be realized were the firms to remain separate. There are two basic types of synergy: operating and financial.Operating Synergy (Economies of Scale and Scope)Operating synergy comprises both economies of scale and economies of scope, which can be important determinants of shareholder wealth creation. Gains in efficiency can come from either factor and from improved managerial practices.Spreading fixed costs over increasing production levels realizes economies of scale, with scale defined by such fixed costs as depreciation of equipment and amortization of capitalized software; normal maintenance spending; obligations such as interest expense, lease payments, and long-term union, customer, and vendor contracts; and taxes. These costs are fixed in that they cannot be altered in the short run. By contrast, variable costs are those that change with output levels. Consequently, for a given scale or amount of fixed expenses, the dollar value of fixed expenses per unit of output and per dollar of revenue decreases as output and sales increase.To illustrate the potential profit improvement from economies of scale, let’s consider an automobile plant that c an assemble 10 cars per hour and runs around the clock—which means the plant produces 240 cars per day. The plant’s fixed expenses per day are $1 million, so the average fixed cost per car produced is $4,167 (i.e., $1,000,000/240). Now imagine an improved assembly line that allows the plant t o assemble 20 cars per hour, or 480 per day. The average fixed cost per car per day falls to $2,083 (i.e., $1,000,000/480). If variable costs (e.g., direct labor) per car do not increase, and the selling price per car remains the same for each car, the profit improvement per car due to the decline in averagefixed costs per car per day is $2,084 (i.e., $4,167 – $2,083).A firm with high fixed costs as a percentage of total costs will have greater earnings variability than one with a lower ratio of fixed to total costs. Let’s consider two firms with annual revenues of $1 billion and operating profits of $50 million. The fixed costs at the first firm represent 100 percent of total costs, but at the second fixed costs are only half of all costs. If revenues at both firms increased by $50 million, the first firm would see income increase to $100 million, precisely because all of its costs are fixed. Income at the second firm would rise only to $75 million, because half of the $50 million increased revenue would h ave to go to pay for increased variable costs.Using a specific set of skills or an asset currently employed to produce a given product or service to produce something else realizes economies of scope, which are found most often when it is cheaper to combine multiple product lines in one firm than to produce them in separate firms. Procter & Gamble, the consumer products giant, uses its highly regarded consumer marketing skills to sell a full range of personal care as well as pharmaceutical products. Honda knows how to enhance internal combustion engines, so in addition to cars, the firm develops motorcycles, lawn mowers, and snow blowers. Sequent Technology lets customers run applications on UNIX and NT operating systems on a single computer system. Citigroup uses the same computer center to process loan applications, deposits, trust services, and mutual fund accounts for its bank’s customers.Each is an example of economies of scope, where a firm is applying a specific set of skills or assets to produce or sell multiple products, thus generating more revenue.Financial Synergy (Lowering the Cost of Capital)Financial synergy refers to the impact of mergers and acquisitions on the cost of capital of the acquiring firm or newly formed firm resulting from a merger or acquisition. The cost of capital is the minimum return required by investors and lenders to induce them to buy a firm’s stock orto lend to the firm.In theory, the cost of capital could be reduced if the merged firms have cash flows that do not move up and down in tandem (i.e., so-called co-insurance), realize financial economies of scale from lower securities issuance and transactions costs, or result in a better matching of investment opportunities with internally generated funds. Combining a firm that has excess cash flows with one whose internally generated cash flow is insufficient to fund its investment opportunities may also result in a lower cost of borrowing. A firm in a mature industry experiencing slowing growth may produce cash flows well in excess of available investment opportunities. Another firm in a high-growth industry may not have enough cash to realize its investment opportunities. Reflecting their different growth rates and risk levels, the firm in the mature industry may have a lower cost of capital than the one in the high-growth industry, and combining the two firms could lower the average cost of capital of the combined firms.DiversificationBuying firms outside a company’s current prima ry lines of business is called diversification, and is typically justified in one of two ways. Diversification may create financial synergy that reduces the cost of capital, or it may allow a firm to shift its core product lines or markets into ones that have higher growth prospects, even ones that are unrelated to the firm’s current products or markets. The extent to which diversification is unrelated to an acquirer’s current lines of business can have significant implications for how effective management is in operating the combined firms.