企业跨国并购论文中英文资料外文翻译文献
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。
经济财务外文翻译外文文献英文文献跨国并购
Author:R.J. Kish.Nationality: AmaricaOriginate form: Journal of Multinational Financial Management 1998(8) 434–43作者：基什国籍：美国出处：《跨国公司财务管理》，第8卷，第四期，1998年11月，434-437 原文1Cross-border mergers and acquisitions:the European–US experience1. Factors motivating cross-border acquisitionsIn her extensive discussion of the merger and acquisition process McDonagh Bengtsson (1990) proposes that the following factors motivate many companies to acquire foreign firms: the desire to spread products and diversify risks geographically; to gain back-up products; to exploit synergies; and to attain economies of scale. However, she cautions that workforce problems, poor facilities, as well as social and technological differences may expose the acquiring company to new risks. Other studies in the area of cross-border acquisitions attribute the pattern of acquisitions to several competing factors, both favorable and unfavorable. The discussion that follows surveys a sampling of these factors, examining first the favorable acquisition variables (i.e. variables that appear to influence the firm’s concerned with cross-border deals), then the unfavorable ones. We pay particular attention to those factors more directly related to the countries under study.1.1. Favorable acquisition factorsAlthough there are a number of factors that favor acquisition activity, we focus on those that seem to affect cross-border acquisitions between the US and the EU. These factors include exchange rates, diversification, and economic conditions in the home country, as well as technology and human resources.1.1.1. Exchange ratesCurrent and forecasted future exchange rates affect the home currency equivalent of acquisition prices, as well as the present value of future cash flows accruing to the acquired firm;therefore, the dominant effect in any particular case is ultimately an empirical question. Existing studies, predictably, arrive at different conclusions concerning the role of exchange rates. For example, Froot and Stein (1991) propose that, while there is a relationship between the exchange rates and acquisition activity, there is no evidence that a change in the exchange rate improves the position of foreign acquirers relative to their US counterparts. They contend that when the dollar depreciates, the US becomes a cheaper place for any firm to do business — foreign or domestic. In addition, they downplay the relationship between foreign acquisitions and exchange rates, arguing that improved capital mobility leads to equalized, risk-adjusted returns on international investments. Goldberg (1993) reaches different conclusions. She finds that a depreciated US dollar reduces FDI in American businesses. She also contends that the reverse holds true, that is, if the dollar is strong, one observes an increase in foreign acquisition of US firms and a downward trend in US acquisitions of foreign firms. However, Harris and Ravenscraft (1991) present empirical evidence that is in contrast toGoldberg’s findings. In particular, they contend that a deprecia ted dollar increases the number of foreign acquisitions of US firms.1.1.2. DiversificationThis argument is based on the empirical observation that the covariance of returns across different economies, even within the same industries, is likely to be smaller than within a single economy. It follows that the prospective acquiring company must first decide on its desired levels of risk and return. Only then should it attempt to identify countries, industries, and specific firms that fall within its risk class. In addition, by acquiring ongoing foreign concerns, companies may be able to circumvent tariff and non-tariff barriers, thereby improving their risk–return tradeoff by lowering the level of unsystematic risk.71.1.3. Economic conditions in the home countryFavorable cyclical conditions in the acquiring firm’s home country should facilitate cross-border acquisitions as a means for increasing demand and levels of diversification. On the other hand, adverse economic conditions, such as a slump, recession, or capital market constraints, may cause prospective acquiring firms to concentrate on their domestic business while postponing any international strategic moves.1.1.4. Acquisition of technological and human resourcesIf a firm falls behind in the level of technological knowledge necessary to compete efficientlyin its industry, and it is unable or unwilling to obtain the required technology through research and development, then it may attempt to acquire a foreign firm which is technologically more advanced. In their study, Cebenoyan et al. (1992) support this point, showing that the expansion into new markets through acquisitions allows firms to gain competitive advantage from the possession of specialized resources.1.2. Unfavorable acquisition factorsThe factors discussed thus far generally tend to encourage firms to make crossborder acquisitions. In contrast, there are other variables that often appear to restrain cross-border combinations. These include information asymmetry, monopolistic power, as well as government restrictions and regulations.1.2.1. Information asymmetry.Roll (1986) contends that information about a prospective target firm (e.g. marketshare, sales, cash flow forecasts) is crucial in the decision-making process of an acquiring firm. If the necessary information is not available, Roll (1986) argues that the prospective acquiring firm may be forced to delay or discontinue its plans, eventhough the foreign firm appears to be an attractive target. In contrast, Stoughton (1988) argues that information effects are not always harmful. He points out that the prospective acquirer may be able to obtain information about the target firm that is not available to other market participants.1.2.2. Monopolistic powerIf a firm enjoys monopolistic power (a difficult prospect in the US, due to antitrust laws), then entry into the industry becomes more difficult for potential competitors, domestic or foreign. Moreover, a monopolist is much more likely to resist a takeover attempt. Other barriers to entry that make cross-border acquisitions especially difficult within a monopolistic environment include extensive outlays for research and development, capital expenditures necessary to establish greenfield production facilities, and/or product differentiation through a massive advertising campaign.1.2.3. Government restrictions and regulationsMost governments have some form of takeover regulations in place. In many instances, government approval is mandatory before an acquisition by a foreign firm can occur. In addition, there may exist government restrictions on capital repatriations, dividend payouts, intracompanyinterest payments, and other remittances. Scholes and Wolfson (1990) for example, discuss periods in the US where regulatory events discouraged acquisition activity; they cite the William’s Amendments and the Tax Reform Act of 1969 as significant legal and regulatory changes that contributed to a significant showdown in merger activity in the 1960s. In addition, Scholes and Wolfson (1990) argue that there was a similar impact resulting from changes in US tax laws in the 1980s, because those changes increased transaction costs in acquisitions involving US sellers and foreign buyers. On the other hand, Dewenter (1995) contends that her empirical findings in the chemical and retail industry contradict Scholes and Wolfson (1990). She concludes from her findings that the US tax regime changes in the 1980s provide no explanation for the level of foreign acquisition activity. However, one must note that while Dewenter (1995a) only examined two industries, representing approximately 16% of foreign acquisition activity during 1978–89, Scholes and Wolfson (1990) examined activity from 1968 through 1987 and included a large number of industries in their study. This discussion of the variables that influence cross-border acquisitions, both positively and negatively, suggests that whereas there exists a substantial measure of added complexity in mergers involving firms in different countries, some fundamental aspects of merger analysis remain unchanged. That is, a merger or acquisition, cross-border or domestic, can be treated in the framework of a capital budgeting decision, where the main variables to be estimated are the future cash flows, the acquisition price, and the costs of financing the transaction. Therefore, it stands to reason that, at a macroeconomic level, one should include both the exchange rates and the cost of financing the acquisition. Exchange rates affect both the current price of the target as well as the future cash flows. The cost of financing the acquisition with a mix of debt and equity (i.e. the yields on long-term debt and stock prices) should also play an important role. This is true even though most multi-national corporations have access to global financial markets and will, ceteris paribus, raise funds where the cost of capital is the lowest.译文1欧洲、美国的跨国并购经验1. 激励跨国并购的因素McDonagh Bengtsson(1990)在关于合并和收购过程的广泛讨论中，提出下列激励很多公司收购外国公司的因素: 第一，传播产品和地理上分散风险的愿望;第二，获得支撑的产品;第三，充分发挥协同作用,最后达到经济规模。
企业并购财务风险控制外文文献翻译译文3100字
文献出处: Comell B., Financial risk control of Mergers and Acquisitions [J]. International Review of Business Research Papers, 2014, 7(2): 57-69.原文Financial risk control of Mergers and AcquisitionsComellAbstractM&A plays a significant part in capital operation activities. M&A is not only important way for capital expansion, but also effective method for resource allocation optimization. In the world around, many firms gained high growth and great achievement through M&A transactions. The cases include: the merger between German company Daimler-Benz and U.S. company Chrysler, Wal-Mart’s acquisition for British company ADSA, Exxon’s merger with Mobil and so on.Keywords: Enterprise mergers and acquisitions; Risk identification; Risk control1 Risk in enterprise mergers and acquisitionsMay encounter in the process of merger and acquisition risk: financial risk, asset risk, labor risk, market risk, cultural risk, macro policy risk and risk of laws and regulations, etc.1. 1 Financial riskRefers to the authenticity of corporate financial statements by M&A and M&A enterprises in financing and operating performance after the possible risks. Financial statements is to evaluate and determine the trading price in acquisition of important basis, its authenticity is very important to the whole deal. False statements beautify the financial and operating conditions of the target enterprise, and even the failing companies packing perfectly. Whether the financial statements of the listed companies or unlisted companies generally exists a certain degree of moisture, financial reporting risk reality In addition, the enterprise because of mergers and acquisitions may face risks, such as shortage of funds, a decline in margins has adverse effects on the development of enterprises.1. 2 Asset riskRefers to the assets of the enterprise M&A below its actual value or the assets after the merger failed to play a role of original and the formation of the risk. Enterprise merger and a variety of strategies, some of them are in order to obtain resources. In fact, enterprise asset accounts consistent with actual situation whether how much has the can be converted into cash, inventory, assets assessment is accurate and reliable, the ownership of the intangible assets is controversial, the assets disposal before delivery will be significantly less than the assets of the buyer to get the value of the contract. Because of the uncertainty of the merger and acquisition of asset quality at the same time, also may affect its role in buying businesses.1. 3 Labor riskRefers to the human resources of the enterprise merger and acquisition conditions affect purchase enterprise. Surplus staff and workers of the target enterprise burden is overweight, on-the-job worker technical proficiency, ability to accept new technology and the key positions of the worker will leave after the merger, etc., are the important factors influencing the expected cost of production.1. 4 Market riskRefers to the enterprise merger is completed, the change of the market risk to the enterprise. One of the purposes of mergers and acquisitions may be to take advantage of the original supply and marketing channels of the target enterprise save new investment enterprise develop the market. Under the condition of market economy, the enterprise reliance on market is more and more big, the original target enterprise the possibility of the scope of supply and marketing channels and to retain, will affect the expected profit of the target enterprise. From another point of view, the lack of a harmonious customer relationship, at least to a certain extent, increase the target enterprise mergers and acquisitions after the start-up capital.1. 