外资并购与目标企业效率研究:基于啤酒行业的实证分析

外资并购是外国直接投资进入中国市场的一种主要手段.随着加入WTO后,外资在中国啤酒行业掀起一波接一波的并购浪潮.以中国啤酒行业2002-2006年间28起并购为研究对象,选取124家啤酒企业的财务数据,采用DEA-Tobit两阶段回归模型,实证分析外资并购相对于国内并购对目标企业的效率的影响.结果显示:外资并购既没有提升目标企业的纯技术效率,也没有对目标企业的规模效率产生影响,而与之形成对照的是内资并购对目标企业的纯技术效率有显著的提升.     

和而不同：高管团队职能背景异质性对企业跨界技术并购绩效的影响

跨界技术并购能够为企业提供全新的创新思路,在技术融合与创新背景下,其优势易于发挥。在并购发生后,高管团队职能背景异质性在很大程度上作用于企业战略和创新决策,对企业发展具有至关重要的作用。因此,选取首次并购公告日在2007年1月1日到2016年12月31日间的73个跨界技术并购案例为样本,运用多元回归方法对高管团队职能背景异质性与企业跨界技术并购绩效的关系进行实证分析。结果显示,高管团队职能背景异质性对企业跨界技术并购绩效具有正向影响;市场化程度和可用冗余均正向调节上述作用。探索高管职能背景异质性对跨界技术并购绩效的作用机理,拓展信息决策理论应用情境,并为企业在跨界技术并购时进行高管团队配置和资源布局提供决策依据。     

On Mergers and Agglomeration

We formulate a model of mergers and acquisitions assuming a monopolistic competitive industry that exhibits agglomeration economies. We provide the conditions for the existence of a non‐trivial Nash equilibrium in the acquisition market at which the most productive firm acquires a range of less‐productive firms. Most importantly, we show that domestic merger and acquisition activities are international trade promotionary. We also show that such types of mergers and acquisition will improve the competitive position of foreign firms leading to an increase in their market share. In addition, domestic mergers and acquisitions will increase the number of imported varieties.     

基于核心能力的企业并购研究综述

本文对基于核心能力的企业并购及并后企业能力变化的研究进行了梳理,试探性地提出了影响基于核心能力的企业并购的关键成功因素。基于核心能力的企业并购要获得成功,必须做到以下几点:以战略思想为导航,做足准备;立足并购企业核心能力,合理出价;协调并购企业间的文化,注重快速、全面的并后企业整合;合理运用动态指挥系统。     

Economic policy uncertainty and mergers and acquisitions: Evidence from China

This study examines the relationship between economic policy uncertainty and mergers and acquisitions (M&As) in China. Using all listed Chinese companies on the Shanghai and Shenzhen Stock Exchanges as well as 4188 ​M&A deals from the period of 2001–2018, we show that Chinese firms are more likely to make acquisitions during periods of high economic policy uncertainty, which contradicts the behavior of US firms. We further show that state-owned enterprises (SOEs) are less likely than non-SOEs to make acquisitions during periods of high economic policy uncertainty. SOEs are less likely to use only cash for their acquisitions during periods of high economic policy uncertainty. These results indicate the prudence of SOEs regarding acquisitions relative to non-SOEs during periods of high economic policy uncertainty. Moreover, acquisitions during periods of high economic policy uncertainty are associated with an increase in shareholder wealth for acquirers, and this wealth effect is more pronounced for SOEs.     

Credit supply,post-acquisition performance and financial constraints

We study the effect of credit supply on the acquisition behaviour of financially constrained (FC) and financially unconstrained (UC) firms. FC firms are likely to conduct acquisitions when credit supply is greater while UC firms can conduct acquisitions whenever a good opportunity arises. We argue that the flexibility unconstrained firms have is valuable. Our empirical results indicate that UC firms outperform FC firms up to 36 months after the acquisition. We also find that increased credit supply increases the probability of conducting mergers and acquisitions (M&As) for FC firms while it has less impact on M&A behaviour of UC firms.     

A pre-emption model of mergers

This paper studies the paradox of the value destroying mergers in a sequential negotiation model in which the synergy accrued from the mergers is private information. This study shows that in a simultaneous competitive bidding process, the winner’s curse of overpaying rarely occurs but may arise in the target firm initiated sequential negotiations; and if the merger is successful then the outcome is never value destroying for the combined firm. Thus the acquirer’s overpayment cannot be considered as the ‘winner’s curse’ that results from the post-announcement competitive bidding but rather than the result of the target’s strengthened bargaining power in the sequential negotiations. The implications and intuition of such value-destroying mergers thus differ substantially from that of existing pre-emptive mergers and acquisitions models that use a simultaneous bidding mechanism. The results also imply that the ‘acquisition premium’ accrues to the target firms.     