·················································································A firm facing slower growth in its current markets may be able to accelerate growth through related diversification by selling its current products in new markets that are somewhat unfamiliar and, therefore, mor risky. Such was the case when pharmaceutical giant Johnson &Johnson announced itsultimately unsuccessful takeover attempt of Guidant Corporation in late 2004. J&J was seeking an entry point for its medical devices business in the fast-growing market for implantable devices, in which it did not then participate. A firm may attempt to achieve higher growth rates by developing or acquiring new products with which it is relatively unfamiliar and then selling them in familiar and less risky current markets. Retailer JCPenney’s acquisition of the Eckerd Drugstore chain or J&J’s $16 billion acquisition of Pfizer’s consumer health care products line in 2006 are two examples of related diversification. In each instance, the firm assumed additional risk, but less so than unrelated diversification if it had developed new products for sale in new markets. There is considerable evidence that investors do not benefit from unrelated diversification.Firms that operate in a number of largely unrelated industries, such as General Electric, are called conglomerates. The share prices of conglomerates often trade at a discount—as much as 10 to 15 percent—compared to shares of focused firms or to their value were they broken up. This discount is called the conglomerate discount or diversification discount. Investors often perceive companies diversified in unrelated areas (i.e., those in different standard industrial classifications) as riskier because management has difficulty understanding these companies and often fails to provide full funding for the most attractive investment opportunities.Moreover, outside investors may have a difficult time understanding how to value the various parts of highly diversified businesses.Researchers differ on whether the conglomerate discount is overstated.Still, although the evidence suggests that firms pursuing a more focused corporate strategy are likely to perform best, there are always exceptions.Strategic RealignmentThe strategic realignment theory suggests that firms use M&As to makerapid adjustments to changes in their external environments. Although change can come from many different sources, this theory considers only changes in the regulatory environment and technological innovation—two factors that, over the past 20 years, have been major forces in creating new opportunities for growth, and threatening, or making obsolete, firms’ primary lines of business.Regulatory ChangeThose industries that have been subject to significant deregulation in recent years—financial services, health care, utilities, media, telecommunications, defense—have been at the center of M&A activity because deregulation breaks down artificial barriers and stimulates competition. During the first half of the 1990s, for instance, the U.S. Department of Defense actively encouraged consolidation of the nation’s major defense contractors to improve their overall operating efficiency.Utilities now required in some states to sell power to competitors that can resell the power in the utility’s own marketplace respond with M&As to achieve greater operating efficiency. Commercial banks that have moved beyond their historical role of accepting deposits and g ranting loans are merging with securities firms and insurance companies thanks to the Financial Services Modernization Act of 1999, which repealed legislation dating back to the Great Depression.The Citicorp–Travelers merger a year earlier anticipated this change, and it is probable that their representatives were lobbying for the new legislation. The final chapter has yet t o be written: this trend toward huge financial services companies may yet be stymied by new regulation passed in 2010 in response to excessive risk taking.The telecommunications industry offers a striking illustration. Historically, local and long-distance phone companies were not allowed t o compete against each other, and cable companies were essentially monopolies. Since the Telecommunications Act of 1996, local and long-distance companies are actively encouraged to compete in eachother’s markets, and cable companies are offering both Internet access and local telephone service. When a federal appeals court in 2002 struck down a Federal Communications Commission regulation prohibiting a company from owning a cable television system and a broadcast TV station in the same city, and threw out the rule that barred a company from owning TV stations that reach more than 35 percent of U.S.households, it encouraged new combinations among the largest media companies or purchases of smaller broadcasters.Technological ChangeTechnological advances create new products and industries. The development of the airplane created the passenger airline, avionics, and satellite industries. The emergence of satellite delivery of cable networks t o regional and local stations ignited explosive growth in the cable industry. Today, with the expansion of broadband