平安集团并购深发展案例分析

平安并购深发展是迄今为止中国金融史上最大的并购案,本文主要回顾平安并购深发展事件的过程,并简略分析了并购动因和并购后的影响,认为此次并购是一次双赢的结果,尤其对于平安来说,是实现其综合金融梦想重要的一步。     

平安集团并购深发展案例分析

平安并购深发展是迄今为止中国金融史上最大的并购案,本文主要回顾平安并购深发展事件的过程,并简略分析了并购动因和并购后的影响,认为此次并购是一次双赢的结果,尤其对于平安来说,是实现其综合金融梦想重要的一步。     

银行保险的财富效应检验:以“平深恋”为例

本文运用事件研究法,以中国平安收购深发展事件为例,实证考察了银行保险的财富效应,结果表明并购对双方主体的市场价值具有一定的显著影响。采用SUR模型进一步研究该并购事件对国内银行业和保险业其他上市主体超额收益的影响还显示:企业性质、行业属性和企业实力等因素对其超额收益存在较为显著的影响。     

从中国平安与深发展银行深度重组看企业合并

中国平安集团与深发展银行之间的一系列并购重组对企业合并产生了影响。中国平安将所持的90.75%平安银行股权及26.9亿现金作为对价,换取16.39亿股深发展银行股权。合并交易取得重组后,中国平安仍保持有充裕的货币资金和良好的偿债能力,资产和利润都将得到提高。深发展银行则将获得一次难得的外延式增长机会,扩展了业务范围,特别是东南沿海的网点覆盖,提升了深发展未来的市场竞争力。     

从中国平安与深发展银行深度重组看企业合并

中国平安集团与深发展银行之间的一系列并购重组对企业合并产生了影响.中国平安将所持的90.75％平安银行股权及26.9亿现金作为对价,换取16.39亿股深发展银行股权.合并交易取得重组后,中国平安仍保持有充裕的货币资金和良好的偿债能力,资产和利润都将得到提高.深发展银行则将获得一次难得的外廷式增长机会,扩展了业务范围,特别是东南沿海的网点覆盖,提升了深发展未来的市场竞争力.     

中国平安并购深发展尘埃落定

历时三年的国内金融史上第一并购案得以尘埃落定,中国平安保险集团有限公司(以下简称"中国平安")正式完成对深圳发展银行股份有限公司(以下简称"深发展")的并购案,"深圳发展银行"更名为"平安银行"。并购过程2009年6月1 2日,中国平安发布公告称,与深圳发展银行达成《股份认购协议》和《股份购买协议》。2010年5月,中国平安向新桥投资(NEW BRIDGE ASIA)定向发行H股2.99     

“平深恋”修成正果“深发展”隐入历史

近两年轰轰烈烈的“平深恋”，终于在这个盛夏时节“修成正果”。 8月2日晚，深发展正式更名为平安银行，深发展与中国平安近两年的并购事件至此收官，交易总对价达291亿元，被视为中国历史上最大的金融并购案。     

金融

中国平安正式接管深发展现金投资超过67亿元 中国平安银行和深圳发展银行合并速度几乎超出所有人意料,自5月5日平安收购深发展的方案获批后,5月26日,深发展董事长纽曼宣布辞职,由平安银行前任行长理查德．杰克逊接任深发展行长,而平安高管也在批量进入深发展。纽曼的辞职,宣告深发展的纽曼时代正式终结。随之,深发展将进人中国平安的金控进程。中国平安依然对整合方案三缄其口。     

外资银行并购与价值创造——新桥投资集团并购深发展的案例分析

本文在讨论了深发展引入国外投资者动因的基础上重点考察了新桥投资集团收购深发展的价值创造情况。对本次并购公告日前后的股价反应的研究表明,并购能够在短期内增加深发展股东的财富;财务指标的研究表明,并购当年深发展的业绩有所提升,但缺乏持续性;总体上看,本次并购实现了深发展并购的大部分目标,但仍然是政府主导下的并购行为。     

金融企业并购及并购中的财务风险管理

企业兼并重组,是调整优化产业结构、转变经济发展方式的重要途径,也是是培育发展大企业大集团,提高产业集中度,提升产业竞争力的重要手段,受到国家鼓励和扶持。本文主要从财务的角度,以中国平安并购深发展为例,简单分析企业并购经济效益,以及企业并购活动中可能存在的财务风险,并提出相应的风险应对措施,以增强对金融企业并购经济活动,以及并购中风险管理的认识和管理。     