Determinants of the acquisition of listed versus unlisted firms in different legal and institutional environments

The aim of this article is to analyse the determinants of the decision to acquire unlisted rather than listed firms in different legal and institutional environments. We estimate a probit model considering the mergers and acquisitions (M&As) announced by European listed firms (19 countries) that acquires worldwide listed or unlisted firms (36 countries) in the period 2002–2007. Our results show that managerial opportunism is a determinant in the acquisition of listed firms, occurring with greater probability in acquiring countries with low shareholder and minority shareholder protection. Information asymmetry is another relevant determinant that promotes the acquisitions of unlisted firms. Furthermore, the less developed the capital market in the country of the acquired firm, the greater the probability of acquisitions of unlisted firms. This article contributes to the M&A literature by showing that in addition to managerial opportunism and information asymmetry, the legal and institutional environments in both the acquiring and the target countries are also relevant aspects explaining the decision of whether to acquire listed or unlisted firms.     

Paradigm Conflict and the Wealth Effects of Blockholder Formation in Private Target Acquisitions

Decision making in public companies follows an organized structure dominated by risk aversion. The decisions in private entrepreneurial firms tend to be driven by overconfidence and reliance on trial and error. Such entrepreneurial attitudes are reinforced by high levels of profitability. The authors argue that this difference in decision-making paradigms limits the wealth effect of blockholder formation by the profitable private target's owners in mergers and acquisitions. Blockholder formation by private target owners is associated with substantial acquirer shareholder gains in the acquisitions of targets with relatively low and moderate profitability levels. To the opposite, the market reacts to blockholder formation by the owners of highly profitable targets with skepticism. Such announcements are associated with insignificant wealth effects overall and substantial acquirer losses in acquisitions in human capital-intensive sectors whereby disagreements are likely to be consequential. Acquirers understand these wealth effects and reduce the extent of stock financing when acquiring highly profitable targets.     

Integration and autonomy in Chinese technology-sourcing cross-border M&As: from the perspective of resource similarity and resource complementarity

In this paper, we examine the match between resource relatedness and post-merger integration on technology innovation of acquiring firms to find the rationale behind technology-sourcing cross-border mergers and acquisitions (M&As) of Chinese multinational enterprises. Using a sample of 88 Chinese technology-sourcing cross-border M&As, we find that the acquirer will improve technology innovation when greater resource similarity between the acquirer and target firms is matched with a high integration degree and a low target autonomy level. Meanwhile, the acquirer can improve technology innovation when greater resource complementarity is matched with a low level of integration degree in technology-sourcing cross-border M&As. This paper provides the acquiring firms with fresh ideas of how to make the integration decisions of technology-sourcing overseas M&As. We hope to help multinational enterprises to achieve more outstanding technology innovation performance through technology-sourcing overseas M&As in an intense global competitive environment.     

Technology-acquiring cross-border M&As by emerging market firms: role of bilateral trade openness

This paper investigates the role of bilateral trade openness in technology-acquiring cross-border mergers and acquisitions (M&As) by emerging market firms (EMFs). The cross-border M&A, patents, and financial data from January 2000 to December 2013 have been utilised for empirical analyses. By analysing cumulative abnormal returns of the acquirer EMFs from Brazil, Russia, China, India, and Mexico, the value-creating nature of technology-acquiring cross-border M&As has been confirmed. In addition, the number of the patents owned by the target firms showed a positive and significant effect on the stock performance of cross-border acquirers. Finally, the bilateral trade openness significantly and positively moderated the relation between the innovation capability of the target firms and EMFs’ stock performance.     

股权并购与目标企业创新产出关系研究——以科技类上市企业为例

将股权并购分为股权转让和增资扩股两种形式,据此分析股权并购对目标企业创新活动的融资作用。基于我国中小板与创业板科技类上市企业并购数据,以专利申请数作为创新产出的代理变量,实证发现增资扩股形式的股权并购能够通过现金转移为目标企业创新活动提供融资渠道从而提高其创新产出。在内生性问题检验中,通过采用倾向性评分匹配技术验证了该结果的稳健性。     

Pre-empting technology competition through firm acquisitions

This paper shows that firms engage in horizontal mergers and acquisitions to pre-empt competition in technology markets. Making use of the patent application procedure at the European Patent Office we introduce a measure for potential entry barriers in technology markets.     