technology, we are witnessing the convergence of voice, data, and video technologies on the Internet. The emergence of digital camera technology has reduced dramatically the demand for analog cameras and film and sent household names such as Kodak and Polaroid scrambling to adapt. The growth of satellite radio is increasing its share of the radio advertising market at the expense of traditional radio stations.Smaller, more nimble players exhibit speed and creativity many larger, more bureaucratic firms cannot achieve. With engineering talent often in short supply and product life cycles shortening, these larger firms may not have the luxury of time or the resources to innovate. So, they may look to M&As as a fast and sometimes less expensive way to acquire new technologies and proprietary know-how to fill gaps in their current product portfolios or to enter entirely new businesses. Acquiring technologies can also be a defensive weapon to keep important new technologies out of the hands of competitors. In 2006, eBay acquired Skype Technologies, the Internet phone provider, for $3.1 billion in cash, stock, and performance payments, hoping that the move would boosttrading on its online auction site and limit competitors’ access to the new technology. By September 2009, eBay had to admit that it had been unable to realize the benefits of owning Skype and was selling the business to a private investor group for $2.75 billion.Hubris and the “Winner’s Curse”Managers sometimes believe that their own valuation of a target firm is superior to the market’s valuation. Thus, the acquiring company tends to overpay for the target, having been overoptimistic when evaluating petition among bidders also is likely to result in the winner overpaying because of hubris, even if significant synergies are present. In an auction environment with bidders, the range of bids for a target company is likely to be quite wide, because senior managers t end to be very competitive and sometimes self-important. Their desire not to lose can drive the purchase price of an acquisition well in excess of its actual economic value (i.e., cash-generating capability). The winner pays more than the company is worth and may ultimately feel remorse at having done so—hence what has come to be called the winner’s curse.Buying Undervalued Assets (The Q-Ratio)The q-ratio is the rat io of the market value of the acquiring firm’s stock to the replacement cost of its assets. Firms interested in expansion can choose to invest in new plants and equipment or obtain the assets by acquiring a company with a market value less than what it would cost to replace the assets (i.e., q-ratio＜1). This theory was very useful in explaining M&A activity during the 1970s, when high inflation and interest rates depressed stock prices well below the book value of many firms. High inflation also caused the replacement cost of assets to be much higher than the book value of assets. Book value refers to the value of assets listed on a firm’s balance sheet and generally reflects the historical cost of acquiring such assets rather than their current cost.When gasoline refiner Valero Energy Corp. acquired Premcor Inc. in 2005, the $8 billion transaction created the largest refiner in NorthAmerica. It would have cost an estimated 40 percent more for Valero to build a new refinery with equivalent capacity.Mismanagement (Agency Problems)Agency problems arise when there is a difference between the interests of incumbent managers (i.e., those currently managing the firm) and the firm’s shareholders. This happens when management owns a small fraction of the outstanding shares of the firm. These managers, who serve as agents of the shareholder, may be more inclined to focus on their own job security and lavish lifestyles than on maximizing shareholder value. When the shares of a company are widely held, the cost of such mismanagement is spread across a large number of shareholders, each of whom bears only a small portion. This allows for toleration of the mismanagement over long periods. Mergers often take place to correct situations in which there is a separation between what managers and owners (shareholders) want. Low stock prices put pressure on managers to take actions to raise the share price or become the target of acquirers, who perceive the stock to be undervalued and who are usually intent on removing the underperforming management of the target firm.Agency problems also contribute to management-initiated buyouts, particularly when managers and shareholders disagree over how excess cash flow should be used.Managers may have access to information not readily available to shareholders and may therefore be able to convince lenders to provide funds to buy out shareholders and concentrate ownership in the hands of management.From: Donald DePamphilis. Mergers and acquisitions basics:All you need to know America :Academic Press. Oct，2010，P1-10翻译:并购基础知识：一切你需要知道的并购新千年的第一个十年,预示着全球大规模并购时代的到来。
企业并购的风险分析外文翻译