5 Culture riskRefers to whether the two enterprise culture fusion to the risks of mergers and acquisitions, two broad and deep resources, structure integration between enterprises, inevitably touches the concept of corporate culture collision, due to incompleteinformation or different regions, and may not be able to organizational culture of the target enterprise become the consensus of the right. If the culture between two enterprises cannot unite, members will make the enterprise loss of cultural uncertainty, which generates the fuzziness and reduce dependence on enterprise, ultimately affect the realization of the expected values of M&A enterprises.2 Financial risk of M&AHowever, there are even more unsuccessful M&A transactions behind these exciting and successful ones. A study shows that 1200 Standard & Poor companies have been conducting frequent M&A transactions in recent years, but almost 70%cases ended up as failures.There are various factors that lead to the failures of M&A transactions, such as strategy, culture and finance, among which the financial factor is the key one. The success or failure of the M&A transactions largely depends upon the effectiveness of financial control activities during the process. Among the books talking about M&A, however, most focus on successful experience but few on lessons drawn from unsuccessful ones; most concentrate on financial evaluation methods but few on financial risk control. Therefore, the innovations of this thesis lie in: the author does not just talk about financial control in general terms, but rather specify the unique financial risks during each step of M&A transaction; the author digs into the factors inducing each type of risks, and then proposes feasible measures for risk prevention and control, based on the financial accounting practices, and the combination of international experience and national conditions.The thesis develops into 3 chapters. Chapter 1 defines “M&A” and several related words, and then looks back on the five M&A waves in western history. Chapter 2 talks about 3 types of financial risks during M&A process and digs into factors inducing each type of risks. Chapter 3 proposes feasible measures for risk prevention and control. At the beginning of chapter 1, the author defines M&A as follows: an advanced form of property right transaction, such as one company (firm) acquires one or more companies (firms), or two or more companies (firms) merge as one company (firm). The aim of M&A transaction is to control the property andbusiness of the other company, by purchasing all or part of its property (asset). In the following paragraph, the thesis compares and contrasts several related words with “M&A”, which are merger, acquisition, consolidation and takeover.In the chapter 1, the author also introduces the five M&A waves in western history. Such waves dramatically changed the outlook of world economy, by making many small and middle-sized companies to become multinational corporations. Therefore, a close look at this period of time would have constructive influence on our view with the emergence and development of M&A transactions. After a comprehensive survey of M&A history, we find that, with the capitalism development, M&A transactions presented diverse features and applied quite different means of financing and payment, ranging from cash, stock to leveraged buyout. Chapter 2 primarily discusses the different types of financial risks during M&A, as well as factors inducing such risks.According to the definition given by the thesis, financial risks during M&A are the possibilities of financial distress or financial loss as a result of decision-making activities, including pricing, financing and payment.Based on the M&A transaction process, financial risks can be grouped into 3 categories: decision-making risks before M&A (Strategic risk), implementation risks during M&A (Evaluation risk, financing risk and payment risk) and integration risks after M&A. Main tasks and characteristics in each step of M&A transaction are different, as well as the risk-driven factors, which interrelate and act upon each other. Considering limited space, the author mainly discusses target evaluation risk, financing and payment risk, and integration risk. In chapter 2, the thesis quotes several unsuccessful M&A cases to illustrate 3 different types of financial risks and risk-driven factors. Target evaluation risk is defined as possible financial loss incurred by acquirer as a result of target evaluation deviation. Target evaluation risk may be caused by: the acquirer’s expectation deviation for the future value and time of target’s revenue, pitfalls of financial statements, distortion of target’s stock price, the deviation of evaluation methods, as well as backward intermediaries. Financing and payment risks mainly reflect in: liquidity risk, credit risk caused by deterioratedcapital structure, financial gearing-induced solvency risk, dilution of EPS and control rights, etc.Integration risks most often present as: financial institution risk, capital management risk and financial entity risk. Chapter 3 concludes characters of financial risks that mentioned above, and then proposes detailed measures for preventing and controlling financial risks. Financial risks during M&A are comprehensive, interrelated, preventable, and dynamic. Therefore, the company should have a whole picture of these risks, and take proactive measures to control them.As for target evaluation risk control, the thesis suggests that (1) Improve information quality, more specifically, conduct financial due diligence so as to have comprehensive knowledge about the target; properly use financial statements; pay close attention to off-balance sheet resource. (2) Choose appropriate evaluation methods according to different situations, by combining other methods to improve the evaluation accuracy. Meanwhile, the author points out that, in practice the evaluation method is only a reference for price negotiation. The target price is determined by the bargaining power of both sides, and influenced by a wealth of factors such as expectation, strategic plan, and exchange rate.In view of financing and payment risk control, the author conducts thorough analysis for pros and cons of different means of financing and payment. Then the author proposes feasible measures such as issuing convertible bonds and commercial paper, considering specific conditions. To control integration risk, the author suggests start with the integration of financial strategy, the integration of financial institution, the integration of accounting system, the integration of asset and liability, and the integration of performance evaluation system. Specific measures include: the acquirer appoints person to be responsible for target’s finance; the acquirer conducts stringent property control over target’s operation; the acquirer conducts comprehensive budgeting, dynamic prevision and internal auditing.3 ConclusionsAt the end of the thesis, the author points out that many aspects still worth further investigation. For instance, this thesis mainly concentrates on qualitativeanalysis, so it would be better if quantitative analysis were introduced. Besides, the thesis can be more complete by introducing financial risk forecast model.译文企业并购中的财务风险控制作者：康奈尔摘要企业并购是资本营运活动的重要组成部分，是企业资本扩张的重要手段，也是实现资源优化配置的有效方式。
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。
外文翻译--跨国并购风险的缓解
外文翻译原文Mitigating risks in cross-border acquisitions In the past 20 years, the volume of cross-border acquisitions for corporate assets has increased nearly three times faster than the volume of domestic acquisitions. Compared to domestic acquisitions, cross-border acquisitions present greater challenges for a buyer because of institutions and cultural values that are unfamiliar to a foreign corporation. Firms acquiring assets in a foreign country may face different accounting practices and disclosure requirements, which hamper the due diligence process. The internalization of assets into the buyer operational structure is further complicated by cultural peculiarities that determine how strategies are formulated and business is conducted. Acquiring firms may also encounter legal systems with different protection of property rights, a factor that adds uncertainty to future cash flows. The greater level of uncertainty in cross-border acquisitions reduces the value of the assets being exchanged (Akerlof 1970; Stiglitz, 2000) and appears as an explanation to the poor performance of acquirers in cross-border acquisitions (Denis et al., 2002; Moeller and Schlingemann, 2005). In this article, I will analyze different alternatives in which buyers can ameliorate the risks inherent in these transactions. This analysis is important for understanding the optimal entry strategies for firms that want to expand their operations in foreign markets.Acquiring firms can reduce investment uncertainty by structuring the payments so they are contingent on performance of the assets. This paper analyzes two alternative contingent payments.First, buyers can pay with stock, sharing the risk of the acquisition with the sellers as they will retain an equity position in the acquirer. Second, acquiring firms can use earn out payments contingent on the performance of the assets being acquired (Kohers and Ang, 2000).Buyers and sellers can operate assets together in an equity joint venture (JV) to improve the exchange of information on the quality of the assets. Nanda and Williamson (1995) describe several JVs that were conceived as a mechanism to exchange information conducive to an eventual acquisition. In a sample of predominantly domestic JVs, Mantecon and Chatfield (2007) find that JVs can be mechanisms to transfer assets in the presence of valuation uncertainty.The purpose of this article is to understand which of these mechanisms for reducinguncertainty is more beneficial to acquirers of cross-border corporate assets. I hypothesize that the use of earnouts and stock as a method of payment and the formation of equity JVs conducive to acquisitions should be more valuable when investment uncertainty is more severe. This article contributes to the existing literature by testing this hypothesis in a sample of 30,783 acquisitions announced from 1985 to 2005. This sample involved buyers from 75 nations engaged in 6824 cross border-acquisitions of assets located in 128 countries.The results show that the valuation effects to acquirers in cross-border deals depend on the information obtained about the assets before the acquisition. Buyers experienced large gains in the acquisition of assets that were operated in a JV, suggesting that acquirers profited from the information obtained while jointly operating the assets. I hypothesize that these gains should be positively associated with the degree of uncertainty being resolved. Consistent with this hypothesis, acquirers experienced larger gains in the acquisitions of JVs located in countries with higher levels of investment risk and in the presence of higher levels of valuation uncertainty.These results suggest that JVs can be used as a transitional mechanism to reduce the uncertainty associated with cross-border acquisitions in the presence of severe valuation uncertainties and country investment risks.Mechanisms to ameliorate investment risk in cross-border acquisitions.Although the evidence on the valuation effects to acquirers of cross-border acquisitions remains inconclusive, these buyers face higher levels of uncertainty for several reasons. The due diligence process is complicated by different accounting and disclosure requirements. Assimilation of assets is also more difficult because of cultural differences that determine how business is conducted. In addition, legal systems with different levels for protection of minority shareholders and enforceability of contracts increase the difficulty to value future cash flows.How can buyers reduce the uncertainty associated with crossborder acquisitions? Reuer (2005) suggests the use of contingent payments and operational relationships. The use of stock as currency can be a contractual tool to reduce investment risk because it has a contingent-pricing effect (Hansen, 1987). The target firm, accepting stock, signals positive information on the value of the acquirer and on the assets being transferred. Buyers in turn signal their own quality as they prefer to use their stock when it is overvalued (Myers and Majluf, 1984). Thus, the final market reaction to announcements of using stock in acquisitions depends on the level of asymmetricinformation about the buyer and the target as well as their relative bargaining position.Acquiring firms can also reduce uncertainty by using earnout payments. Reuer et al. (2004) find that US firms use more contingent payouts when purchasing assets in high-tech and services industries for a sample of 3098 deals in the period 1995–1998. Kohers and Ang (2000) analyze 938 mergers with earnout payments. They report that earnouts facilitate the transactions in the presence of high information asymmetries.Buyers face higher levels of uncertainty in cross-border acquisitions. This article contributes to the extant literature by analyzing different mechanisms buyers can use to reduce investment uncertainty in a large sample of cross-border acquisitions of assets located in 128 countries. The results from this analysis indicate that buyers experienced lower gains when the assets were located in a different country. The findings suggest that these inferior gains can be explained by more severe agency problems in buyers involved in cross-border acquisitions. The results indicate that acquiring firms experienced larger gains in the acquisition of assets that were jointly operated in a JV. These larger gains to acquirers can not be explained by the listing effect, by the presence of call options embedded in JV contracts, or by expropriation of minority shareholders of target firms. The findings show that earnout payments were associated with larger gains to acquirers of domestic assets, but there is no indication that buyers benefited from these strategies in cross-border acquisitions. The results suggest that the exchange of information that occurs in a JV enhances acquirer value in cross-border transactions in presence of higher levels of valuation uncertainty and country investment risk. Thus, JVs appear to be a valuable mechanism for reducing the risks inherent in cross-border acquisitions.Author: Tomas ManteconNationality: AmaricaOriginate form:Journal of Banking & Finance,2009(33),640-641,650.译文2跨国并购风险的缓解在过去的20年中，企业资产的跨国收购量比国内并购数量增加了近3倍。
跨国并购 外文翻译原文
