行为公司金融视角下现阶段中国企业跨国并购案例对比分析及建议

发布时间：2018-04-28 08:41

本文选题：跨国并购 + 行为公司金融学　；参考：《西南财经大学》2016年硕士论文

【摘要】：改革开放以来,中国经济飞速发展,造就了一批国内企业巨头。在宏观经济发展的同时,从企业层面来看,企业产能过剩、产品的国内市场占有率无法进一步提高等问题凸显。2014、2015年来,中国经济增速放缓,迎来转型期。如何度过转型期,这既是国家经济的问题,也是微观层面企业发展的问题。近几年,越来越多中国各行业的知名企业,尤其制造业企业,面临两难境地：产品的国内市场占有率,己达较高水平且持续多年,在高达30%至40%的市场占有率上稳步不前。逆水行舟,不进则退。企业从国内单一制造业想要继续发展,做大做强,要从横向与纵向进行发展,无非是先横向再纵向,或是先纵向再横向的发展。企业的横向发展战略大体有两种选择,要么加大投入,继续深耕国内市场；要么冲破地理边界,通过去国外开公司自我成长或并购已有国外知名公司,走出国门。由于在国内市场的多年经营,品牌效应稳定,客户品牌忠诚度已形成,继续深耕国内市场的选择,投入产出比极低。走出国门已经成为联想、TCL、海尔等中国各个领域的中流砥柱企业的必然选择。中国企业在海外开子公司,自我成长,寻求认可,这条路可谓筚路蓝缕,因为国产品牌在中国比较出名,在国外还不为人所认可,去外国开店,就像是在当地重新创业,获得认可。速度之慢,拓展市场之难,令人望而生畏。所以,中国优秀的大企业要想走出国门,成为世界型企业,跨国并购可以说是必由之路。风险虽大,为谋求企业发展壮大,也必须做出这样的抉择。因此,自1993年起,中国企业开始走向了并购之路。尤其在2001年中国加入WTO后,中国企业逐渐掀起了一轮跨国并购热潮。自2005年至2015年,中国共发生了3066起跨国并购交易,累计披露并购金额高达6665亿美元。自2012年以来的最近三年,中国企业对外投资的增长速度都在10%以上,据估计,未来几年中国的国际并购交易增速,将会保持高增长态势。中国企业跨国并购交易额已大于中国企业在国内的并购交易额。并且,中国企业跨国并购的目标行业,已经由最初的制造业,向行业多元化发展。它山之石,可以攻玉。由于我国企业跨国并购历史尚浅,相关并购经验不足。要想进行成功的跨国并购,需要借鉴他国经验,而中国企业跨国并购,尤其是并购西方企业,所遭遇最大困难是文化隔阂。本文不禁将目光转向其他东方发达国家的跨国并购案例,以求从中得到成功经验或失败教训。以史为鉴,可以知兴替。上世纪80年代,日本经济发展风头正劲,而美国经济连年下滑,萎靡不振,日本一举奠定世界第二大经济体的地位。当时的日本企业面临的宏观经济背景与现在的中国企业十分类似。1989年,在日本“经营之圣”盛田昭夫的主导下,日本的电子业巨头索尼公司并购哥伦比亚电影公司。索尼公司的这次并购,既横向发展,打开了国外市场,也得到了纵向发展,使索尼成功进军影视娱乐领域,可谓一举两得、深谋远虑。现阶段中国的联想集团、恒大集团等企业现在也在进军金融、农业等其他领域,以求实现纵向与横向发展。对于九十年代日本企业的跨国并购潮中的成败经验的学习,是十分必要的。本文选取两家中国企业的跨国并购案例,一件较为成功,一件较为失败,以及日本索尼公司的并购案,进行对比分析。所选的三件并购案均已发生超过十年,其并购成败应是已成定论。通过不同角度对这三件案例进行对比分析,有助于我们从中找到相同点、不同点,吸取经验教训,更好的为来者服务。而行为公司金融学角度的选取,是为从不同的角度对所选案例进行分析,以往文献大多从传统公司金融角度来分析跨国并购案。本文希望有所创新,从行为公司金融与跨国并购相关的几个角度,对所选案例进行重新审视与分析,期望能够从中得到些许经验教训。以飨来者。本文共分为五个部分。第一部分为绪论；第二部分为案例介绍；第三部分为案例分析,从宏观PEST分析说明其宏观背景相似程度,用会计法分析短期并购绩效,用案例法分析其中长期并购绩效；第四部分为案例分析——行为公司金融学角度,先通过对公司并购前后股价收益率进行回归分析,考察是否出现并购中“赢家的诅咒”现象,后通过对管理者“过度自信”程度进行赋值分析,分析其是否出现管理者的“过度自信”现象,结合并购案例成败与并购过程给出分析。第五部分为总结与建议。本文主要结论与建议如下：(1)根据PEST分析法,现阶段我国企业实施跨国并购,所面临的宏观经济背景与八九十年代的日本企业十分类似。现阶段我国企业实施跨国并购,可以多参考日本企业在八九十年代的跨国并购潮,从文化融合策略、并购思路等角度,吸取日本企业当时的经验教训。(2)用会计指标考察并购绩效来看,跨国并购在初期因其大量的资金投入,会造成短期企业盈利能力、营运能力、增长能力等的下降；但长期来看,好的并购决策会使企业的盈利能力、营运能力等发生反弹,而后高于并购之前,达到并购预期目标;而差的并购决策会使企业盈利能力等受损多年。(3)长期来看,本文研究的三家目标企业,联想集团完成了既定并购目标,造就了世界级PC品牌；索尼公司完成了既定并购目标,在打开国际市场的同时,完成了企业的战略扩张；TCL集团因战略决策失误及其对并购的困难估计不足,没有完成既定并购目标。而并购后的文化整合和人事变动问题至关重要,企业应着力于这两点,进行并购后企业整合与融合。(4)从行为公司金融学角度看,本文所研究的三家公司的并购交易均存在较为明显的“赢家的诅咒”现象。虽然东方企业巨头因其资金量雄厚,获得了并购案的胜利,但因其出价较高,付出了大量的超额溢价,并购后常常隐藏着巨大的经营风险。在跨国并购这场博弈之中,来自东方的并购方有较大的信息劣势,并购发起方要尽量做到知己知彼,好好谈判“还价”,并且更应明确并购主要目的,明白高价花在了哪里,好好利用被并购企业的价值,比如品牌价值或行业地位等,与自身优势紧密结合,创造出新的利润点。(5)从行为公司金融学角度看,基于对管理层“过度自信”情况的指标评分。可以看出并购前TCL集团管理层,尤其其CEO,有较强的“过度自信”倾向。而其跨国并购案也以失败告终。根据以往研究文献可知,过度自信的管理层与并购失败呈正相关关系。企业管理层应着力避免这样的问题。(6)关于索尼公司并购哥伦比亚电影公司的案例。企业从国内单一制造业想要继续发展,做大做强,要从横向及纵向进行发展,无非是先横向再纵向,或是先纵向再横向发展。索尼公司的这次并购,既横向发展打开了国外市场,也得到了纵向发展,进军了视听娱乐领域,通过视听娱乐领域的市场地位,带动其电子产品的销售。这桩并购案可谓一举两得、深谋远虑。而现阶段中国的联想集团、恒大集团等企业现在也在进军金融、农业等其他领域,学习索尼,通过跨国并购之路进行横向发展的同时又获得纵向发展不失为一种好的思路。跨国并购,道阻且长。希望本文的些许建议可以给予后来的中国企业些许帮助。
[Abstract]:Since the reform and opening up, China's economy has developed rapidly and has created a number of domestic enterprise giants. At the same time, in the macro economic development, from the enterprise level, the excess capacity of enterprises, the domestic market share of the products can not be further improved in.20142015 years, the economic growth of China has slowed down, and the transition period is ushered in. This is how to spend the transition period. In recent years, more and more well-known enterprises in various industries in China, especially manufacturing enterprises, are facing a dilemma: the domestic market share of products has reached a high level and has lasted for many years, and the market share of up to 30% to 40% is steady. The enterprise's horizontal development strategy is not only the horizontal and vertical development, but also the vertical and horizontal development first. The horizontal development strategy of the enterprise has two choices, either increase investment, continue to plough the domestic market, or break through the geographical border, through Foreign companies have developed or acquired foreign well-known companies. Because of their years of operation in the domestic market, the brand effect is stable, customer brand loyalty has formed, and the choice of the domestic market continues to be ploughed, the input and output ratio is very low. The country has become the mainstay of China's TCL, Haier and other fields. The