有关企业并购的毕业论文外文翻译原文：Security V endors Say MergerWill Give Them More Financial HeftLAST MONTH, Secure Computing Corp agreed to acquire messaging security vendor Cipher Trust Inc. For $273.6 million. The merged company will sell a range of enterprise gateway security appliances handle threats at the network edge and at the application level .John McNulty，CEO of San Jose-based secure computing and Jay Chaudhry, founder and CEO of Alpharetta, Ga.-based Cipher Trust, spoke with Computerworld about their plans. Excerpts follow:Why did Secure Computing and Cipher Trust join forces?McNULTY: We just see a great opportunity to establish an enterprise gateway security company.[And] the senior team at Secure had been stretched as the company has grown.CHAUDHRY: There are some 800 security start-ups. Most of them are doing point pr- oducts, and customers are getting tired of it.These companies bring a lot of innovation because of their focus. But they don’t quite have the financial strength or scale to be viable players. Cipher Trust and Secure Computi- ng combined will keep the focus and innovation of a start-up, but our size and financial st- rength is that of a large company.How do you expect Microsoft’s entry into the security tools business to aff ect your plans?McNULTY:Microsoft clearly is a huge factor. But Microsoft’s expertise is at the desktop.That is not an area we play in. It’s where you see the likes of Symantec, McAfee and Trend Micro. That is where Microsoft is going to have the biggest impact. Microsoft doesn’t sell Appliances. So this is not something that we fear.What about the moves by network equipment vendors like Cisco to get into the security business?CHAUDHRY:If you look at where the Ciscos of the world are playing, it’s at the network level. But if you look at the application gateway level, that is a newly emerging market—and so is the Web gateway market.Our belief is that with our focus and with our innovation, we are going to be moving forward with some leading-edge solutions.DO you agree with analysts who say users now will be more interested in integrated products than best-of-breed tools?CHAUDHRY: In the last six or seven years, there has been a debate over best-of breed vs. integrated products . [Some companies] have been making a big deal about best of breed. I think both approaches have issues.We’re seeing customers out there who have 10 to 15 boxes doing just the enterprisee-mail gateway. So they do want an integrated solution, but they aren’t willing to take chances with second-and third-tier solutions. Where the market is moving is where you need the best-of breed technology. But if you can deliver it in an integrated solution, that is when you win.How have the threats that users face changed in recent years?McNULTY: Most of the things we are intensely worried about today didn’t exist 10 years ago. The threat has changed from the kid in the basement trying to impress his friends by defacing a Web site to organized crime and to very competent computer experts trying to steal and to commit crimes.The FBI’s most recent report said that the cost of fraud on the Internet to American businesses was $67 billion. That’s just the tip of the iceberg, because it’s only the amount that people want to own up to. Signature-based defenses designed to prevent [trouble] after the horse has escaped the barn are ancient technology.Jaikumar Vijayan，Security Vendors Say Merger Will Give Them More Financial Heft[J]，Computerworld，2006(22)2：IntroductionReal estate finance institutions as well as the mortgage banking landscape have undergone a profound restructuring since the late 1980s. The industry continues tochange rapidly. This change is driven by technological innovation, deregulation, and an increasing competition within the sector triggered by non-bank financial intermediaries (see Bank for International Settlements, 2001; Belaisch et al., 2001;Smith and Walter, 1998)). Individual real estate institutions have increasingly responded to these developments by climbing aboard the mergers and acquisitions (M&A) treadmill. Consolidation activity among mortgage banks and other real estate The current issue and full text archive of this journal is available at finance institutions has increased significantly during the last decade, and particularly within the last three years. Despite the consolidation, hardly any empirical research analyses the value implications of M&A activity in the real estate finance sector up to now.To uncover the capital markets’ reaction to the announcements of M&A transactions in the real estate finance industry, we study a data set of 69 international transactions that occurred between 1995 and 2002. Our findings suggest that mergers and acquisitions between real estate finance institutions create value on average. Significant positive cumulated abnormal returns can be observed for the target firms, while shareholder value is neither created nor significantly destroyed on the part of the acquiring companies. This result contrasts with empirical evidence from US bank M&A during the 1990s.We start our analysis by providing a short review of the extensive prior research on M&A in the related financial institutions sector. Section three presents the data sample and the statistical methodology that we employed. In section four we discuss the results. Section five summarizes the findings and draws conclusions.Prior researchEvidence on the wealth effects of real estate finance mergers is very limited. In a sample of real estate investment trust (REIT) transactions that took place between 1977 and 1983 Allen and Sirmans (1987) found an increase in shareholder wealth upon the announcement of a merger both for the acquired and acquiring firms. However, this positive assessmentdoes not hold over time. Based on a sample of REIT mergers in the period between 1988 and 1994, Campbell et al. (1998) found large negative returns for the acquirers. Campbell et al. (2001) analyzed the stock market reaction to 85 REIT mergers and observed significantly negative but small stock market returns.Journal of Property Investment & FinanceVol. 24 No. 1, 2006Emerald Group PublishingDirk Schiereck and Markus Mentz译文：企业并购的风险分析摘要世界五次大规模并购浪潮充分促进了企业的成长和壮大。