Analysis of Merger and Acquisition Strategy of Multinationals in China and ChineseEnterprises CountermeasuresAbstractMergers and acquisitions of transnational corporations in China presents the strategic trends in recent years. Merger and acquisition strategy of multinationals in China to successfully implement, not only objective necessity of political reform and economic development in China, there are also accidental by Chinese enterprises and government of the subjective errors caused. To prevent risk of multinational merger and acquisition in China, Chinese enterprises should raise awareness of multinational merger and acquisition, carefully chosen joint venture partners, build complete learning system in joint venture/cooperative, enhanced learning capabilities, and enhanced management of merger and acquisition strategies.Key words: Multinational corporations; Merger and acquisition strategy; Joint venture; CooperationIn the late 1990 of 20th century, multinational companies merger and acquisition activity in China is increasing, from all indications, merger and acquisition of multinational corporations in China in recent years had a profound international background, this is a strategic merger behaviors. Grasping the nature of multinationals merger and acquisition strategy in China, it is the important basis for understanding transnational corporation mergers and acquisitions in China.1.THE NATURE OF MERGER AND ACQUISITION STRATEGY OF MULTINATIONALS IN CHINADifferent from the previous financial mergers and acquisitions or buy shells of mergers and acquisitions, merger and acquisition motives of multinational corporations in China in recent years, not for implementation of speculative gains, but through the merger and monopoly of the world markets for goods and investment, to seize the material and technical and human resources, successful implementation of global management strategy. It can be said that mergers and acquisitions of strategic motives of transnational corporations presents the strategic trends. To multinational recently on China equipment manufacturing enterprise for multiple mergers and acquisitions as cases, although so far, multinational only respectively on some backbone Enterprise for mergers and acquisitions, under effect in domestic various forces, has not been to implement overall of strategic, and systematic of mergers and acquisitions (is on domestic different area, and same industry several backbone enterprise ofmergers and acquisitions), has not been constitute of threat on China entire equipment manufacturing of key industry, and main area. But the trend of mergers and acquisitions to systematic, high specification, such as, after the United States Caterpillar company mergers and acquisitions in Shandong engineering machinery company, seek merging domestic construction machinery industry of key enterprises, such as Xiamen engineering machinery company, Weifang diesel power company,and Shanghai diesel power company of, reflects this trend.2. COMPREHENSIVE ANALYSIS OF MERGER AND ACQUISITION STRATEGY OF MULTINATIONALS IN CHINA2.1 Charctristics of Mergers and Acquisitions IndustryMultinational merger and acquisition in China in recent years mainly concentrated in three main areas: first, the area of production and supply of electric power and other energy; the second is basic materials area, such as steel, chemical raw materials industries; the third is consumer goods production area of beers, soft drinks, skin care products and so on. These industries have the following in common: with foreign investment in these sectors are relatively mature industry, foreign capital has formed a certain scale of production and capital accumulation in the domestic; these are industries that has been or is being lifted; Mergers and acquisitions industry has the characteristics of potential of large scale and high growth potential. In recent years, as China’s economy continues to grow, rising standards of living, potential size and growth potential in the consumer goods industry began to emerge, so as to drive the demand for energy and basic materials industry rapidly rising, making it difficult to meet the market demand for the production capacity of these industries. In order to quickly dominate the market, transnational corporations have used mergers and acquisitions or expansion of investment into China.2.2 Acquisition ways characteristicsIn General, mergers of transnational corporations in China in the following three ways: first, the restructured holdings acquisition, that is, through participation in the restructuring of domestic enterprises, acquisition of 50% per cent of its equity, to achieve control of enterprise management purposes. For example,In March 2001, China tire industry leading enterprise --China Tire and Rubber Compa ny and the world’s largest tire manufacturer-Michelin formed a joint venture company, Michelin 70% stocks, venture companies invest US $ 320 million reverse takeover of tire rubber company’s core business and assets. Second, increased capital holdings acquisition, that is, in the original on the basis of China-foreign joint ventures, foreign capital increase and share, Chinese does not participate in the capital increase, lower the shares, so that the foreign share holdings. For example,In April 1994, Dalian Motor factory and Singapore Wester motor company established a joint venture of Wester (Dalian) Motor Co., Ltd. In April 2004, Wester further mergers and acquisitions the shares held by the Chinese side of Dalian motor company. Third, the share acquisition, that is, foreign companies at the same time offering a-shares and b-shares, or h-shares, acquired not circulation of legal person shares by agreement or holdings of a large number of b-shares, or h-shares, achieve the purpose of shares or holdings. Such as Beijing wagon limited companyand Japan Isuzu motors and Itochu Shoji Corporation signed a cooperation agreement, Isuzu and Itochu joint agreements to purchase, one-time purchase of North brigade not listing circulation of legal person shares 4 20,000 shares of the company, 25% per cent of total share capital of Beijing wagon limited company, become the largest shareholder of Beijing wagon limited company.Characteristics of Acquired EnterpriseAcquired enterprise general is State or State holding enterprise has development years in domestic, has popularity high of brand, sound of market sales network, more advanced of technology, but due to management system does not perfect, history causes, has into business dilemma, enterprise was forced to overall sold or transfer part quality assets, such as: Dalian Motor Factory, Jiamusi Combine Harvester Factory, and Northwest Bearing Factory, and Shenyang Chisel Rock Machinery Company and so on, these enterprises are industry of leader or challenger, but into cash flow problems due to various reasons, shrinking sales, business difficult to continue, in order to enliven the State-owned assets, resolve some of the workers’ employment, enterprises are forced to overall sold or transfer some good assets and joint venture with multinationals. Or for promoting the progress of technology and management need to seek foreign investment.2.4 Characteristics of Merger and Acquisition StrategyIn recent years, merger and acquisition strategy of multinationals in China is clear, they tend to choose the establishment of China-foreign joint ventures and foreign-controlled, final adoption of the foreign capital merger and acquisition, to a wholly foreign-owned enterprises. Even some multinational corporations seeking holding status when they established joint ventures. Then, in the business course of China-foreign joint venture enterprise, marketing channels is controlled by foreign enterprises, implementation of “high and low” strategy, transfer of profits, or do not want to put in new technology, numerous contradictions with China,Cause in fact of business losses, forcing the Chinese transfer of ownership to the foreign, foreign acquisitions China shares, desire for realization of wholly-owned .For example, Fu Anjie railway bearing (Ningxia) Ltd., Wester (Dalian) Motors Ltd., Dalian Burton Motors Ltd , such these joint ventures were turned into a wholly foreign-owned enterprises by foreign merger and acquisition of Chinese shares .3. ANALYSIS OF THE REASONS FOR THE SUCCESS OF THE MERGER AND ACQUISITION STRATEGY OF MULTINATIONALS IN CHINAMerger and acquisition of multinationals in China has an obvious strategic, but why the merger and acquisition strategy of multinationals in Chinacan be successfully implemented? There are the objective inevitability of both political and economic reform and development in China,also with Chinese enterprises and Government error led to the contingency subjective.3.1 the objective necessity of transnational companies successfully implement the strategy of Merger and Acquisition in china3.1.1 Reform of State-Owned Enterprises Offers a Number of Opportunities to Multinational Mergers and Acquisitions Strategy in ChinaReform of State-owned enterprises had a high demand on foreign funds. There are nearly 400,000 State-owned enterprises in China, many companies will need restructuring or reorganization, there are three areas of funding gap in restructuring or reorganization process: first, the social security funds; the second is the restitution of fun ds banks ‘ bad loans in State-owned enterprises; The third is the sale of State-owned assets of the funding gap in a competitive business. There are three ways to cover the financing gap: country financial; absorbing domestic and foreign investment; State can no longer provide huge amounts of money for the reform of State-owned enterprises, absorbing domestic investments, because lack of non-State-owned investment capacity and willingness and impossible to large-scale implementation domestic investment, which provides opportunities for transnational corporation mergers and acquisitions of State-owned enterprises in China.3.1.2 Conversion from Joint Venture and Cooperation Mode to Wholly-Owned Mode is the Inevitable of Chinese Economic Reform and DevelopmentCooperative and owned is two patterns of internationalization of multinational companies. Due to transnational corporations initial entry into the host country, transnational corporations did not familiar on host country policies, culture, market environment, host country governments development of a number of barriers to entry, sole risk higher than joint venture and cooperation. However, as changes in the he host country environment caused location advantage of enhancements, transnational corporations increases experience through studying, enhancements and strengthened ownership advantage strategic motives of transnational corporations, risk and return of the wholly-owned and joint venture and cooperation mode has changed, wholly-owned gradually replaced so that joint venture and cooperation, replacing a variety of ways, merger and acquisition is one of the most important way. There are three reasons promoting the successful implementation of a merger and acquisition strategy of multinationals in China. First, the rapid development of China’s economy for many years, China’s growing importance in the world economy, the world’s largest potential market is gradually maturing and Chinese market position gradually growing in the global strategy of transnational corporations in China, thus increasing the multinationals take sole mode of income. Second, after joining the WTO, China gradually open industries, lowering the barrier to entry of multinational merger and acquisition enterprises in China, thereby reversing the multinational joint ventures and wholly-owned of risk and return ratio. Third, the multinational companies operating in China for a period of time, get to know China and Chinese markets, which reduces the investment risk.3.2 THE SUBJECTIVE CONTINGENCIES OF TRANSNATIONAL CORPORATIONS SUCCESSFUL IMPLEMENTATION MERGER AND ACQUISITION STRATEGY IN CHINA3.2.1 Failure of Chinese Enterprises Implementation Joint Venture and Cooperation StrategyMore important reason of Multinational companies from the joint venture and cooperation to the holding and to a wholly-owned strategy success is Chinese joint-venture, cooperation strategy failed.First, the Chinese enterprises lack of knowledge on the complexity of the joint venture and cooperation. Joint venture and cooperation is a wide range of more complex problems ona variety of cultural, enterprises and strategies. To achieve the strategic purpose of the joint venture and cooperation, joint ventures, cooperation between the two sides have to properly address issues such as cultural conflict, distribution and disposal of the proceeds, technology learning and protection. China business knowledge on the complexity of the joint venture and cooperation is often not enough, more attention to possible benefits brought by joint venture and cooperation, ignoring the risk of joint venture and cooperation, results to run some of the poor handling of the conflict, affecting the normal operation of the joint venture and cooperative enterprises, or foreign opportunism of inadequate preparations, finally was forced to participate in mergers and acquisitions.Second, Selected not appropriate for joint ventures and cooperation partners.When choosing a partner for Chinese enterprises are often too look at the size of the transnational corporations, technology and management of advanced degrees, and ignore the foreign joint venture of mind, ignored the two parties on the cultural fit, complementary capabilities and resources, as well as position in the joint venture and cooperative enterprises, and many other issues. Making some multinational companies not only to low cost entry into the Chinese market, and dominate in the joint venture and cooperative enterprises, for further mergers and acquisitions Chinese companies with an opportunity.Third, the failure of joint ventures and cooperative learning mechanism in the