A Comment on Establishing the Fair Value of Consideration Given in an Acquisition

The distinction between offer date and acquisition date is important when determining the fair value of shares offered as consideration in an acquisition or takeover. Standards on business combinations have required this to be determined at acquisition date, certainly since 2001, even though earlier opinions such as APB Opinion 16 had allowed the use of offer date. Despite this, Lonergan (2004) continued to favour the use of offer date, using the Wesfarmers takeover of Howard Smith in 2001 as support, and claiming that acquisitions are essentially locked-in from the offer date. But this is generally not the case. This paper shows that acquisition date is correct when conditions change during a takeover.     

Acquisition Targets and Motives in the Banking Industry

This paper uses a large sample of individual banking organizations, observed from 1996 to 2005, to investigate the characteristics that made them more likely to be acquired. We use a definition of acquisition that we consider preferable to that used in much of the previous literature, and we employ a competing-risk hazard model that reveals important differences that depend on the type of acquirer. Since interstate acquisitions became more numerous during this period, we also investigate differences in the determinants of acquisition between in-state and out-of-state acquirers. We also employ a subsample of publicly traded banking organizations to investigate the role of managerial ownership in explaining the likelihood of acquisition. The hypothesis that acquisitions serve to transfer resources from less efficient to more efficient uses receives substantial support from our results, as do a number of other relevant hypotheses.     

The attenuation effect of social media: Evidence from acquisitions by large firms

We examine the role of social media in firm acquisitions. Twitter utilizes the “push” technology that allows firms to reduce information asymmetry by disseminating news to a broader set of investors in a timely manner. Using hand collected acquisition announcements from Twitter covering the period from 2009 to 2012, we find that the acquirer size is a main determinant of disclosing acquisition announcements on Twitter. Large acquirers announce their acquisitions on Twitter and, as a result, are able to attenuate the anticipated negative market reaction at acquisition announcement. We find no evidence that the attenuation effect of announcing acquisitions on Twitter subsequently reverses or that announcing acquisitions on Twitter is positively associated with pre-announcement earnings management. Overall, our results suggest that Twitter has become an important investor relation channel for major corporate events such as acquisition announcements and that large acquirers can use this new channel to enhance stability in their stock prices.     

Why are some modes of acquisition more profitable? A study of the credit card industry

A key challenge in financial services marketing is attracting good customers to the firm. For most financial services firms, including credit card firms, a good customer is also a profitable customer. Managers would like to use marketing tactics that attract the most profitable customers while closely monitoring and perhaps limiting expenditures on marketing tactics that tend to attract relatively less profitable customers. Therefore, managers need to understand the relative effectiveness of different modes of new account acquisition and the impact that the various modes of acquisition may have on overall account profitability. To date, there have been very few studies that have calculated individual level customer profitability and then investigated the relationship between new customer acquisition source and customer profitability. That is, how do modes of acquisition differ in their ability to attract profitable customers? We answer this question using a proprietary and novel data set from the credit card industry. Of the four modes of acquisition used in this industry, we find that Internet and direct mail efforts generate more profitable customers than telemarketing and direct selling. We provide possible explanations for these findings. Our work adds to the growing literature in customer relationship management and our results have important managerial implications for resource allocation among acquisition strategies.     

THE MEASUREMENT OF POST-ACQUISITION PERFORMANCE: TOWARD A VALUE-BASED BENCHMARKING METHODOLOGY

Mergers and acquisitions are clearly the favorite corporate growth strategy of this generation's executive teams. But there is little evidence that such strategies have paid off for the acquiring companies' shareholders–and many transactions have proved disastrous for the careers of the executives as well as the pocketbooks of the shareholders of the acquiring firms.
This article presents a methodology for evaluating post-acquisition operating performance from the perspective of the acquiring company's shareholders. The cornerstone of the method is a performance benchmark that incorporates the operating performance expectations built into the pre-acquisition market values of the two companies plus the additional promise of performance created by the payment of an acquisition premium.
After illustrating the use of this methodology in the case of an actual acquisition, the article goes on to present the results of a study (using 41 major strategic acquisitions from the period 1979–1990) of the extent to which stock market reactions to acquirers are useful predictors of actual performance over a five-year period following the acquisition. The results of the study provide strong support for building current market expectations into the benchmarking methodology.
The 1990s are often said to have initiated an era of so-called "strategic" mergers. The clear message from this analysis is that, even if a deal is deemed "strategic," it will not add value unless the realized synergies justify the acquisition premium. The burden of proof is on the acquirer to demonstrate to the market that they will. This article provides a tool that senior executives can use both for pre-acquisition analysis and pricing and for post-acquisition performance evaluation and incentive compensation.     