并购财务风险中英文对照外文翻译文献
并购财务风险中英文对照外文翻译文献并购财务风险中英文对照外文翻译文献(文档含英文原文和中文翻译)并购的财务风险研究摘要并购是一个高风险的活动。
并购业务，无论是在准备阶段，还是在合并的运营阶段，或之后的整合阶段，将伴随着大量的不确定性。
这些跨国并购所带来的不确定性有可能导致巨大的财务风险。
尤其在当前,更多的国内企业已经选择了并购这条路。
本文对并购的各个重点阶段容易受到的财务风险分析，并对这些风险提出了防范措施。
关键词：并购，财务风险，防范措施在西方国家，并购有大约超过100年的历史，交易规模不断扩大。
2000年，在我国，第五次全球并购浪潮达到一个高峰，并购在我国越来越受欢迎。
例如，许多公司加快海外扩张和并购的步伐，许多企业选择并购来渡过难关。
正如我们所知道的，并购一定会有风险，比如：目标公司的评估，交易方法，或财务风险的选择。
如何才能避免这些风险？我们要选择哪种方法？这就是这篇文章的目的。
1.并购导致财务风险的原因1.1高估或低估了公司价值带来的风险1.1.1信息不对称是影响估计的主要因素由于信息不对称，目标公司一直隐瞒不良信息和夸大良好的信息。
投标人还夸大自己的实力，他们所披露的情况不足或失真。
因此，贸然行动的失败结果随处可见。
有很多有关风险的资料，两个重要的例子就是：第一，股票风险，公平对任何一家公司都是很重要的，但所提供的信息和真实情况之间存在着差异，这些虚假的信息威胁到并购的成功；第二，债务信息的风险，如果没有发现这种风险，庞大的债务将毫无缘由的转嫁到投标人身上。
1.1.2缺乏合理的评估方法有三种评估方法：成本法、市场法、收益法，这其中，市场法要求有关信息的对称性要高，只有当信息评价具有高对称性时才可以对企业作出准确判断。
然而，在我国，信息对称水平低，小企业采用这种方法。
他们大多采用替代法和收益法。
这两个方法也有缺点，重置成本反映历史成本，不能反映未来盈利能力；就算把现值看做增值的收入，它也明显的缺陷，那就是，未来的收入预期是不同的。
国有企业的并购与重组案例研究
国有企业的并购与重组案例研究随着全球经济的快速发展和市场的竞争加剧，企业之间的并购与重组成为了一种常见的商业策略。
国有企业作为经济中的重要角色，也积极参与并购与重组活动以提升竞争力。
本文将通过分析一些具体案例，来探讨国有企业的并购与重组对企业发展的影响，并研究其所取得的成果与困难。
一、案例一：中国石油化工集团公司与中国石油天然气集团公司的合并重组1.1 案例背景中国石油化工集团公司（简称石化集团）和中国石油天然气集团公司（简称石油集团）是中国两大石油能源巨头。
为了提高国内石油行业的整体实力和国际竞争力，两家公司决定进行合并重组。
1.2 案例分析该合并重组使石油行业的资源整合更加高效，减少了重复竞争，提高了整体效益。
同时，两大企业的市场份额得到了进一步扩大，国际影响力也得以提升。
合并重组后的企业实现了资源共享和协同发展，进一步加快了国有企业的改革步伐。
然而，面临的困难也不容忽视。
合并重组需要整合两家企业的管理体系、企业文化等方面，这需要时间和精力。
企业文化冲突、人才流失等问题都对整合带来了一定的压力。
因此，在并购与重组过程中，对于文化融合和人才保留的管理非常重要。
二、案例二：中国宝钢集团公司与武汉钢铁集团公司的合并2.1 案例背景中国宝钢集团公司（简称宝钢）和武汉钢铁集团公司（简称武钢）是中国两大钢铁巨头。
由于国内钢铁行业面临着产能过剩和环境保护压力，两家公司决定进行合并以应对外部挑战。
2.2 案例分析通过合并，宝钢和武钢整合了两家公司的产能和资源，实现了合力并进、优势互补。
合并后，新组建的企业在市场份额、技术创新以及国际竞争力方面都得到了显著提高。
同时，合并后的企业还推动了钢铁行业的结构优化和升级。
然而，合并过程中也面临了一系列的问题。
一方面，由于两家企业在产业链和产品结构上存在差异，合并整合的难度较大。
另一方面，合并后的企业面临多重压力，如员工安置、产能整合等。
因此，在并购与重组中要进行充分的规划和准备，以确保合并后的企业能够实现长期可持续发展。
全球价值链的治理外文翻译 大学论文
本科毕业论文外文翻译外文题目：The Governance of Global Value Chains出处：Review of International Political Economy作者：Gary Gereffi, John Humphrey, Timothy Sturgeon译文：全球价值链的治理摘要本文构建了一个理论框架来解释全球价值链的治理模式。
它依据交易成本经济学、生产网络、技术能力和企业层面的学习着三方面的文献，定义了在决定全球价值链的治理和变化中其作用的三个变量。
它们分别是：（1）交易的复杂程度，（2）进行交易的能力，（3）供应基地的容量。
这个理论产生了从高到低不同程度的明确合作和权利不对称的五种类型的全球价值链的治理模式——层级型、领导型、关系型、模块型和市场型。
本文通过对自行车、服装、园艺和电子这四个产业的简单案例的研究，强调了全球价值链治理的动态和重叠的本质。
一、引言在过去的几十年里，世界经济特别是在国际贸易和产业组织领域发生了巨大的变化。
当代经济最重要的两个新特征就是生产和贸易的全球化，以及跨国公司的垂直分工。
前者加速了发展中国家的工业能力的增长，后者使得跨国公司的核心竞争力集中在创新和产品策略、营销、高附加值的制造业和服务业，同时减少其对一般服务和批量生产这些非核心的功能的直接所有权。
这两个变化一方面为各种各样的相邻市场间的网络整理形式奠定了基础，另一方面为大型的垂直一体化公司的产生提供了条件。
本文的目的在于构建一个理论框架，为了更好地理解在全球市场的生产中治理结构的转变，这个结构指的是“全球价值链”。
我们的目的在于为已知领域的各种各样的网络形式提供秩序。
全球规模的产业组织的改革不仅仅对企业命运和产业结构产生影响，而且影响了国家如何以及为什么会在全球经济中前进或者停滞不前。
对全球价值链的研究和政策工作检验了全球生产和分工系统一体化的不同方式，以及发展中国家的企业在全球市场上提高地位的能力。
中海油公司并购案例分析
收购概况： 它在多伦多和纽交所上
• 法律支持
组财行市页西拥规织务业，岩哥有油森它气湾一气结状分做拥，及定资23构 况 析..有还尼储源了全中加在日量。更三球海拿北利的好、经油大海亚深的收油、等海济收准砂墨地常购疲购、备尼软美，克内 环显国在总外提森然优部 境国计，供—中有尼内2中了—海3利科外.海外经成油6于公拥油亿验境部功的并司有油桶。案海环购的油气油例外。为气资当5中净产3量5海探已.。7油明广除万••收可泛中吨政购采分国油策尼中加美储布近当宽克国拿国量于海量松大；
小组成员
• XXX：亮点分析，资料收集 • XXX：案例分析，PPT制作 • XXX：案例分析，查阅资料 • XXX ：PPT制作，成果展示
感谢下 载
中海油公司并购案例分析
China National Offshore Oil Cor poration
Contents
经济一自、主世中权界海油并购动因 国际地位
经济一体
通过跨
化二，、石失油败案例分析
国并购，极
安全的真
大地提高了
正三含、义成在功案例分析
跨国企业母
于 石四在 油、世 经启界济示（亮点）与对策分国位析的，国使际其地在
• 至此，这场长达8老个牌月石之油久企、业中碍。国迄今为止涉及金额最多、规模最
大的海外竞购，最终以中海油的主动退出而告终
失败但正确 中海油急流勇退是明智之
举
“退出竞购对中海油来说是好事。”
中国能源网首席信息官韩晓平说，“中海油没
有必要为政治因素多花钱，仍可以从其他地方
寻找资源。”
中海油最后放弃收购是认识到提价
体系中获
世界经济体
得最大的
系中占据着
经济自主
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参考文献[1] 唐彦.企业并购的财务风险及防范措施[J].商情.2012[2] 谢学军.企业并购中的知识转移与知识整合研究[D].南开大学.2010[3] 韩鹰东.战略驱动型企业并购研究[D].辽宁大学.2011[4] 李铁瑛.中国企业横向整合管理模式选择研究[D].华南理工大学.2011[5] 王艳.阿里“B计划”[J].中国经济和信息化.2014[6] 向志军.浅谈制造业财务成本精细化管理措施[J].企业改革与管理.2014(24)[7] 叶敏霞.不同经济性质企业收购中的财务问题及对策[J].中国集体经济.2010(10)[8] 张建儒.王璐.企业并购财务整合及协同效应评价[J].财会通讯.2015(02)[9] 韩鹰东.战略驱动型企业并购研究[D].辽宁大学.2011[10] 毋立化.企业并购中财务风险产生的原因及对策[N]. 财会信报. 2011-06-13 (C05)[11] 王萍.胡东旭 .企业并购“时间就是敌人”[N]. 企业家日报. 2013-05-20 (021)[12] 李欣.卧龙控股并购ATB协同效应显现[N]. 证券时报. 2012-04-28 (A03)[13] 徐洁云.优酷土豆未了局：1+1能否大于2[N]. 第一财经日报. 2012-05-31 (C01)[14] Morris,Mick,Cherries, Neil [J].Control Engineering, 2013, pp.n[15] A Clear Look at Internal Controls: Theory and Concepts, Babk Jamshidi-Navid,[J].Accounting Horizons，Feb.2010.外文资料翻译译文基于价值链的石油化工企业并购研究摘要基于价值链和跨国并购的理论分析，我们研究的合并和石化产业基础价值链上的收购，根据佩特罗的价值链的特征化学工业。
我们提出的实施过程及并购获取积分的方法基于价值链的石化行业的地位。
关键词：合并；价值培养；整合；模式1.景区简介如今的发展，包括结构调整—世界佩特罗的合并与重组—化学工业是一种表现形式全球资源，如能源的分配。
它主要反映了日益实现的全球分布石化产业链，包括增加全球化的探索，挖掘，提炼，并存储和运输和销售石油天然气。
在2009，中国成为世界上第四大原油生产国与原油生产1亿8900万吨，占世界5.4%总产量和非常接近俄罗斯，沙特阿拉伯和美国。
然而，在2009，中国成为世界上第二大石油消费国石油消费量为3亿9300万吨多。
我国对外贸易依存度高达52%进口量为2亿400万吨。
数据显示在盖茨中国供求危机悖论能量场，使其极端重要海外石油资源，通过兼并的安全中国的能源供应。
在美国进行了一项研究表示，贝恩资本公司，只有24%的企业创造了新的价值通过100家企业之间的合并进行了合并和收购谈判。
已经成功地实现了合并。
而56%企业原有的价值而又不贬低甚至新的价值，尽管他们最初达成合并协议。
因此，如何通过完善的并购管理模式来实现企业跨国并购的预期目标，是并购企业面临的主要问题。
因此，它是MER策略研究意义—德国企业并购以及战略，石化企业跨国经营产业符合中国的现实基础价值链整合的相关理论和视角。
2.并购的理论基础2.1.基于价值链的石油化工产业价值链理论描述一个语料库-波特为整个业务活动划分为多个具体的单位在他的分析肺公司竞争优势。
他叫他们价值创造活动，其功能有差异不同的部分。
价值创造活动主要包括基本活动是指生产、宣传—、运输、售后服务等，并指供应原料的补充活动材料，技术，人力资源，金融和等等. 在林前活动中的活动相互联系—公司价值创造过程的构成及价值创建链，这是一个公司的价值链。