process. Learning advanced technology and management experience is the main causes of Chinese enterprises and multinational companies to form joint ventures and cooperative enterprises, but Chinese enterprises often do not have to establish a learning mechanism in the process of joint-venture and cooperation. Learning mechanism failure caused results of China enterprise joint venture and cooperation loss of marke t, but haven’t learned skills and experience.3.2.2 Failure of The Merger and Acquisition of Chinese Enterprises StrategyFirst, goals of participating in transnational merger and acquisition is fuzzy and negotiation failure. When Chinese enterprises participating in transnational merger and acquisition, have only good intentions, there is a lack of long-term strategic objectives and effective negotiating routes design, eager to reorganization of assets, high quality assets on multinational mergers and acquisitions, bad assets, debt and the burden of bureaucracy has left China’s parent company. High quality assets are joint ventures with transnational corporations and have not good grasped of commercial negotiation conditions and patterns, and give up control of a joint venture, parent company lost its core competitiveness, lost technology, brand and marketing, enterprise techniques and technology research and development in the future depends on the strategy arrangements of transnational corporation. Second, choosing the merger and acquisition of foreign investors misconduct. Different types of merger and acquisition of foreign investors, determine the effect of mergers and acquisitions different. International multinational consortium with strong financial strength, can easily mobilize huge amounts of money, holding and acquisitions of Chinese companies, and asset consolidation, packing, then go to the foreign or domestic capital markets for cash, earn high profits. China to introduce such investors, although can avoid to be controlled on the technology and production, access to financial support for the time being, are unable to obtain knowledge of manufacturing technologies and production, marketing, does not help enterprises to raise the level of technology and management, and even lose the basis forlong-term development. When many Chinese companies involved in mergers and acquisitions, without carefully assessing and weighing the introduction of different foreign investor to bring effects and interest and blindly participating in transnational mergers and acquisitions, resulting in counterproductive.4. COUNTERMEASURES OF CHINESE ENTERPRISE FACES MULTINATIONALS MERGER AND ACQUISITION STRATEGY IN CHINA4.1 Increasing Awareness of Multinational Merger and Acquisition strategyFirst, clear understanding of the nature of merger and acquisition strategy of multinationals in China. Multinational merger and acquisition in China has not only access to markets, but sought trade monopolies and globally integrated supply chain. Second, fully understand the risks of joint venture/cooperative, understand the advantages and disadvantages of mergers and acquisitions, raising awareness of risk prevention. Joint venture, cooperation and mergers and acquisitions has a double-edged sword effect, to fully assess the risks of losing markets, brands and core technology in the process of joint-venture, cooperation and mergers and acquisitions, and increased awareness of risk prevention, to take effective measures to prevent risks to organization structure design, patent protection, and other aspects. Thirdly, recognizing the importance that keep own business brand and core technology for sustainable development. Brand and core technology is the key source of enterprise’s core competitiveness, loss of brand and core technology will reduce the bargaining power of competition and cooperation of Chinese enterprises and transnational corporations, eventually reduced to matching supply of vendors of multinational corporations has a core competence .4.2 carefully choosing a foreign joint Venture PartnersWhen select partners in joint ventures, to thoroughly understand and analysis the strategic intent the foreign, final judgment goal of foreign joint ventures take acquisitions as a strategy only get into the Chinese market in the early days, aimed at bypassing the Chinese industry control, or for long-term business cooperation with Chinese enterprises. If the foreigner is for long-term business cooperation, Chinese companies should identify own real needs, maintain their unique resources and advantages, from the practical needs of enterprises and the advantages complementary between the two sides, carefully chosen joint venture partners.4.3. strengthening strategic Management capabilities of Mergers and Acquisitions4.3.1 Enhanced Ability to Develop Rational Merger and Acquisition StrategyAt the time of acquisition, Chinese enterprises should have clear targets and strategies of merger and acquisition. As backbone enterprise, to research itself market status, confirmed whether needs participate in transnational mergers and acquisitions; if must by assets restructuring out dilemma, whether must by multinational mergers and acquisitions; if had to looking for multinational mergers and acquisitions, to clear the target by mergers and acquisitions, and developed specific programme of mergers and acquisitions negotiations, using itself of resources, keep on joint venture enterprise of control right, especially to clear Enterprise for technology route of led right; if mergers and acquisitions must to gave upindependent development for premise, seeking borne the original debt and redundant staff placement by multinational enterprises. Otherwise, the value involved in mergers and acquisitions will be greatly reduced.4.3.2 Enhanced Ability to Identify Qualified Acquisition Investor based on reasonable estimation of the enterprise’s own development bottleneck is shortage of technology, shortage of funds, or the shortage of market-oriented, Chinese enterprise careful comparison and calculation of industrial investors and financial investors, commercial investors to enterprise resources and benefits, conditions and cost of the enterprise delivered, choose different types of mergers and acquisitions investors.4.3.3 Strengthen The Capacity of Protection Brand and Technology in Mergers and Acquisitions Process First, before implement mergers and acquisitions, should correctly awareness and assessment brand assets value, China enterprise should hired authority assessment institutions, used advanced of brand value assessment system to assessment brand assets, to prevent the local brand value of loss in foreign and joint venture enterprise mergers and acquisitions process; on the other hand, when mergers and acquisitions, high popularity and reputation of brand must to keep more independence, not easily is controlled by multinationals, this is key involved brand life .。
毕业设计-企业跨国并购论文中英文资料外文翻译文献
企业跨国并购论文中英文资料外文翻译文献译文：中国企业跨国并购绩效的决定因素摘要：采用了独特的数据上设置的跨境合并和收购活动在中国的证券交易所上市的公众公司，我们收购前的性能和国有股比例对收购公司的表现产生积极的影响。
关键词：跨国兼并和收购，中国企业，国际化1.介绍在过去的30年里，中国经历了快速的经济增长。
在此期间，大量的中国企业已经成长起来和具备竞争力，有一些甚至已经涉足海外投资，以寻找新的增长来源。
国际化扩张的方式之一就是收购现有企业，在国外，所谓的跨国兼并和收购（M ＆A）。
虽然这个数字是低，规模小的，但最近比过去的趋势明显加快。
这种现象值得密切关注，以便更好地了解在这个问题上。
跨国兼并和收购是指一个企业购买在国外的另一家公司的股份或资产的行动。
显然，跨国兼并和收购是在两个或两个以上国家的公司的控制权之间的交易。
虽然跨国并购的目标常常被说成是为股东创造价值的收购公司,结果相距较远的规定的目标。
系统研究表明，有相当数量的跨国兼并和收购以失败而告终。
除了在母国和东道国的市场环境之间的差异，收购公司的竞争力和比较优势被认为是更重要的。
这些优势包括公司治理，高层管理人员的长期竞争力，学习能力，以及其他。
因此，有必要看一看公司的特定因素影响的性能，跨境并购本研究的主要目的是确定的因素，影响结果的跨国兼并和收购中国公司，特别是在最近几年收购公司的经济表现。
近年来，中国企业的跨国兼并和收购的规模稳步上升。
根据联合国贸易与发展会议，中国企业的跨国兼并和收购总额为8.139亿美元，这个时间是1988年至2003年，其中大部分是1997年后发生。
虽然平均金额每年只有2.16亿美元，1988年和2003年间，在2003年，就达到了1.647亿美元的水平。
有一些广为人知的案例：上海电气集团在2002年购买了日本印刷机制造商，TCL收购德国施耐德在2003年和2004年，联想收购IBM PC业务的。
所有这些情况表明，中国企业的跨国兼并和收购已经进入了一个时代。
企业并购财务问题分析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)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 thetransaction 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 deferred tax 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 spending is 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) canchoose 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.4. 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, that is 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 formergers 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 an inevitable 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 information .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。
中国企业跨国并购的财务风险(论文外文文献翻译).docx
中国企业跨国并购的财务风险(论文外文文献翻译)Financial Risks of Chinese Enterprises’ Cross-Border Mergers and AcquisitionsAbstractWith overall strength of Chinese enterprises and national going out strategy, cross-border M & As initiated by Chinese enterprises have been booming. However, compared with developed countries, Chinese enterprises started their M & As late and lacked experience and professionals. As a result, Chinese enterprises faced with numerous risks in cross-border M & As, especially with the financial risks. This paper, based on the analysis of Chinese enterprises’ cros s-border M & As cases in recent years, explained how the financial risks formed and finally came up with efficacious precautionary measures.Key words: Chinese enterprise; M & As; Financial; risks1. OVERVIEW OF FINANCIAL RISKS OF CROSS-BORDER M & ASFinancial risks refer to the reimbursement risks and change of returns to shareholders triggered by financing decision in the proce ss of enterprises’ cross-border mergers and acquisitions (abbr. M & As). Enterprises often go through three phases—valuation, financing, and payment—in the process of cross-border M & As. Based on valuation, financing, and payment, decisions affect enterprises’ assets struct ure and even their solvency and returns to their shareholders. In addition, cross-border M& As use an international currency for most countries.Change in exchange rates affects corporate earnings, as well a s shareholders’ ret urns. Therefore, there are four main types of financial risks: valuation risk, financing risk, payment risk, and exchange rate risk.2. STATUS OF CHINESE ENTERPRISES’ CROSS-BORDER M & ASCombining with going out strategy, Chinese enterprises upgrade their strength and participate in the context of economic globalization. Chinese enterprises begin to go abroad, merging and acquiring foreign ones. Although Chinese enterprises’ cross-border M & As started late, China has become the world’s fifth cross-border acquiring power in 2009.Status of Chinese enterprises’ cross-border M & As is as follows:2.1 Increases in the Number and Scale of M & AsIn the year of 2008, Chinese companies completed only 30 cases of cross-border M & As, costing less than $ 9 billion. In the year of 2013, Chinese companies completed 99 cross-border M & A, amounting to $ 38.5 billion. The number of M & As doubled, while the total amount grew more than three times.2.2 Large State-Owned Enterprises as M & As SubjectCompared with private enterprises, large state-owned enterprises have more their own capital. It is easy for them to get loans and finance, so Chinese cross-border M & As are mostly done by large state-owned enterprises. On the Summer Davos Forum in 2013, An drew, Global Chairman of KPMG International, pointed out that 86% of the China’s foreign investment came from China’sstate-owned enterprises. By far in China, the largest cross-border M & As was initiated by China’s state-owned enterprises CNOOC. On February 27, 2013, CNOOC successfully acquired Nexen Corp., a Canadian company, by spending $ 15.1 billion.2.3 Cash as the Main Form of PaymentChina’s market economy status has not been recognized by all countries, and, to a certain extent, Chinese enterprises are discriminated in cross-border M & As. In addition, China’s financial market is not perfect. In order to gain direct control of the acquired enterprises, Chinese enterprises mostly pay by cash. According to Bloomberg, 79.4% of China’s cross-border M & As made their payment by cash, 3.3% by stock, and only 1.18% by other mode.2.4 Increased Impact of Exchange Rate on M & AsBefore the year of 2012, the floating range of RMB against U.S. dollar was only 0.5%. Since 2012, China’s central bank adjusted the floating range of RMB against U.S. dollar to 1%, and on March 15, 2014, extended it to 2%. Compared to the previous fixed exchange rate, the change of exchange rate significantly increased, which made the Chinese enterprises begin to consider the impact of exchange rate change on acquisition costs in their M & As.3. FINANCIAL RISKS FACED WITHCHINESE ENTERPRISES IN CROSSBORDER M & AS Chinese enterprises began to participate in cross-border M & As actively only in the past ten years. The lack ofexperience made it difficult to accurately value the target enterprises. China’s financial market is not mature, it is difficult for Chinese enterprises to finance and choose payment mode. At the same time, the international financial market fluctuates, and RMB is not an international monetary. Cross-border M & As is done by dollar or euro, which brings risks to Chinese cross-border M & As.3.1 The Valuation RiskDetermination of the transaction price of M & As is actually a game playing by initiators and targets of M & As. Under normal circumstances, the initiators can not fully grasp the information of target corporations, so it is difficult to estimate accurately. In general, valuation price will be higher than the actual value of the target enterprise. Overvalued price causes the main type of financial risk faced with the cross-border M & As performing by Chinese enterprises. This risk is reflected in a series of cases, such as TCL and Thomson M & A, China Investment Corporation’s investment in Blackstone USA, acquisition of United Commercial Bank (UCB) by China Minsheng Bank (CMB).Take the failure of acquisition of UCB by CMB as an example. After the