inevitable choice of the industry is that Chinese enterprises open up their subsidiaries abroad, grow up and seek recognition, this is the road to which the domestic brands are more famous in China, are not recognized abroad, and go to foreign stores, as if they are to start a business in the local area and get recognized. The speed is slow and the market is difficult to expand. So, it is daunting. So, it is daunting. So, it is daunting to expand the market. China's outstanding large enterprises want to go out of the country and become a world type enterprise. Transnational mergers and acquisitions can be said to be the only way. Although the risk is big, it is necessary to make such a choice for the development of enterprises. Therefore, since 1993, Chinese enterprises began to move towards the way of merger and acquisition. Especially after China joined the WTO in 2001, Chinese enterprises have gradually set off one. From 2005 to 2015, there were 3066 transnational mergers and acquisitions in China. The total amount of mergers and acquisitions was up to $666 billion 500 million. In the last three years since 2012, the growth rate of foreign investment in Chinese enterprises was over 10%. It is estimated that the growth rate of China's international merger and acquisition will remain high in the next few years. The amount of transnational merger and acquisition of Chinese enterprises is more than the amount of merger and acquisition in China. Moreover, the target industry of Chinese enterprises' transnational merger and acquisition has been developed from the original manufacturing industry to the industry. Transnational mergers and acquisitions need to learn from the experience of other countries, and the biggest difficulty of Chinese enterprises in transnational mergers and acquisitions, especially in the merger and acquisition of western enterprises, is cultural estrangement. This article can not help but turn to the transnational merger and acquisition cases of other developed countries in order to get successful experience or lose the lesson. In the 80s of the last century, we can know the rise and fall. Japan's economic development is strong, and the US economy has fallen and slumped. Japan has laid the position of the world's second largest economy in one move. The macro economic background of Japanese enterprises at that time was similar to the current Chinese enterprises in.1989 years. Under the leadership of "Saint" Akio Morita, Japan's electronics giant, Colombia Pictures Inc merger and acquisition of Colombia Pictures Inc. The Sony Corp's merger, both horizontal development, open the foreign market, also got the vertical development, made SONY successful into the film and television entertainment field, can be described as one stone and one stone. At the present stage, China's Lenovo Group, Hengda group and other enterprises are now also marching into finance, agriculture and other leaders. In order to achieve vertical and horizontal development, it is necessary to study the success or failure of the Japanese enterprises in the tide of cross-border mergers and acquisitions in 90s. This article selects two cases of transnational mergers and acquisitions of two Chinese enterprises, a more successful, a more failure, and the case of the merger and acquisition of the Sony Corp in Japan. Three selected cases are selected and The purchase case has been over ten years, and the success or failure of the merger and acquisition should be a conclusion. The comparison and analysis of the three cases through different angles will help us find the same points, different points, draw lessons from the experience, and serve the visitors better. Analysis, most of the previous literature from the traditional corporate finance angle of analysis of transnational mergers and acquisitions. This paper hopes to be innovative, from the perspective of behavioral company finance and transnational mergers and acquisitions, the selected cases are re examined and analyzed, hoping to get some experience and lessons. This article is divided into five parts. The first part is Introduction; the second part is a case introduction; the third part is a case analysis, from the macro PEST analysis to illustrate the degree of its macro background, the analysis of the performance of short-term mergers and acquisitions by the