1994，格里菲提出全球商品链的框架，将价值链与组织的全球化。
他对生产链的生产者驱动，以及购买者驱动的基础上的框架进行了比较研究。
早在第二十一世纪，格里菲和同一领域的研究组同意长期全球价值链取代全球商品链的发展中国家企业应该抓住每一个机会，融入全球价值链的第二十一个世纪以来。
石化行业分析价值链石化产业价值链的基本活动包括油田建设和开采，炼油产品的生产，石油和天然气的储存和运输，石化产品和服务的销售等。
2.2.石化产业价值链的辅助活动包括基础设施、人力资源、技术开发和企业的采购油田勘探开发的上游对石化行业来说，这是必不可少的专业一般石油化工生产技术。
它主要包括石油勘探、开发决策、失水—和工程设备采购。
油田建设完成后，油田和相关设备将原油开采，并成为原油。
当进入炼油厂，将原油提炼成各种各样的原油石油的增长，如汽油、柴油和煤油等等等等。
石油和天然气的储存和运输是运输—石化产品的实现过程，其中产品将被转移到下一个生产商或经销商，如将石化产品运送至3月—营销公司与经销商。
销售石油化工产品是最重要的石油化工价值链段。
服务是维护和增加生产过程的过程生产销售价值。
佩特罗衍生物—化工产品包括汽油、柴油和润滑油等等等等。
他们提供不同的服务。
3.基于价值链的企业并购的实施过程合并后的价值链整合是一个专业—分析并购过程。
它定义了功率因数每一节的价值链分析和亲—微尘合并的因素的能力，通过整体价值链的创新能力—企业将开发。
下面的图并购的实施过程基于价值链的企业。
如图3-1所示。
图3-1基于价值链的企业并购的实施过程3.1.价值链分析价值链分析是一种战略分析工具，通过它我们可以认识到创造价值的价值—两国企业参与并购的过程。
它是后续整合的基础。
企业内部价值链分析：企业内部价值链包括基本活动和补充活动。
直接活动和间接创造价值的每一个包括在上述活动。
贸易价值链分析：企业的价值链划分分成两个主要的供应链，分别上游的值链（供应商）和下游的价值链（买家）企业的。
3.2.价值链过程的评估根据波特的价值链理论，对企业建设贡直接对企业的边际利润价值链的基本和辅助活动。
通过对价值链的评估，我们应该能够判断哪些环节是关键性的环节，而在价值链的价值创造过程中，活动是多余的。
3.3.价值链整合兼并和并购后的整合价值链—，主要有价值的改革和重组企业边界的创造过程。
一般说—，有四的企业集成模式，即吸收、共生、保护和控制。
如图2所示。
吸收整合模式：在这种整合模式下，资源的相互价值可共享链，可消除重复链接和企业的经营成本可以削减关闭。
共生一体化模式：并购完成后，“双方仍有独立经营权。
但他们依靠彼此策略和转变他们的管理技能和能力。
保护一体化模式：实现这一整合模式后，进入—并购企业将更少的干预关于合并企业。
独立的权利两者的比例和管理仍有变。
控制一体化模式：双方的资源将整合—综合利用并购这一模式下。
以这种方式，资源的力量和优势将充分利用。
如图3-2所示。
低高战略要求图3-2 高企独立要求3.4.关于整合效应分析价值链：价值链整合的过程是一个过程发现问题和不断改进。
因此，应评估在每一个操作过程，并购整合过程中的问题时间和调整整合计划和策略。
同时，一个反馈的良好循环过程并在时间上的改善可能会形成相应的整合过程。
4.四基本方法4.1.上游价值链整合合并企业的上游价值链价值链的供应商的整合—流价值链的供应商应该切断交易和经营成本的情况下，企业保证供应链的安全性企业后的整合。
4.2.内部价值链整合我们可以全面而具体地理解关于哪些活动可以产生价值的歌剧—通过对内部价值的分析企业链。
具体地说，是内部的—企业的价值链可以集成在跟随—荷兰国际集团。
企业的基础设施整合：企业的基础设施整合是企业的基础设施整合的一部分，作为版权集合的整合。
这是跨境MER第一节—GER与并购整合。
企业整合基础设施是指并购整合合并后的基础设施和固定资产—企业并购的过程后。
MER—该收购可能评估，吸收或皮固定根据其发展被兼并企业的资产—发展战略和经营目标。
人力资源管理的整合：人力资源是一种特殊的资本资源。
它有稀缺性和难以模仿的特点。
结构—企业人力资源的真实性决定了企业的人力资源知识技能，团队精神和创新能力。
在那里—在人力资源整合的过程中，应实现以下几个方面：加强—沟通，留住人才，解决一般EM—获得适当和建立有效的制度环境—勇敢工作人员。
金融一体化：兼并和收购的目标是加强它的竞争力和创造更多的价值，通过重新—源集成。
成本管理，风险控制优化财务管理流程应金融一体化进程中的主要事项。
兼并与收购的协同效应整合应努力实现。
有2种替代模式集成的网络连接—南希：移植模式和混合模式。
当—整体转移移植模式选择或混合模式与相互和谐应该是—确定企业的整合过程。
4.3.下游价值链整合下游价值链整合的价值经销商链。
关于交易的特殊性在汽油和化学方面，各种各样的事情应该被保险在下游价值整合的过程中连锁整合。
第一，统筹交易原油的运输。
其次，企业要注意处理好东道国的交易在获得优惠政策的行动。
第三，狩猎对于新的营销渠道，积极扩大分布—执行市场份额。
第四，推出石油运输计划—站在国内按照国家—尝试的能源战略。
5.结论基于跨国兼并和交流的整合问题是一种集成和管理有形合并企业资源。
这意味着合并收购整合其全球资源整合能力，双方的操作运用。
并购提高核心企业的竞争性和通过其长期利润最大化全球资源配置的行动，本地化操作管理模式，广泛使用全球稀土—全球价值链的来源与整合。
中国石化企业欲植入全球价值链的石化产品通过跨国并购，实现其跨越式发展。
中国石化进入—企业越来越国际化。
各种案件，无论失败或成功，适用于珍贵的重新—中国企业“走出去”研究的来源。
跨境并购的基本整合模式基于价值链的收购被提出线的价值链分析方面。
整个价值链整合分为上游价值连锁整合，内部价值链整合企业下游价值链整合。
外文原文Research for Merger and Acquisition of PetrochemicalIndustries Based on Value ChainABSTRACTBased on the analysis of the theories of value chain and multinational merger and acquisition, we research the merger and acquisition of petrochemical industries based on value chain, according to the trait of the value chain of the petrochemical industries. And we propose the implementation process and the integration method for the merger and acquisition of petrochemical industries based on value chain.Keywords: Merger; Value Train; Integration; Pattern1. IntroductionNowadays the development including structural adjustment, merger and recombination of worldwide petrochemical industries is one of the manifestations of the global distribution of resources such as energy. It mainly reflects the increasingly realized global distribution of the petrochemical industrial chain, including the increasing globalization of exploration, digging, refining process, and also storage and transportation and sales of oil and gas.In 2009, China became the world’s fourth largest crude oil producing country with a crude oil production of 189 million tons which occupied 5.4% of the world total production and very close to Russia, Saudi Arabia, and the United States. However, in 2009, China became the world’s second largest oil consuming countries only after the United States with an oil consumption of as many as 393 million tons. And the ratio of China’s dependence on foreign trade was up to 52% with the oil import amounts to 204 million tons. The data indicates China’s supply and demand crisis paradox in the field of energy, making it extreme important to acquire overseas oil resources by means of merger for the safety of China’s energy supply. In a research conducted by the United Stated BAIN Company, only 24% of the enterprises have created new value through merger among the 100 enterprises which had conducted merger and acquisition negotiations and had successfully realized merger .while 56% of the enterprises disparaged their original value even without creating new value, though they had reached a merger agreement at first. Therefore,how to realize the expected goals through sound merger management model in the process of multinational mergers is the main problem the merger enterprises are facing. Thus, it is significant to research the strategy of merger and acquisition of enterprises as well as strategy for multinational integration of enterprises of petrochemical industries conforms to China’s reality with the basis of relative theory and angle of integration of value chains.2. Theoretical Basis of the M&A of the2.1. Petrochemical Industries Based on Value ChainDescription of Value Chain Theory Potter divided the whole business activity of a corporation into many single specific units in his analysis of corporation competitive advantage . And he called them value creating