outbreak of the subprime crisis in American, western banks were shrinking. The CMB decided to merge the UCB in the United States. CMB injected funds to UCB twice in 2008. After the first injection, the bank’s market value shrank by 70%. CMB didn’t take this as a sign of warning, it injected again after that. Until September, 2009, financial investors suddenly announced the existence financial concealment by UCB, and in November UCB was permanently closed. In the process of M & As, CMB overvalued UCB and eventually increased the loss.How much information about target enterprises that acquirers get is vital to evaluation. Even if acquirers get enough information, it is so subjective to calculate target enterprises’ real value. In the CMB M & A case, there existed big difference between subjective evaluation and real value of UCB. After the first injection of capital, the biggest mistake for CMB was that it took the devaluation of UCB’s stock as an opportunity of another capital injection instead of warning.3.2 Financing RiskFinancing decision plays a vital role in the M & As. It is the foundation of pricing decision and also the condition of payment decision. The major financing channels used by enterprises in their cross-border M & As are their own funds, stock financing, and bank loans. At present, Chinese enterprises mostly use their own funds in acquisitions, resulting in increasing financial problems.In the case of acquisition of Alcatel by TCL in the year of 2004, the significant adverseeffect on TCL was due to bad financing decisions in M & As. In 2003 TCL’s annual profit was only about CNY ¥560 million, while Alcater’s amount of loss on TV sets and DVDs was as high as €120.TCL did not achieve profitability immediately after M & As. TCL not only was unable to repay debt generated from acquisition financing, but also increased the new debt. After that, TCL’s financial risks continued to expand.Financing risk is composed of two parts, one is the environmental risk of financing, and the other is the debt risk of financing. Environmental risk of financing associates with the country’s macroenvironment and the maturity of its financial markets, that is, the more capital markets are developed, the better the macroenvironment is; the more financing instrument may be used, the more acquirers can get financing with less cost. Debt risk of financing is related to the structure of repayment period. Although, as a whole, macroeconomic environment is well in China, the financial markets are not mature, and furthermore, unreasonable repayment structure will bring financing risk to acquirers.3.3 Payment RiskPayment decision is based on valuation decision and financing decision. At present there are mainly three kinds of payment mode: cash payment, equity payment, and leverage payment. Chinese enterprises generally use cash payment, which is the most risky one in their cross-border M & As. This payment mode can effectively help enterprises obtain the control of target enterprises successfully, but it increases financial pressure and the debt burden of Chinese enterprises, which easily leads them to liquidity risk and financial difficulties.In the case of acquisition of Fortis Group Belgium by Ping An Insurance (Group) Company of China, Ltd. (Ping An), from 2007 to 2008, Ping An bought Fortis’s stocks three times from secondary markets, accounting for 4.99% of the total shares, becoming the largest shareholder of Fortis Group. However, by 2008 November, Fortis’s share price fell 96% cumulatively, and Ping An suffered huge losses. In order to make cash payment in the secondary markets to get Fortis shares, Ping An published additionalits own shares and also increased debt. As a result of this M & A, Ping An’s financial risk was increased; the ratio of assets and liabilities was as high as 88.47% in 2008.China’s financial market established late, and is in a progressive stage of development. In immature financial markets, there are limited financing instruments that can be used for acquirers. Most of the capital comes from acquirers’ own capital, bank loans, or government grants. The use of their own capital takes up a lot of corporate liquidity, weakening the ability of dealing with emergencies with their liquid capital. For bank loans, in the immature capital markets, banks monopolize capital, ask for monopolized profits,and may have rent-seeking behavior. As a result, enterprises get bank loans only after paying for large cost. Government grants usually support specific industries and the related audit procedures are very complicated. Even if the companies were in the field of government subsidized industry, they might miss opportunities to complete M & A due to complicated procedures and lengthy audit.3.4 Exchange Rate RiskRMB is not an international currency, and its circulation is limited in the world, so it can not be used in international transactions. Therefore, Chinese cross-border M & As need foreign exchange, under normal circumstances, dollars or euros. For Chinese enterprises, whether to borrow or buy foreign exchange, there is time difference between the day of signing contract and of the actual payment, during which the change in exchange rates will affect the costs of M & As, so that enterprises face foreign currency risk. In addition, when enterprises settle their income in foreign currency, or pay debt, exchange rate change will lead to the uncertainty of their future earnings.In the case of acquisition of Aurukun project by Aluminum Corporation of China Limited (CHALCN), exchange rate risk was obvious. In March, 2007, CHALCN bid Australian Aurukun bauxite development project by $2.92 billion. During the period of bid, Australian dollar exchange rate was about 0.68, and in 2008 July, it appreciated to 0.9848. The Australian dollar rate fluctuated nearly 40%. While CHALCN deposits in dollars, the cross-border M & A project led to huge losses because of exchange rate fluctuation.Boundary condition of cash payments is (VAB-VA)/(1+a)≥Cp≥VB, where VAB is the acquirer’s cash flow after M & A, VA is the acquirer’s cash flow before M & A, a is the cost rate of cash payment, Cp is the amount of cash, and VB is the value of target enterprise. When (VABVA)/(1+a)<C, the cash paid could not be recovered, and the acquirer would suffer the loss. Otherwise, VAB is an estimated value and will be affected by the valuation ability of acquirer. Furthermore, the change of a cannot be controlled completely by the acquirer. Therefore, the use of cash payment will lead to uncontrollable risk.In the process of payment, companies must make reasonable arrangement for funding. As to payment arrangement, if enterprises arranged the time structure and scale structure unreasonably, a relevant factor, such as cost of corporate debt, tax cost, and intermediate costs, would increase and make the increase of post-merger cash flows less than the actual cash flow, resulting in acquirers’ ultimate loss, that is, they would suffer enormous pressure and expose themselves to financial distress.4. COUNTERMEASURES OF FINANCIAL RISKSIn this part, we analyzed the causes of financial risks in Chinese enterprises’ cross-border M & As and proposed the corresponding countermeasures.4.1 Prevention of Valuation RiskFor these businesses involved in cross-border M & As, accurate valuation is the first step to the success. Valuation affects the whole process of M & As. Therefore, it is very important to avoid valuation risk.First, hire a professional team of valuation. Since the Chinese enterprises lack experience of cross-border M & As, it is difficult for acquiring enterprises to grasp the main points in the process of valuation of target companies. It is more likely that target firms would hide key information from them. Usually a professional valuation team has rich experience in M & As, better information collection, and analysis ability, and usually it is able to obtain the information needed from analysis through its unique channels; thereby it helps reduce the risk of enterprise valuation.Second, choose scientific methods of valuation. Enterprises can choose a relatively accurate estimation methods based on the actual situation and may also give a certain weight to each valuation approach and make comprehensive valuation, in order to disperse the risks of each valuation method.Third, adjust financial statements. Financial statements can only reflect the past performance and cannot reflect the future one. At the same time, the financial statements cannot take the key points of business out of balance sheet included. In order to overcome these adverse factors of valuation, acquiring enterprises can adjust the financial statements of target companies according to the information they got about the target companies. They can include the business other than those shown on balance sheet into account, give the weight coefficient of financial indicators and make a comprehensive valuation of the target companies.4.2 Prevention of Financing RiskFor Chinese corporation, financing risks arise due to the immaturity of China’s financial markets. Chinese enterprises have limited choices of financing channels to fund their M & As, so it is difficult for them to obtain enough funds needed in M & As. At the same time, there is no reasonable capital structure when arranging financing. Therefore, for the above reasons, we proposed three countermeasures.First, improve the financial markets and support the development of private credit in order to provide cheap financing for M & As in the short time. Financial innovation will lead to creation of new financial instruments to meet the needs of companies and investors to facilitate corporate financing and raise enough funds, while decentralizing financingrisksSecond, use innovative financing methods. For example, in 2010, in order to finance acquisition of Volvo, Geely Automobile used both fund financing and government funding. In order to attract local government funding, Geely promised to build factories in the cities whose local governments have funded it. Eventually, Geely gained $3 billion fund from Chinese local companies, including $1 billion from International Daqing, $1 billion from Jiaerwo Shanghai, and $1 billion from Chengdu Bank.Finally, set up a reasonable set of repayment structure. Before enterprises involve themselves in M & As, they should take fully consideration of how to pay debts in two consequences of success and failure in M & As respectively. When companies fail in M & As, enterprises should have sufficient liquidity to repay debt resulted from the initial investment. And if companies can successfully achieve acquisition, then companies should make sure that their repayment time, scale, and structure can math their cash flow, scale, and structure after the merger of target companies.4.3 Prevention of Payment RiskPayment risk results from the dependence of Chinese enterprises involved in cross-border M & A on cash payment and unreasonable payment structure arranged by these enterprises. Therefore, in order to prevent payment risk, Chinese enterprises should adopt various payment methods in their cross-border M & As and arrange payment structure reasonably. Lenovo gives us a very good demonstration. In December, 2004, Lenovo purchased IBM’s PC business by $ 1.25 billion, $ 0.65 billion in cash plus $ 0.6 billion by shares of Lenovo. This payment method greatly reduced the pressure of cash flow pressure on Lenovo. It was shown that debt rate of Lenovo remained at normal level in 2004.4.4 Prevention of Exchange Rate RiskWider scope of Chinese exchange rate volatility helps RMB internationalization and also brings more challenges to enterprises who participate in cross-border M & As. Exchange rate risk will further intensify, so we need to take positive measures to avoid it.First, internationalize RMB gradually. If RMB become an international currency, Chinese cross-border acquiring enterprises can use the RMB directly, and then there is no currency exchange and no exchange rate risk. At present the achievement of RMB regionalization is only a small step in the process of RMB internationalization.Second, adopt different hedging strategies. They may prevent the risk of exchange rate by choosing different financial instruments and combining them to hedge in the foreign exchange market. There are many financial instruments we can use, such as: the foreignexchange forward, foreign exchange futures, foreign exchange options, and currency swaps.CONCLUSIONThe paper introduced the status of Chinese enterprise cross-border M & As, and then analyzed the financial risks faced with Chinese enterprise cross-border M & As, that is, evaluation risk, financing risk, payment risk, and exchange rate risk. In order to overcome or even prevent these risks, Chinese enterprises should accumulate experiences of cross-border M & As performance and take use of innovative financial methods. Chinese government should promote the financial markets, support financial innovation and promote RMB internationalization. By their all efforts, Chinese enterprises will perform better in heir cross-border M & As.中国企业跨国并购的财务风险摘要随着我国企业的综合实力和国家战略的实施，我国企业的跨国并购活动蓬勃发展。
企业跨国并购对并购后企业规模的影响大学毕业论文英文文献翻译及原文
毕业设计（论文）外文文献翻译文献、资料中文题目：企业跨国并购对并购后企业规模的影响文献、资料英文题目：文献、资料来源：文献、资料发表（出版）日期：院（部）：专业：班级：姓名：学号：指导教师：翻译日期： 2017.02.14企业跨国并购对并购后企业规模的影响本文是对企业跨国并购的规模进行分析的文章，着重分析跨国并购后企业规模的改变。
作者：Cefis·Orietta Schenk时间：2008年通过使用相关的模型进行分析，研究合并和收购(并购)公司大小分布的形状。
Ouranalysis 表明当我们考虑公司的全部人口时，并购不会影响公司规模大小的分布。
当我们专注于企业参与并购事件，企业的规模会在无形之中改变。
意味着公司大小分布更集中，更偏向右边，薄的尾巴。
而公司低尾下降，公司在中央大小类的数目大幅增加，超过了增加公司的数量(和平均直径)的上尾分布(因此整个市场集中度衡量赫芬代尔指数下降)。
公司的并购导致背离正太分布，表明外部增长并不遵循Gibrat定律。
我们的反事实的分析强调，只有内部增长并不影响公司的大小分布的形状。
相反，它贝加莫库普曼斯研究所和郭台强，乌特勒支大学Janskerkhof 认为，粒度分布的变化几乎完全是由于公司外部的增长。
一、文献综述Geroski（1931）实证研究一再表明，公司规模分布在工业国家高度倾斜，或者换句话说，少数大公司与大量的小型企业共存。
公司大小分布在一个行业的产业集中度，因而对反垄断政策特别感兴趣。