Land acquisition outcome,developer risk attitude and land development timing

Based on the matched date of initial vacant land parcels and final completed housing projects in Beijing of China from 2003 to 2015, we investigate the correlations of land acquisition outcomes, developer risk attitude and land development timing. We find that real estate developers’ land acquisition gains or losses relative to a referential land acquisition cost have significant impacts on their decisions of land development timing. Developers will postpone the land development process after prior losses in the land acquisition stage. By introducing behavioral economics into the real option model of land development, we explain this relationship from the perspective of varying risk attitude of real estate developers.

     

The effects of language and religion on cross-border acquisition completion

This paper explores how language and religion influence cross-border acquisition completion in the negotiation phase of acquisition. The frequency and intensity of communication in the negotiation phase of acquisition will be high. We believe that language and religion will have an important impact in this phase. We have focused not only on cross-national differences but also on diversity within the target country. Our analysis based on foreign acquisitions across 55 acquirer and 54 target countries shows that both linguistic distance and religious distance are negatively related to the probability of acquisition completion. We find that both linguistic diversity and religious diversity are negatively related to the probability of acquisition completion. Moreover, a good institutional environment in the target country may reduce the information asymmetry and transaction cost in the process of cross-border acquisition. In this case, the influence of language and religion will weaken.     

Partial acquisitions,the acquisition probability hypothesis,and the abnormal returns to partial targets

The acquisition of a partial stake in a target firm has been positively linked to the likelihood that the target will be involved in a follow on full acquisition involving either the original bidder or a third party bidder. Existing studies provide only suggestive evidence of this linkage by comparing the abnormal returns to partial targets that are ultimately acquired to those that are not. Using a sample of partial acquisitions, we identify characteristics that impact the probability of a full acquisition and provide a tangible link between partial target gains and the ex ante probability of acquisition. Partial targets experience positive announcement effects, and the gains are greater for subsequently acquired targets. Partial bids initiated by corporate bidders are more likely to result in a full acquisition, and the size of the acquired stake and the level of institutional ownership are positively linked to the probability of acquisition. Further, the partial target gains are positively linked to the ex ante probability of acquisition even after controlling for any increased monitoring and discipline that the partial bidder is expected to impose. The findings are robust across various time horizons and model specifications.     

Golden parachutes and managerial incentives in corporate acquisitions: evidence from the 1980s and 1990s

We investigate the extent to which managerial incentives, including golden parachute (GP) payments, have influenced target acquisition gains over the past two decades. We find that the use and scope of GP contracts expanded dramatically for a large sample of firms acquired from 1980 through 1995. To investigate the effect of managerial incentives on target acquisition gains, we estimate a regression of abnormal stock returns for acquisitions on variables including managerial incentives, the value of GP payments, and the interaction between GPs and management incentives. The regression results indicate that management incentives are positively associated with target acquisition returns and that GP payments serve to mitigate this influence. We do not, however, detect any direct association between the level of GP payments and target gains.     

Evidence on the role of holding company acquisitions in the management of bank capital

This article addresses the issue of the impact of bank acquisitions on the capital positions of acquired banks. The hypothesis tested is that acquisition-related capital changes reflect divergent capital-related acquisition motives which induce significant infusion of capital into some acquired banks and significant withdrawals from others.This study confirms that,on average, bank holding company acquisitions reduce the relative capital position of acquired banks, but it also indicates that this average effect masks evidence that acquisitions contribute to relative increases in capital in a significant subset of acquired banks. The results herein demonstrate that results of prior studies regarding the impact of acquisition and/or holding company affiliation on bank capital positions suffer from misspecification.The finding that there are divergent implications of acquisition for capital growth is consistent with the notion that acquisitions by bank holding companies may be providing important financial synergies to the banking industry by serving as a mechanism for relatively efficient reallocation of equity capital among affiliated banks.The authors wish to acknowledge helpful comments and suggestions of Harold Black, Tom Boehm, Ronnie Clayton, Stephen Rhoades, and anonymous referees.