并购对创新投入的影响及持续性研究

基于2013-2017年中国A股上市公司数据,从创新资金投入和人员投入两个方面出发,通过比较研究和回归分析,探讨并购行为和并购类型分别与创新投入间的关系,以及主并企业性质和行业性质对并购创新效应的调节作用。结果显示：并购行为有助于企业创新投入水平提高,且这种积极作用具有持续性。其中,横向并购与创新投入显著正相关,而纵向并购和多元化并购与创新投入的关系不显著。进一步研究发现,主并企业性质和行业性质对并购创新效应具有显著调节作用,具体表现为：非国有企业横向并购能够显著促进企业创新投入,而国有企业并购创新效应不显著;高新技术企业横向并购能够显著提高创新投入水平,而非高新技术企业并购创新效应不显著。研究结论丰富了并购创新效应相关研究,可为国内企业并购行为提供实践依据。     

Life Science Innovation and the Restructuring of the Pharmaceutical Industry: Merger, Acquisition and Strategic Alliance Behaviour of Large Firms

This article explores the transformative nature of the life sciences in the context of pharmaceutical mergers, acquisitions and strategic alliances. Drawing on interviews with senior scientists and managers from large pharmaceutical firms, and secondary data on general industry trends, it identifies diverse company strategies for capturing and exploiting new technologies/knowledge and explores their implications for innovation. The article suggests that mergers, acquisitions and strategic alliances represent a cluster of related activities that provide various strategic options for managing innovation and productivity deficit. However, because the preferred balance between in-house R&D and externally sourced knowledge depends on a number of firm-specific factors, as well as challenges posed by the external operating environment, there is increasing variation between large companies in how these activities are exploited and strategically managed.     

“一带一路”背景下我国跨境并购现状、问题及对策建议

从国际上来看,跨国并购是对外直接投资的主流。随着我国企业"走出去"步伐不断加快,中国跨国企业对发达国家企业发起的跨国并购逐渐增多,已有不少成功案例,但总体来说成功率并不高。与发达国家企业发起的并购相比,新兴国家企业对发达国家企业发起的跨国并购有其独特的特点。基于此,分析我国跨国并购的现状及存在的问题,并提出对策建议。     

Economic integration and the profitability of cross-border mergers and acquisitions

The 1990s was a decade of increased economic integration. The decade also witnessed a sharp increase in cross-border mergers and acquisitions. From a theoretical perspective, the increase in international mergers in more integrated economies is rather puzzling. It is a well-established result that due to the “business stealing effect”, mergers in integrated markets are not likely to be profitable. A reasonable conjecture would therefore be that closer integration of markets would reduce the attractiveness of cross-border mergers and acquisitions. The present paper demonstrates that this is not necessarily the case: Economic integration may trigger cross-border acquisitions by reducing the business stealing effect and by reducing the reservation price of the target firm. The paper thus provides explanations to the observed increase in cross-border mergers in a world of more integrated economies.     

国外并购绩效评价方法研究综述

20世纪全球经历了5次企业并购浪潮,并购已经成为现代企业尤其是大型企业和高成长企业快速扩张和整合的重要手段之一.企业并购的之后的效果如何,如何来评价并购的绩效,国外学者从不同角度做了大量的研究,但数十年的研究至今没有一个统一的结论.本文总结了30多年以来国外学者有关企业并购绩效研究的重要文献,在此基础上将国外并购绩效的评价方法分为财务评价、股票评价和其他评价三类,并指出了并购绩效评价方法中存在的问题.     

The effect of heterogeneous beliefs on mergers and acquisitions

This article investigates the effect of heterogeneous beliefs on firms’ mergers and acquisitions (M&A) decisions. Using data of China’s financial market, which is featured with great heterogeneity of belief, we find that heterogeneous beliefs are positively associated with the occurrence of M&A transactions, and firms with greater heterogeneous beliefs are more likely to pay the transactions with stock. Moreover, we show that government intervention, measured by state ownership, weakens the effect of heterogeneous beliefs on firms’ M&A decisions.     

收购方为什么要在兼并交易中雇用投资银行

本文考察了当兼并交易具有哪些特征时,收购方公司更可能会在兼并交易中雇用投资银行作为其兼并交易的财务顾问。研究结果表明,在下列情况下,收购方公司更有可能雇用投资银行作为其兼并交易的财务顾问：兼并交易较复杂,收购方公司的兼并交易经验不足,收购方公司仅收购目标公司部分资产或股权,兼并交易价格较高,兼并交易为敌意收购,收购方公司在金融行业运营,目标公司在很多行业经营。