事实上，这种分布已经被解释为“比例定律效应”的结果，从预测来看，公司规模遵循随机游走。
因此，公司的增长是不稳定和独立的大小。
Mc Cloughan（1995）和Geroski（1999）认为，在公司规模、幂指数定律预测的频率超过一定规模的公司(或最小尺寸)，此时与公司大小成反比。
Sutton（1997）和Bottazzi et al（2002)利用Gibrat定律解释公司大小和它的高度偏态分布，从经验和理论上分析，着重讨论企业成长的过程。
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。
企业并购财务风险控制外文文献翻译译文3100字
企业并购财务风险控制外文文献翻译译文3100字Financial risk is one of the major XXX It refers to the risk of financial loss caused by the XXX in the value of assets。
The main types of financial risk in mergers and ns include credit risk。
interest rate risk。
exchange rate risk。
and liquidity risk。
Credit risk refers to the risk of default by the borrower。
while interest rate risk refers to the risk of XXX。
Exchange rate risk is the risk of XXX。
and liquidity risk refers to the risk of XXX.XXX。
it is XXX before the n。
including analyzing the financial status of the target company。
XXX。
and assessing the potential impact of interest rate and exchange rate XXX。
it is XXX a sound financial management system and XXX.1.2 Asset riskAsset risk refers to the risk of losses caused by the decline in the value of assets or the XXX the expected value of assets。
中国企业的跨国并购：战略动因与绩效分析外文文献翻译最新译文
中国企业的跨国并购：战略动因与绩效分析外文文献翻译最新译文文献出处：Boateng A, Qian W, Tianle Y. Cross‐border M&As by Chinese firms: An analysis of strategic motives and performance [J]. Thunderbird International Business Review, 2008, 50(4): 259-270.原文Cross-Border M&As by Chinese Firms: An Analysis of StrategicMotives and PerformanceAgyenim Boateng，Wang Qian，Yang TianleIntroductionOne of the most notable developments in China over the past two decades has been the vigorous pursuit of market oriented reforms aimed at enhancing the competitiveness of Chinese firm s’ worldwide. The Chinese economic reform policies actively encourage Chinese firms to engage in outward foreign investments rather than only attracting inward foreign investments into China. As a result, the number of Chinese firms engaged in the outward cross-border merger & acquisition (CBM&A) activities is on ascendancy over the recent years. It has been reported that, over the January 2000 –December 2004 period, there were 27 outward merger & acquisition deals involving Chinese listed companies, with 11 and 16 cases taking place in Shanghai and Shenzhen stock markets respectively. Anecdotal evidence suggests that the actual CBM&A deals by Chinese firms in this period were more than the reported 27 deals however, as many of them were unlisted companies, the related data are not available.It is pertinent to note that, there is a huge difference between CBM&A flows from developing countries to developed countries and those from developed countries to developing countries. For example, CBM&A activities involving firms from a developed country are likely to possess monopolistic and internalization advantages compared with the firms from a developing country. While firms from developed countries may be motivated to engage in CBM&As to exploit their own resources abroad, firms from developing countries may cross border to invest in order to exploreor seek ano ther country?s resources. It follows that, the M&As involving firms from emerging economy such as China to developed countries may be motivated to obtain intangible assets and resources which they do not have themselves. These assets include superior marketing skills, product differentiation, patent-protected technology, superior managerial know-how and economies of scale. It is thus argued that companies attempt to improve their core competences and fill in the strategic gap by CBM&A activities. Vermeulen and Barkema (2001) found that although the initial costs of CBM&A may be relatively high, the enterprises could expand their knowledge and improve the competitive advantage of the organization. In the long run, mergers and acquisitions may be an important vehicle to build capacity and improve organisational performance of the firm.Given the important role played CBM&As, it is surprising that no study has been carried out on the motives and performance of the corporate M&As by Chinese firms in foreign countries. It is also important to point out that most of the empirical studies on CBM&A focus on the activities from developed to developing countries or to other developed countries. Relatively littleattention has been given to CBM&As from developing countries to developed countries. It is therefore difficult to generalise the applicability of the conclusions drawn in the context of advanced market economies to the CBM&As conducted by firms in the Chinese emerging capitalist economy. This ought to be investigated. The purpose of this study is to examine the strategic motives and performance of CBM&A activities undertaken by Chinese firms using event study methodology. We examine this issue by focusing on what motivates Chinese companies to engage in cross-border M&As and the extent to which recent corporate acquisitions announced by Chinese companies have resulted in a generation of value for the acquirer.The rest of the paper is set out as follows: The next section reviews the literature relating to motives of cross-border mergers and acquisitions and value creation for acquirers. Following that is the methodology for the study. The fourth section presents the results and discussion. A summary and conclusions are in the last section. Literature ReviewThere is an extensive literature on the motives and effects of mergers and acquisitions (M&As) and the market for corporate control for value creation (see Trautwein, 1990; Conn, Cost, Guest and Hughes, 2001; Campa and Hernando, 2004; Aw and Chatterjee, 2004 Gregory and McCorriston, 2005; Moeller and Schlingemann, 2005; and Francoeur, 2005). We review the extant literature focusing specifically on motivation for CBM&As and the evidence accumulated through event studies approach on the returns to shareholders of the acquirer firms.Motivation for Cross-border M&AsOver the past two decades CBM&As have been a popular strategy for firms and constitute an important mode of entry intoforeign markets (See UNCTAD, 2000). Official statistics from UNCTAD (2000) suggested that the share of CBM&As as a percentage of FDI flows rose from 52% in 1987 to 88% in 2000. Although, CBM&As activities as a share of foreign direct investment (FDI) fell to 55% in 2004, the total number of global M&As has been increasing at a rapid rate in recent times. For example, the Financial Times (2007) reported a huge rise in global volume of mergers and acquisition to about $1,130 billion in the first three months in 2007 and this provides a clear indication that mergers and acquisitions remain popular. A number of researchers attribute the phenomenal growth in CBM&As to increasing globalization of business, industry consolidation, privatization, and the liberalization of economies (Shimizu, Hitt, Vaidyanath and Pissano, 2004). Despite this, a study by KPMG (1997/1998) found that only 17% of CBM&As created value for shareholders compared with 53% destroying it. What then motivates firms into engaging in CBM&As? Prominent among the motives found in the extant literature include: Access and Acquisition of Resources and TechnologyA number of studies have examined the motivation for CBM&As from the resource-based view (RBV) (see Baum and Oliver, 1991; Hennart, 1991; Eisenhardt and Schoonhoven, 1996; Madhok, 1997) and organizational learning perspectives (Barkema and Vermeulen, 1998; Vermeulen and Barkema, 2001). These studies suggest that CBM&As are motivated by an opportunity to acquire new capabilities and learn new knowledge. Thus as Ohmae, (1989: 145) argues: ―today?s products rely on so many different critical technologies that most companies can no longer maintain cutting edge sophistication in all of them‖. Therefore, tapping external sources of know-howbecomes an imperative. Acquisition of existing foreign business allows the acquirer to obtain resources such as patent protected technology, superior managerial and marketing skills, and overcome special government regulation that create a barrier to entry for other firms (Errunza and Senbet, 1981). Shimizu et al. (2004) endorses this view by suggesting that firms may engage in M&As in order to exploit intangible assets. This line of reasoning is consistent with Caves (1990) who argues that acquisition of foreign competitor enables the acquirer to bring under its control a more diverse stock of specific assets and can therefore seize more opportunities. Schimizu et al (2004) suggest that cross border M&As may also be initiated to internalize an acquirer’s intangible assets to reduce or avoid transaction costs. This view is consistent with the internalization theory which suggests that firms with intangible assets should invest across the border in order to avoid the costly market mechanism of transferring those assets (Buckley and Casson, 1976, Buckley and Cater, 1999). In short, CBM&As may be motivated through the internalization of theacquirer’s vari ous intangible assets. Conversely, the acquirer can also use the target’s intangible assets by the way of reverse internalization. Internalization and reverse internalization can help acquirers to avoid any misappropriation of intangible assets and reduce transaction costs. Seth, Song and Pettit (2000, 2002), Cheng and Chan (1995), Eun, Kolodny and Scheraga (1996), Morck and Yeung (1992) and Markides and Ittner (1994) studies have rendered support for internalization and reverse internalization as motives for CBM&As.DiversificationDiversification –a well documented strategy for expansion offirm has been suggested as one of the dominant reasons for CBM&As (Seth, 1990; Trautwein, 1990; Shleifer and Vishny, 1992; Markides and Ittner, 1994; Denis, Denis and Yost, 2002). It is argued that international acquisitions do not only provide access to important resources but also allow firms an opportunity to reduce the costs and risks of entering into new foreign markets (Porter and Fuller, 1986; Boateng and Glaister, 2003). Seth (1990) reported that the desire to reduce risks both operational and financial risks through geographical market diversification are a source of value in cross-border acquisitions but not domestic acquisitions. For example, the sources of value such as those associated with exchange rate differences, market power conferred by international scope, ability to arbitrage tax regimes are unique to international mergers (Manzon, Sharp and Travlos, 1994; Morck and Yeung, 1992; and Seth, Song and Pettit, 2000; 2002). Moreover, as economic activities in different countries are less than perfectly correlated, portfolio diversification across boundaries should reduce earnings volatility and improve investo rs’ risk-return opportunities. A numbers of studies including Erruza, 1977; Lessard, 1973, Logue, 1982 and Davis, 1991 have rendered support for risk reduction through portfolio diversification argument. It therefore follows that firms may engage in CBM&As primarily to reduce risk through diversification.To Facilitate Faster Entry into Foreign MarketMartin, Swaminathan and Mitchel (1998) have suggested that CBM&As can be used to access new and lucrative markets as well as expanding the market for a firm’s current goods. Similar conclusions have been drawn by Datta and Puia (1995) who stated that CBM&As activity provides the opportunity forinstant access to a market with established sales volume. UNCTAD (2000) also indicated that cross-border mergers provide the fastest means for international expansion. Kogut and Singh, 1988; Barkema et al., 1998, Boateng and Glaister, 2003 argued that it is expensive, difficult and time consuming to build up a global organisation and a competitive presence due to issues such as differences in culture, liability of foreignness, different business practices and institutional constraints. CBM&As offer significant time saving in this respect. For example, CBM&As allow an immediate access to a local network of suppliers, marketing channels, clients and other skills.Efficiency theoryA number of scholars including Friedman and Gibson (1988); Bradley, Desai and Kim (1988); Trautwein (1990) argue that firms engage in mergers to achieve synergies. Synergies stem from combining operations and activities such as marketing, research and development, procurement and other cost components, which were, hitherto performed by separate firms. Synergy is a broad concept which encompasses different sources of value gains including economies of scale and scope, increasing market share and power, taking advantage of tax and exchange rate differentials between countries. For example, it is argued that by combining operations and activities, mergers can increase firm's capacity and provide an opportunity to reduce costs through economies of large-scale production, pooling resources to produce a superior product and generate a large market share and long-run profitability (Trautwein, 1990, Doukas and Travlos, 1988, Ghauri and Buckley, 2003). Similarly, synergy in CBM&As can also be created by taking advantage of exchange rate differential (Kish and Vasconcellos, 1993) and tax differentialbetween the host and home countries (Servaes and Zenner, 1994). McCann (2001) suggests that lower tax rate will attract inward acquisitions and higher tax rate in a country will inspire outward acquisitions to avoid the damage of domestic higher tax rate. The role of tax rate differential as a motive of CBM&As has also been supported by Froot and Stein (1991), Manzon, Sharp and Travlos (1994), Servaes and Zenner (1994), and Goergen and Renneboog (2004).Cross border M&As and Acquirers’ PerformanceThe theory behind the positive returns from CBM&As is premised on the assumption that firms engaged in cross border transactions in foreign markets to exploit the firms’ specific resources to take advantage of market imperfections (Buckley and Casson, 1976; Morck and Yeung, 1992. In other