activity, which functions differently in different sections. Value creating activity mainly includes elementary activity which refers to production, promotion, transportation, and after-sale service and so on, and supplementary activities which refers to supply of raw material, technology, human resources, and finance and so on. The activities connect with each other in the corporation value creating process and constitute the value creating chain, which is the value chain of a corporation . In 1994, Griffin put forward the framework of Global Commodity Chain, associating value chain with organization of globalization. And he conducted a comparative study between the production chains of producer-driven as well as purchaser-driven based on the framework . Early in the 21st century, Griffin and groups of researchers of the same field agreed to substitute Global Commodity Chain with the term Global Value Chain.Enterprises of developing countries should seize every opportunity to integrate into the global value chain since the 21st century. Analysis of Petrochemical IndustriesValue Chain The elementary activities of petrochemical industries value chain include Oilfield construction and mining, refining products production, oil and gas storage and transportation, sale of petrochemical products and service and so on .2.2. the supplementary activities of petrochemical industries value chain include infra-structure, human resources, technology development and the purchase of enterprises.Oil field exploration and development: Oil field exploration and development is the upstream of petrochemical industries and it is essential for the production of general petrochemical production. It mainly includes oil field exploration,exploitation decision, location layout, and engineering equipment purchase. Refining products production:When oil field construction is completed, the oil will be exploited and become crude oil through oil field and relative equipment.When entering into the refinery, the crude oil will be refined and converted into all kinds of petroleum growing such as gasoline, diesel, and kerosene and so on.Oil and gas storage and transportation:Oil and gas storage and transportation is the transportation process of petrochemical products, by which the products will be transferred to the next producer or dealer, such as transporting the petrochemical products to marketing company and franchiser. Sale of petrochemical products :Sale of petrochemical products is the most important section of petrochemical value chain. Service:Service is the process to maintain and add production value after the sale of production. Derivatives of petrochemical products include gasoline, diesel, and lubricant and so on. They offer different service.3.Implementation Process of the Merger and Acquisition ofEnterprises Based on Value ChainThe integration of the value chain after merger is a process of analysis and merger. It defines the power factors of every section by the analysis of value chain and pro-motes the ability of the factors by merger, through which the creative ability of the whole value chain of enterprises will be developed. The following Figure 1shows the implementation process of the merger and acquisition of enterprises based on value chain.Figure 1. Implementation process of the merger and acquisition of enterprises based on value chain.3.1. Value Chain AnalysisValue chain analysis is a strategic analyzing instrument, through which we can recognize the value creating process of bilateral corporations involved in the merger. It is the basis of the follow-up integration. Analysis of the interior value chain of enterprises The interior value chain of enterprises includes basic activity and supplementary activity. Activities of direct and indirect creation of value share included in each of the aforesaid activities. Analysis of the value chain of trades The value chain of trades of enterprises are divided into two main chain units, respectively upstream of value chain (suppliers) and downstream of value chain (buyers) of the enterprises.3.2. Assessment of the Process of Value ChainAccording to Potter value chain theory, the basic and supplementary activities of value chain of enterprises con- tribute directly to the marginal profit of the enterprises.After assessment of value chain, we should be able to judge which links are the key parts and which activities are redundant in the process of value creation of mutual value chains.3.3. Integration of Value ChainThe integration of value chain after mergers and acquisitions are mainly reform and reorganization to the value creation process in Boundary of Firm. Generally speaking, there are four patterns of integration of enterprises, namely types of absorption, symbiosis, protection and control .These are illustrated as in Figure 2. Absorption integration mode Under this integration mode, resources of mutual value chains can be shared, repeated link may be eliminated and costs of the operation of the enterprises can be cut off accordingly. Symbiosis integration mode After the completion of mergers and acquisitions, the two parties involved could still possess independent rights of operation. But they would rely on each other on strategies and shift many of their management skills and abilities.Protection integration mode After the fulfillment of this integration