讲义第二部分--并购.ppt
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1、Merger and Acquisition并购,引言,M&As refer to 并购指 Traditional mergers and acquisitions传统的兼并和收购 Takeovers 接管 Corporate restructuring 公司重组 Corporate control公司控制 Changes in the ownership structure of firms 公司所有权结构的更替,影响兼并的因素,Technology技术 Globalization全球化 Deregulation放松管制 Efficiency of operations 运作效率 Chang
2、es in industry organization产业组织的变化 Entrepreneurship企业家 Economic and financial environment 经济、金融环境,术语,Merger兼并 Negotiated deals 经过协商的买卖 Mutuality of negotiations 磋商的互相关性 Mostly friendly 大部分是友好的 Tender offers股权收购 Offer made directly to the shareholders 直接由股东出价 Hostile when offer made without approval
3、of the board当出价没有经过董事会同意时会引起敌意 Restructuring changes to improve operations, policies, and strategies 重组提高运作效率、政策和战略的组织变化,兼并类型,Horizontal mergers 横向兼并 Combination between firms in same business activity 从事同样业务的公司之间的合并 Rationale 基本原理 Economies of scale and scope规模效应 Synergies such as combining of best
4、 practices合成效应 Government regulation due to potential anticompetitive effects 针对潜在垄断的政府管制 Vertical mergers纵向兼并 Combinations between firms at different stages 不同生产链的公司之间的合并 Rationale is information and transaction efficiency 基本原理是信息和交易效率 Conglomerate mergers 混和兼并 Combination of firms in unrelated typ
5、es of business activity从事不相关业务的公司之间的合并,历史上并购运动的共性,Periods of high economic growth 高经济成长 Favorable stock price levels and financial conditions 有利的股价和金融情况 Response to economic, technological, and regulatory changes对经济,技术 和法规变化的反应,Mainly horizontal mergers 主要是横向兼并 Major changes in economic infrastructu
6、re and production technologies Transcontinental railroad completion resulting in national economic markets 铁路 Use of electricity and increased use of coal and oil products 电的使用,1895-1904 并购运动,Motivating factors 激励因素 Economies of scale 规模效应 Merging for national markets 全国市场 Professional promoters and
7、 underwriters 专业的承销人,1895-1904 并购运动,Success due to “astute business leadership“ (Livermore, 1935) 成功 Rapid technological and managerial improvements 管理和科技的提高 Development of new products 新产品的开发 Entry into new subdivisions of industry 进入一个行业新的部份 Promotion of quality brand names 质量品牌 Commercial exploit
8、ation of research 研究的商业化,成功,Failure (Dewing, 1953) Failure to modernize plant and equipment Increase in overhead costs Lack of flexibility due to large size Inadequate supply of talent to manage large groups of plants,失败,End of first merger movement In 1901, merger activity began downturn as some co
9、mbinations failed to realize gains In 1903, economy went into recession In 1904, Supreme Court ruled against Northern Securities, establishing that mergers can be attacked by Section One of the Sherman Act,结束原因,Combinations in public utilities, banking, food processing, chemicals, mining 公共设施的合并 Mot
10、ivating factors Product-extension IBM, General Foods, Allied Chemical 产品的扩充 Market-extension food retailing, movie theaters, department stores 市场的扩充 Vertical mergers metals, mining, oil 纵向的会兼并,The 1922-1929 Merger Movement (the second movement),Facilitating developments Transportation motor vehicles
11、 made both buyers and sellers more mobile Communications national radio advertising facilitated product differentiation Merchandising mass distribution with low profit margins Increased vertical integration due to advantages from technological economies or from reliability of input supply End of sec
12、ond wave of merges with the onset of a severe economic slowdown in 1929,激励因素和结束原因,混业兼并:the 1960s,In 1967-68 when the merger activity peaked 横,纵向兼并下降到17% 产品的扩充类上升到 60% 市场的扩充 类可以忽略 混业兼并 上升到23%,Acquiring firm characteristics small to medium-sized, adopting diversification strategy outside traditional a
13、reas of interest Acquired firm characteristics small to medium-sized, operating in fragmented industries, or on periphery of major industries,并购双方特徵,Defensive diversification to avoid: Sales/profit instability Unfavorable growth prospects Adverse competitive shifts Technological obsolescence Increas
14、ed uncertainties in acquirers industry,激励因数,Examples: Aerospace industry wide fluctuations in market demand, large abrupt shifts in product mix, excess capacity aggravated by entry of firms from other industries Industrial machinery and auto parts sales instability Railway equipment, textiles, tobac
15、co, movie distribution low growth prospects,例子,Other motives Some mergers reflected personality of chief executive resulting in noncore acquisitions Some conglomerates were formed to imitate earlier conglomerates that appeared to have achieved high growth and high valuations Differential price/earni
16、ngs (P/E) game No sound conceptual basis source of sell-offs in later years Rise of management theory - “good managers can manage anything“,激励因数,End of conglomerate merger wave Antitrust laws Congress began to move against conglomerate firms in 1968 Suits filed by the Department of Justice arguing “
17、mutual forebearance“ Punitive tax laws Tax Reform Act of 1969 limited use of convertible debt to finance acquisitions EPS would have to be calculated on a fully diluted basis as if debt had been converted into common stock Declining stock prices,结束原因,交易的十年, 1981-1989 (the fourth movement),Motivating
18、 forces 经济和股市的上升Surge in the economy and stock market beginning in mid-1982 国际竟争的影响Impact of international competition on mature industries such as steel and auto 已多元化的企业被分拆Unwinding diversified firms 新的行业New industries as a result of new technologies and managerial innovations,Decade of big deals T
19、en largest transactions Exceeded $6 billion each Summed to $126.1 billion Top 10 deals reflected changes in the industry Five involved oil companies increased price instability resulting from OPEC actions Two involved drug mergers increased pressure to reduce drug prices Two involved tobacco compani
20、es diversified into food industry,大笔交易,Financial innovations 高回报的债券High yield bonds provided financing for aggressive acquisitions by raiders 金融性的买方Financial buyers 私有化Arranged going private transactions 买多元化企业的一部份Bought segments of diversified firms “Bustup acquisitions“ 分割的部份整体Buyers would seek fi
21、rms whose parts as separate entities were worth more than the whole 部份资产出售After acquisitions, segments would be divested 降低负债Proceeds of sales were used to reduce the debt incurred to finance the transaction,金融创新,恶性收购的防卫Rise of wide range of defensive measures as a result of increased hostile takeov
22、ers 结束原因End of fourth merger wave Government actions Highly publicized insider trading cases Passage of the Financial Institution Reform, Recovery, and Enforcement Act (FIRREA) in1989 Indictment of Michael Milken and bankruptcy of Drexel Burnham Development of powerful takeover defenses Economic rec
23、ession associated with Gulf War,激励因数和结束原因,战略性的合并, 1992-2000,Economic trends 海湾战争后经济复苏Economic recovery after Gulf War 股市的持续上扬创新高Continued rise in stock prices to new highs 垃圾债券市场的复苏Recovery of junk bond market as other investment banking firms moved in,Major driving forces 技术Technology Impact of com
24、puter and software applications Impact of microwave systems and fiber optics on telecommunications industry Impact of the Internet creation of new industries and firms, changes in the nature and forms of competitive relationships 全球化Globalization Technological developments in transportation and comm
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