words, prior literature suggests that CBM&As provide integration benefits of internalization, synergy, risk diversification and consequently create wealth for the acquirer-firm shareholders (Kang, 1993; Markides and Ittner, 1994).The evidence on returns to the acquiring firm shareholders is evenly distributed between studies that report negative cumulative abnormal returns and slightly positive cumulative abnormal returns. For example, a review study carried out by Bruner (2002) reported that out of the 44 studies he surveyed 24 reported positive returns with 20 reporting negative returns for the acquiring firms. This finding is consistentwith the conclusion drawn by Campa and Hernando (2004) who pointed out that the returns to the acquirer firm is less conclusive. A number of studies have reported positive performance indicating that CBM&As actually create value for the bidding firms’ shareholders. For example Morck and Yeung(1992), Markides and Ittner (1994), Manzon, Sharp and Travlos (1994), Doukas (1995), Cakici, Hassel and Tandon (1996), Markides and Oyon (1998), Black, Carnes and Jandik (2001), Kiymaz and Mukherjee (2001), Gleason, Gregory and Wiggins (2002), Kiymaz (2003) and Block (2005) have reported significant bidder return in case of US bidders acquiring foreign target firms. All of the above studies have found significant positive abnormal returns for bidding firms ranging from 0.29% to 1.96% for event windows varying between ten days before and after the announcement date.Beside the studies that show positive performance of bidding firms, there are other studies that show negative returns for the bidding firms. For example, using market model Mathur, Rangan, Chhachhi and Sundaram (1994) and Datta and Puia (1995) reported significant negative performance for bidders. Using both index model and market model, Danbolt (1995) analysed bidders from different countries that acquired UK firms and reported that acquirers earn significant negative abnormal returns for event window -8 to +5 months. Eun, Kolodny and Scheraga (1996) examined acquiring firm return by using mean adjusted return model. Their study finds that the foreign acquirers of US targets earn statistically significant negative abnormal returns of -1.20% for an event window of -5 days to +5 days for the total sample. Moreover, using market adjusted return model and market model, Aw and Chatterjee (2004) reported that UK bidders earn significant negative abnormal returns of -4.46% and -8.07% in six months and twelve months after the acquisition respectively. In addition to positive and negative announcement performance of bidding firms, there are several other studies that have reported insignificant bidder returns forthe overall sample at or around the announcement time of CBM&A (Doukas and Travlos, 1988; Fatemi and Furtado, 1988; Mathur, Chhachhi and Sundaram, 1989; Servaes and Zenner, 1994; Danbolt, 1995; Yook and McCabe, 1996;Kiymaz and Mukherjee, 2000; Eckbo and Thorburn, 2000; Seth, Song and Pettit, 2000; Campa and Hernando, 2004; and Gregory and McCorriston, 2005).Summary and ConclusionsThis paper examines the motivation and performance of 27 cross-border acquisitions by Chinese firms over the 2000-2005. The study represents the first attempt to examine wealth gains of acquiring firms in China and provides new findings in an under-research geographical region. First, this paper identifies the main motives that influence cross border mergers and acquisitions formation by Chinese firms in foreign markets. The study finds that takeovers by Chinese firms’ abroad are not motivated by a single reason but by a set of multiple motives. The motives include: to facilitate international expansion and diversification?and ―to acquire strategic assets’ including technology, research and development capabilities and other management know-how. This suggests that the motivation for M&As by Chinese firms appears to be intrinsically linked to market development and power and strategic knowledge sourcing. CBM&As by Chinese firms are seen primarily as a means of faster entry into new markets and increase market share thereby gaining the benefits of internalization, synergy and risk reduction through diversification. This study tends to provide support for the survey findings reported by KPMG Management Consulting (1997/1998) in which 'to increase market share' and new presence in other geographical areas were identified as themost important motives for M&As in Europe. A tentative conclusion to be drawn from the results is that mergers in China are used as a competitive weapon designed to obtain technology, market power and synergies.Regarding the results of event studies, the findings of this study suggest that cross-border mergers and acquisitions by Chinese firms experience significant and positive wealth gains for shareholders of the acquiring firms. The findings lend support to the view that cross-mergers & acquisitions enable international firms to exploit imperfections in product, factor and capital markets, and thus create more gains for their shareholders (Kindleberger, 1969; Caves, 1971; Hymers, 1976; and Froot and Stein, 1991).The results of this paper have significant implications for policy makers in China. From a public policy perspective, this research signifies the importance of speeding up the economic reforms in China to enable Chinese firms to participate fully and gain the benefits arising from the global market for corporate control. Local firms should be encouraged to engage in mergers and acquisitions of foreign firms to obtain the resources they lack (e.g. proprietary technology and managerial know how) and thus enabling them to develop their firm specific advantages and effectively cope with intensifying competition stemming from Chinese accession to World Trade Organisation (WTO). Despite this study?s contribution, the sample size appears to be the main limitation of this paper and hence we could not investigate the factors influencing the short-term performance. Future studies should focus on the factors which influence the creation of value for Chinese acquirers using multivariate regression analysis.译文中国企业的跨国并购：战略动因与绩效分析Agyenim Boateng Wang Qian Yang Tianle引言在过去二十年里中国最显着的发展是不断大力追求市场化改革，旨在加强世界各地的中国企业的竞争力。
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。
企业并购中英文对照外文翻译文献
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 acceptstock 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, theproduct 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 d ebt 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-endprior 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 T argetsWe 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 torestructure 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 equityinvestment 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。
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。
跨国并购英文文献
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完整版企业并购财务问题分析外文文献及翻译
M & Financial Analysiscapitalform of become acquisitions have a major Corporate mergers andoperation. Enterprise use of this mode of operation to achieve the capital cost of the synergies, to obtain production and capital concentration external expansion ofA M & very important role. enhancing competitiveness, spread business plays a process involves a lot of financial problems and solve financial problems is the key to the of in merger analysis and successful mergers acquisitions. Therefore, it appears important an Finance has of improve the efficiency M & financial problems to 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 thesize 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 controlof 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 marketvalue.Second, the financial evaluation of M & ABefore merger, M & A business goal must be to evaluate the financialsituation of enterprises, in order to provide reliable financial basis fordecision-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 basicconditions 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 spending is 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 thepotential 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 valueis 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 thecompany'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 assets,fixed of depreciation the and prices market on based be should asset thebusiness 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 discountedusing 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, that is 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 theacquisition 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 andexternal 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 capitalstructure 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.anor means a as expansion and development business A & M Whetherinevitable result of market competition, will play an important stage in thesocio-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。
企业并购财务问题分析外文文献及翻译
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.4. 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 information .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。
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译文：中国企业跨国并购绩效的决定因素摘要：采用了独特的数据上设置的跨境合并和收购活动在中国的证券交易所上市的公众公司，我们收购前的性能和国有股比例对收购公司的表现产生积极的影响。
关键词：跨国兼并和收购，中国企业，国际化1.介绍在过去的30 年里，中国经历了快速的经济增长。
在此期间，大量的中国企业已经成长起来和具备竞争力，有一些甚至已经涉足海外投资，以寻找新的增长来源。
国际化扩张的方式之一就是收购现有企业，在国外，所谓的跨国兼并和收购(M&A)。
虽然这个数字是低，规模小的，但最近比过去的趋势明显加快。
这种现象值得密切关注，以便更好地了解在这个问题上。
跨国兼并和收购是指一个企业购买在国外的另一家公司的股份或资产的行动。
显然，跨国兼并和收购是在两个或两个以上国家的公司的控制权之间的交易。
虽然跨国并购的目标常常被说成是为股东创造价值的收购公司, 结果相距较远的规定的目标。
系统研究表明，有相当数量的跨国兼并和收购以失败而告终。
除了在母国和东道国的市场环境之间的差异，收购公司的竞争力和比较优势被认为是更重要的。
这些优势包括公司治理，高层管理人员的长期竞争力，学习能力，以及其他。
因此，有必要看一看公司的特定因素影响的性能，跨境并购本研究的主要目的是确定的因素，影响结果的跨国兼并和收购中国公司，特别是在最近几年收购公司的经济表现。
近年来，中国企业的跨国兼并和收购的规模稳步上升。
根据联合国贸易与发展会议，中国企业的跨国兼并和收购总额为8.139 亿美元，这个时间是1988年至2003 年，其中大部分是1997 年后发生。
虽然平均金额每年只有2.16 亿美元，1988 年和2003 年间，在2003 年，就达到了1.647 亿美元的水平。
有一些广为人知的案例：上海电气集团在2002年购买了日本印刷机制造商，TCL收购德国施耐德在2003年和2004年，联想收购IBM PC业务的。
所有这些情况表明，中国企业的跨国兼并和收购已经进入了一个时代。
收购公司的经济表现的不同结果这样的公司的行动。
一些差异可能涉及到的国际化扩张的动机。
例如，有些公司这样做，因为在国内市场的竞争压力，而寻求资源，如原材料和技术，大概有几个甚至鼓励政府的政策措施。
尽管他们的动机的不同，许多公司因此增加了困难，在跨国并购的整合风险，并没有一个明确的概念成功因素导致性能上的差别。
因此，它必须有一个很好的理解中国和国际的关系，中国企业海外并购和决定因素之间的关系。
虽然这个问题是很重要的，许多严肃的学术研究中是很难找到的。
通过系统搜索的网站，其中列出了所有在中国的学术期刊上发表给我们接近千条跨国并购的中国国家知识基础设施大多数仅仅是现有的理论，说明目前的情况下，或简单的个案研究的评论。
我们的研究试图分析系统的经济性能，近年来，中国企业的跨国并购世界儿童之友协会的决定因素。
除了促进跨境并购的文献，我们也希望研究结果可以提供有益的指导对外直接投资的中国企业中所持的信念。
跨国并购是不是新的。
本文拟作出贡献是解释企业层面的海外并购，中国企业的因素和表现。
由于跨国并购表现受多种因素影响，我们采用了多种理论观点，特别是组织学习的观点与代理理论。
作为我们讨论的早期，我们还发现一个发达的数据库的跨境中号和一个，因此，我们开发我们自己的一个数据库覆盖165 中号和一个情况下，通过搜索，通过各种数据源，包括公司网站，年度报告，报纸上，并在互联网。
本文的组织如下。
在第 2 条中的跨境并购活动的中国企业的特点进行了讨论。
经过短暂的文献回顾，一些假设的基础上的理论观点。
第 4 节讨论的方法和结果报告的结论性意见之前在第5。
2.跨境并购中国公司的特点跨国并购的中国企业开始在20 世纪80 年代，位于美国，加拿大和香港的大部分目标公司。
该公司涉及的基本上是大型国有企业，如中信，中化集团，首都钢铁，中国的资源。
例如，北京首都钢铁集团购买的美国工程公司MASTA勺70%的股份，于1988年7月为US $340百万。
在20世纪90 年代，越来越多的中国公司开始从事海外并购。
除了国有企业，私营和集体企业还联合游戏。
进入21世纪后，中国企业在跨国兼并和收购，几个大的情况下发生，如购买由上海汽车工业总公司和韩国双龙汽车公司汽车公司收购IBM的PC业务变得更具侵略性联想。
传闻观测结果显示几个趋势：1）量和交易金额的增加随着时间的推移。
图0.1 显示了中国企业的跨国兼并和收购所涉及的金额。
多年来虽然涉及的金额有所不同，但趋势是往上走。
2）现金收购要约的采购方法扩展到各类款项，如杠杆收购和交换的股票的。
例如，TCL法国的汤普森在其收购的资产注入股份交换的方法。
3）虽然大跨境并购交易中占主导地位的国有企业，收集国有和民营企业也成为近年来活跃在。
4）涉及的行业领域延伸至国内垄断行业，如能源，化学制品制造业普遍。
H-ir mle! Xit- Nrrt^iiiig / Pfm tiiiu StH'itii aiKi Britm-ttiml Si ie/n e-S 2 \20t0)68^6-6^05Capital Amount: of Chinese Cross Border M & As6666666 66 66600 O O Q"—4^―•■*—• «—• (S-J 0-1 04 CM CM Fig. 1 Amount of Capital of Chinese enterprises * Cross Border MFSiiirrc： World Invest me lit Rcpnrt 20053.学术评论有大量文献国内和跨国兼并和收购，主要是基于发达国家的经验。
有一些中国学者研究了在国内市场的兼并和收购的情况下。
例如，冯武（2001），使用会计数据及因素分析，制定一个整体的企业绩效评价函数。
他们没有找到的M& A公司的业绩在今年显着的变化，但在一年后性能提高，在第三年下降。
朱和王（2002）的股本回报率（ROE和资产收益率（R0A为收购方和目标公司于1998年67兼并和收购的情况下，分析改进。
张（2003年），采用事件研究法和会计分析方法，分析了中国上市公司的兼并，收购和重组。
他发现，兼并，收购和重组，目标公司的价值，但对股东收购公司的收入及财务表现产生了负面的影响。
佳（2003）报道，收购公司的表现，和他们以前的收购经验之间存在着倒U形关系。
我们没有发现，中国企业的跨国兼并和收购的实证研究。
在下面的章节中，我们将开发一些假设的基础上的跨境并购案例表现的可能的影响因素，当时的理论。
4.假设发展跨国并购的成果至少2大因素。
首先，它依赖于外部环境，如在本国的经济增长和竞争程度，东道国的政治和文化环境的变化等。
其次，取决于收购公司的资源和能力。
这是，我们要着眼于后者。
因此，几个假设，以反映的跨国并购公司的特点和性能之间的关系4.1预收购公司的收购表现控制权的分配和可能的协同作用，经常被用来解释收购前的性能和收购行为。
它们也可以用来解释收购与目标公司收购后的表现。
韦斯顿等。
（1990）提出，协同效应的主要来源，其中的收购增加值，这意味着经济效率提高后，企业的兼并与不同的管理能力。
一个比较有效的投标人购买效率较低的目标公司，并通过改善目标公司的效率，增加合并后的公司的价值。
从目标公司的角度来看，市场对公司控制权理论认为，它是一个公司的市场价值之间的差异，其实际价值，决定公司是否将被收购。
此外，收购公司和目标公司的管理效率之间的差异，确定目标公司的收购后的表现。
从收购公司的观点，市场对公司控制权的理论预测，收购前表现的无罪坚定的正相关，其收购的性能。
例如，郎咸平等。
（1989）发现，在要约收购中，收购公司和股东的利益的托宾Q 值呈正相关。
Servaes （1991）发现，与托宾Q值的收购方，收购方和被收购公司的股东收益是正相关。
在这些研究中，托宾的Q 定义为公司的市场价值除以它的重置成本，作为一个公司的收购前业绩和管理能力的一个指标。
在此，我们制定以下假设：假设1：收购前的中国公司（收购方）和跨国并购性能表现呈正相关。
4.2 自由现金流代理理论描述了股东与经理人之间的关系为委托代理关系。
委托人和代理人的不同，经常发生冲突的利益。
一位经理认为自己的利益为先，在做决策时，可能无法在股东的最佳利益。
詹森和麦克林（1983）定义了一个公司作为一个承上启下的合同，，争夺代理成本是不可避免的公众公司。
一类代理成本与自由现金流量是指后留在该公司的所有净现值为正的投资项目，涵盖了需要的现金数额的大小。
大量的自由现金流，可能会导致更高的代理成本收购公司的企业管治是不完善的。
当一家公司有一个大型的免费现金流，但没有或只是一个小的债务，股东和管理人员可能会面临着严重的利益冲突股息政策。
为了使自己的利益最大化，管理者不想分发的免费现金派息，并保留在公司内部的现金流。
因此，他们可以用这些资金不仅为他们个人的私人利益或过度投资，同时也为在未来可能损失的补偿（詹森，1986）。
如果没有良好的控制系统，以确保运营效率，自由的现金流可能导致代理成本高。
在这情况下，收购不能是一个明智的决定。
另一方面，自由的现金流是可再发行的金融资源，因此在收购公布，并把它变成更有效率的使用。
詹森还预测自由现金流行业的集中度的特点，表现出的自由现金流可以是一个严重的问题，公司大量的自由现金流和低增长的前景，特别是必不可少的公司注定要缩小。
这些企业面临的最严重的情况，在不盈利的项目投资上的浪费现金。
我们认为在中国的上市公司，自由的现金流可能会导致相同的代理成本。
派息降低了资源管理器的控制下，因此，经理人更愿意使用免费的现金流投资，而不是派发股息，即使这种投资可能不会产生积极的股东回报。
因此，我们假设有足够的现金流，收购公司在收购前收购后的表现不佳。
假设2：收购前的现金流中国公司（收购方）和其收购的性能是负相关的。