accounting method, and the case analysis of the long-term merger and acquisition performance; the fourth part is the case analysis - the behavior company finance angle, first through the stock price before and after the merger and acquisition of the company. Return analysis is used to analyze the phenomenon of "winner's Curse" in merger and acquisition. After analyzing the degree of "overconfidence" of managers, it analyzes the phenomenon of "overconfidence" of managers, analyses the success or failure of M & A cases and the process of merger and acquisition. The fifth part is the summary and suggestion. The following conclusions and suggestions are as follows: (1) according to the PEST analysis, the macro economic background of Chinese enterprises at the present stage is similar to that of the Japanese enterprises in 80s and 90s. At the present stage, the implementation of transnational mergers and acquisitions in China can refer to the transnational merger and acquisition tide of Japanese enterprises in 80s and 90s, from the cultural integration strategy and the merger and acquisition. Thinking and so on, absorb the experience and lessons of the Japanese enterprises at that time. (2) to see the performance of mergers and acquisitions by accounting indicators, in the early stages of cross-border mergers and acquisitions, because of its large amount of capital investment, it will result in the decline of short-term enterprise profitability, operation ability, growth ability and so on. But in the long run, good merger and acquisition decision will make the enterprise's profitability, operation ability and so on. In the long run, the three target enterprises studied in this paper have completed the established M & A targets and created the world-class PC brand, and the Sony Corp completed the established M & a target and opened the international market. At the same time, the market has completed the strategic expansion of the enterprise; TCL group has not completed the target of M & A due to the failure of strategic decision and the difficulty of merger and acquisition. And the cultural integration and personnel changes after merger and acquisition are very important. Enterprises should focus on these two points, carry on and integrate after buying and buying enterprises. (4) from the behavior company finance From the point of view, there is a more obvious "Curse of winners" in the merger and acquisition transactions of the three companies studied in this paper. Although the Oriental giant has gained the victory of M & A because of its abundant capital, it has paid a lot of excess premium because of its high bid, and it often conceals huge business risk after the merger and acquisition. In this game, the M & a party from the East has a large information disadvantage, and the sponsors should try to know their own interests and negotiate "counter-price", and should make clear the main purpose of the merger and acquisition, understand where the high prices are spent, and make good use of the value of the merged enterprises, such as brand value or industry status, and close their own advantages. New profit points are created. (5) from the perspective of behavioral company finance, based on the index of "overconfidence" in the management level, it can be seen that the management layer of TCL group before M & A, especially its CEO, has a strong "overconfidence" tendency. The management layer is positively related to the failure of the merger and acquisition. The enterprise management should try to avoid such problems. (6) the case of the Sony Corp merger and acquisition of Colombia Pictures Inc. The enterprise from the domestic single manufacturing industry wants to continue to develop and grow stronger and stronger from horizontal and vertical. To develop, the merger and acquisition of Sony Corp has opened the foreign market in horizontal development, and has also developed vertically, marched into the field of audio-visual entertainment and promoted the sale of electronic products through the market position of audio-visual entertainment. It is also a good idea to learn SONY in other fields such as finance, agriculture and other fields, learning through cross border mergers and acquisitions, while cross border mergers and acquisitions.

【学位授予单位】：西南财经大学
【学位级别】：硕士
【学位授予年份】：2016
【分类号】：F271;F279.2

【参考文献】