mode, enterprises of mergers and acquisitions would intervene less about the merged enterprises. Independent rights of ope- ration and management are still possessed by the two sides. Control integration mode Resources from both sides would be integrated comprehensively by mergers and acquisitions under this mode. In this way, the power and advantage of the resources would be fully used.high enterprise independent requireLow high strategy require3.4. Analysis about the Effect of the Integration of Value ChainThe process of integration of value chain is a process of problems found and improved constantly. Therefore, enterprises should assess every operation process in the process of merger integration in order to find problems in time and adjust integration plans and strategies at the same time. A good circulation process of giving feedback and improving in time could be formed accordingly in the process of integration.4.Four Elementary Ways Based on Mergers and AcquisitionsIntegration of Value Chain4.1. Upstream Value Chain IntegrationUpstream value chain of merged enterprises means the value chain of its suppliers to the integration of the up- stream value chain suppliers should cut off transaction and operation costs of the enterprises under the condition of the guarantee of the safety of the supply chain of the enterprises after the integration .4.2. Interior Value Chain IntegrationWe can comprehend comprehensively and specifically about which activities could produce value in the operation process through the analysis of the interior valuechain of enterprises. To state specifically, the interior value chain of enterprises could be integrated on the following aspects. Integration of enterprises’infrastructure Integration of enterprises’ infrastructure is part of as Copyright sets integration. It’s the first section of cross border merger and acquisition integration. Integration of enterprises’infrastructure means merger s and acquisitions integrate the infrastructure and fixed assets of the merged enterprises after the process of mergers and acquisitions. Mergers and acquisitions may assess, absorb or peel the fixed assets of the merged enterprises according to its development strategies and operation targets. Integration of human resource management. Human resource is a special capital resource. It has features of rareness and difficulty in imitation. The structure of human resource of an enterprise determines its knowledge skills, team spirits and creative ability. Therefore, in the process of integration of human resource, the following aspects should be achieved: strengthening communication, keeping talents, settling down general employees properly and establishing efficient system to encourage staff members. Integration of finance The goal of mergers and acquisitions is to strengthen its competitiveness and create more value through re-source integration. Costs management, risk control and optimization of financial management process should be the main items in the process of integration of finance. Synergistic effect between mergers and acquisitions and integration should be tried best to achieve. There are two alternative patterns for integration of finance: transplantation pattern and blending pattern. Whether to choose overall transferred transplantation pattern or blending pattern with mutual harmony should be determined by the integration process of enterprises.4.3. Downstream Value Chain IntegrationDownstream value chain integration means the value chain of dealers. Concerning about particularity of trades of petrol and chemistry, various things should be insuredin the process of the integration of the downstream value chain integration. First, plans a whole the transactions of transportation of crude oil. Secondly, enterprises should be aware of dealing well with host country and taking actions in acquiring preferential policies. Thirdly, hunt for new marketing channels actively and expand distributed market share. Fourthly, launch plans of oil transportation into domestic country in accordance with the country’s energy strategy.5. ConclusionsIntegration based on cross border mergers and acquisitions is a way to integrate and manage the tangible resources of merged enterprises. It means mergers and acquisitions combine the operation of the two sides by virtue of its ability to integrate global resources. Mergers and acquisitions improve its core enterprise’s compete and maximize its long term profit through the actions of global allocation of resources, localization of operation management pattern, wide use of global re- sources and integration of global value chain. Chinese petrochemical enterprises desire to implant global value chain of production of petrochemicals through cross border mergers and acquisitions, and achieve its leap forward development. Chinese petrochemical enterprises become more and more internationalized. Various cases, no matter failed or successful, apply precious resources for studying “Going Out”of Chinese enterprises. The basic integration mode of cross border mergers and acquisitions based on value chain is brought out from the aspect of analysis of value chain of lines. The whole value chain integration is divided into upstream value chain integration, interior value chain integration and downstream value chain integration of the enterprises.。