原文：Determinants of Cross-Border Merger &AcquisitionPerformance of Chinese Enterprises Abstract ：Using a unique data set on the cross-border merger and acquisition activities of the public companies listed at China's stock exchanges, we show that pre-acquisition performance and proportion of the state shares have a positive impact on performance of acquiring companies Keywords: Cross-border mergers and acquisitions; Chinese enterprises; International-alization1.IntroductionIn the past thirty years China has experienced a rapid economic growth. In that period, a large number of Chinese enterprises have grown up and gained compositeness, a few have even ventured abroad to search for new sources of growth. One way of international expansion is to acquire existing businesses abroad, so called cross-border mergers and acquisitions (M&A). Although the number was low and the scales were small in the recent past, the trend is clearly picking up. It warrants a close look at this phenomenon to gain a better understanding on this matter.Cross-border M&A refers to a corporate action of purchasing the shares or assets of another companyin a foreign country. Obviously, cross border M&A is a transaction of control rights between companies in two or more countries. Although the goals of cross-border M&A are often said to be creating value for the shareholders of acquiring companies, the results are far apart from the stated objective. Systematic studies show a considerable number of cross-border mergers and acquisitions end up in failure. In addition to differences in market environments between home and host countries, the competitive and comparative advantages of the acquiring companies are considered more important. Those advantages include corporate governance, top management term competence, learning ability, among others. Therefore, it s necessary to take a look at the firm specific factors that influence the performance of cross-boarder M&A. The main purpose of this study is to identify the factors that influence the outcomes of cross-border M&A made by Chinese firms in recent years, particularly, economic performance of the acquiring firms.The scale of cross-border mergers and acquisitions by Chinese firms has increased steadily in recent years. According to the United Nation Conference on Trade and Development, cross-border mergers and acquisitions by Chinese firms totaled US$ 8.139 billion in the period of 1988 to 2003, most of which occurred after 1997. While the average amount each year was only $ 216 million between 1988 and 2003, it reached the level of $ 1.647 billion in2003. There are a few well publicized cases: Shanghai Electric Group purchased a Japanese printing machine manufacturer in 2002, TCL acquired Schneider in Germany in 2003 and Lenovo purchased PC business of IBM in2004. All these cases show Chinese enterprises have entered an era of cross-border mergers and acquisitions.The economic performance of acquiring firms differs as a result of such corporate action. Some of the differences may relate to the motives of the international expansion. For example, some companies do it because of competitive pressure at home market, while others seek resources such as raw materials andtechnologies, and probably a few are even encouraged by government policy measures. Despite the variety in their motives, many companies underestimate difficulties and integration risks in cross-border M&A and don ' t have a clear idea about success factors that contribute to the difference in performance. Therefore it is imperative to have a good understanding of the relationship between performance of Chinese overseas mergers and acquisitions and determinant factors.Although the issue is clearly important, many serious academic studies are hard to find. A systematic search through the website of the China National Knowledge Infrastructure that lists all academic journals published in China give us nearly one thousand articles on cross-boarder M&A. Most are merely reviews of existing theories, descriptions of current situations or simple case studies.Our study attempts to analyze systematically economic performance and its determinants of cross border M&A made by Chinese companies in recent years. In addition to contribute to cross-border M&A literature, we also hope that the findings can provide useful guidance to outward foreign direct investment by Chinese enterprises in the future.Cross-border M&A is not new. What this paper intends to contribute is to explain the firm level factors and performance of overseas M&A by Chinese enterprises. Because the M&A performance are influenced by multiple factors, we adopt a multiple theoretical perspectives, specifically, organization learning perspective and agency theory.As we discussed early, we have not yet found a well developed database on the cross-border M&A, therefore we develop on our own a database covering 165 M&A cases by searching through various data sources including company websites, annual reports, newspapers, and the internet.The paper is organized as follows. The features of cross-border M&A activities of Chinese firms are discussed inspection 2. After a short literature review, a number of hypotheses are developed based on a number of theoretical perspectives. Section 4 discusses the methodology and results are reported in section 5 before the concluding remarks.2.Features of Cross-border M&A by Chinese CompaniesCross-border M&A by Chinese companies began in the 1980s, with most of the target companies located in the US, Canada and Hong Kong. The firms involved were basically large state-owned enterprises, such as CITIC, SINOCHEM, Capital Steel and China Resources. For example, Beijing Capital Steel Group purchased 70% shares of an American engineering company MASTA for US $3.4 millions in July 1988. In the 1990s, more and more Chinese companies start engaging acquisitions overseas. In addition to the state-owned enterprises, privately and collectively owned enterprises also joint the game. After entering into the 21 century, Chinese firms become more aggressive in cross-border mergers and acquisitions, several large cases occurred, such as the purchase of Korean company Sang Yong Motor Company by Shanghai Automotive Industry Corporation and the purchase of PC business of IBM by Lenovo.Anecdotal observations show a few tendencies: 1) volume and sum of transactions increase over time. Figure.1shows amounts of money involved in that cross-border mergers and acquisitions of Chinese enterprises. Although the amounts of money involved vary over the years, but the trend is going up. 2) The purchasing method extended from cash offer into various kinds of payments, such as leveraged acquisitions and swap of equity shares. For example, TCL used the methods of asset injection and shares swap in its acquisition of Thompson of France. 3) Although the state-owned corporations dominate in big cross-border M&A deals, collectedly owned and private enterprises also become active in recent years. 4) The industries covered extended from domestically monopolized industries such as energy, chemicals to manufacturing industry in general.H-ir mle! Xit- Nrrt^iiiig / Pfm tiiiu StH'itii aiKi Britm-ttiml Si ie/n e-S 2 \20t0)68^6-6^05()Fig* 1 A L no uni of Capiltil of Cliincsc ciiltTpriscs' C ross BoixierS)nrec： World Investment Rcjxirt 20053.Literature ReviewThere is a vast literature on both domestic and cross-border mergers and acquisiti ons, mostly basedon the experie nces from developed cou ntries. There are a few Chin ese scholars have studied mergers andacquisiti ons case in domestic markets. For example, Feng and Wu (2001), using accou nti ng data andfactor analysis, formulate an overall evaluation function of corporate performanee. They do not find significa nt cha nge in firm performa nee in the year of M&A, but the performa nee improves in the year afterand falls back in the third year. Zhu and Wang (2002) analyze improvement of return on equity (ROE) andretur ns on assets (ROA) for both acquirer and target compa nies in 67 mergers and acquisiti ons cases in1998. Zhang (2003), using eve nt study method and accou nting an alytical method, an alyzes the mergers,acquisiti ons and reorga ni zati ons of Chin ese publicly listed compa ni es. He found that mergers,acquisiti ons and reorga ni zati ons add value to the target compa ny, but had a n egative in flue nceupon shareholders ' in come and finan cial performa nce in the acquiri ng compa ny. Jia (2003) reports a reverse U shape relati on ship exists betwee n performa nce of acquiri ng compa nies and their previous acquisiti on experience. We do not find empirical study on cross-border mergers and acquisitions of Chinese companies. In the following section,we are going to develop a few hypotheses based on the prevailing theories on possible factors that in flue nce the performa nce of cross-border M&A cases.4.Hypotheses DevelopmentThe outcomes of cross-border M&A depe nds at least on 2 broad factors. First of all, it depe nds onexter nal en vir onment, such as econo mic growth and degree of competiti on at home cou ntry, cha nges ofpolitical and cultural environment of host country and so on. Secondly, it depends on resources andcapability of the acquiring company.lt is the latter that we are going to focus on. A few hypothesestherefore are developed to reflect the relati ons betwee n acquir ing firm characteristics and performance of cross-border M&A.4.1 Pre-Acquisitions Performance of Acquiring FirmsAllocation of control rights and possible synergy are often used to explain pre-acquisition performance and acquisition behavior. They are also used to explain post-acquisition performance for both acquiring and target firms.Weston et al. (1990) proposes that synergy effect is one of the main sources in which acquisition adds value, which means economic efficiency can improve after mergers of firms with different management capabilities. A relatively efficient bidder purchases a less efficient target firm and increases the value of the merged firm through improving target firm ' s effectiveness.From target firm perspective, market for corporate control theory argues that it is the difference between a company ' s market value and its actual value that determines whether a firm will be acquired. Moreover, the difference of management efficiency between the acquiring firm and the target firm determines the target company's post-acquisition performance. From the acquiring firm s viewpoint, market for corporate control theory predicts that pre-acquisition performance of the acquitting firm ispositively related to its acquisition performance.For example, Lang et al. (1989) found that in tender offers, Tobin Q value of acquiring firms and shareholders ' interests are positively related. Servaes (1991) found both acquirer 's and acquired company 's shareholders gainsare positively associated withthe Tobin Q value of the acquirer. In these studies, Tobin s Q, defined as the market value of a company divided by its replacement cost, is used as an indicator of a company s pre-acquisition performance and management capacity. Hereby we develop the following hypothesis:Hypothesis 1: Pre-acquisition performance of Chinese company (the acquirer) and its cross-border acquisition performance are positively related.4.2 Free Cash FlowAgency theory describes that the relationship between shareholders and managers as a principal-agent relationship. The principal and agent have different and often conflict interests. A manager considers his own interest first when making decisions that may not at the best of interest of shareholders. Jensen & Meckling (1983)define a firm as a nexus of contracts, contending that agency cost is unavoidable in public companies.One kind of agency costs is associated with the magnitude of free cash flow that refers to the amount of cash leftin the company after covering the need of all investment projects with positive net present value. Large amounts of free cash flow can cause higher agency cost when corporate governance of acquiring company is imperfect. When a company has a large free cash flow but no or just a little debt, shareholders and managers may face a serious conflict in interests regarding dividend policy. In order to maximizetheir interests, managers prefer not distributing the free cash as dividend payout and to keep free cash flow within the company. Therefore they can use that cash not only for their personal private benefits or over-investment, but also for compensation of possible losses in the future(Jensen, 1986). If there is no good control system in place to ensure efficiency in operations, free cash flow may lead to high agency cost. Under that circumstance, acquisition cannot be a sound decision. On the other hand, free cash flow is redistributable financial resource thus released in acquisitions, and put it into more productive use.Jensen also predicts the characteristics of the free cash flow concentrated industries, showing that the free cashflow can be a serious problem for companies with large amounts of free cash flow and low growth prospect, and especially essential for companies doomed to shrink. These companies face the most serious situation for wasting cash on investments in non profitable projects.We argue free cash flow can cause the same agency cost in China ' s publicly listed companies. Dividend payout lowers the resources under manager 's control; therefore managers prefer using free cash flow to invest instead of dividend payment, even though such investment may not generate positive returns to shareholders. Therefore, we hypothesize that acquiring company with sufficient cash flow before acquisition has poor post acquisition performance.Hypothesis 2: Pre-acquisition free cash flow Chinese company (the acquirer) and its acquisition performance are negatively related.References[1]Eisenhardt, K.M., 1989. Agency Theory: An Assessment and Review. The Academy of Management Review,14(1): 57-74.[2]Feng, Genfu and Linjiang Wu, 2001. Empirical Study of Performance of Mergers and Acquisitions of Chinese Public Companies. EconomicResearch, 1, in Chinese[3].Fowler, K. L. & Schmidt, D. R., 1989. Determinants of tender offer post-acquisition financial performance. Strategic Management Journal, 10(4): 339.[4]Franks, J., R. Harris & S. Titman, 1991. 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