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The Motive Behind Merger And Acquisition--加拿大Paper代写范文
2016-10-08 来源: 51Due教员组 类别: Paper范文
加拿大Paper代写范文:“The Motive Behind Merger And Acquisition”,这篇论文主要描述的是在现代商业的发展中,合并与收购已经成为了企业整合资源的主要方式,本文以印度的企业合并和收购的经济改革为例,讲述了这种并购方式对于印度经济发展的影响,在经济改革期间印度的大型金融机构也纷纷采取合并收购的方式来加快企业资源的整合,使企业朝着多样化的趋势发展。
Mergers and Acquisitions have gained substantial importance in today's corporate world. This process is extensively used for restructuring the business organizations. Some well known financial organizations also took the necessary initiatives to restructure the corporate sector of India by adopting the mergers and acquisitions policies. The Indian economic reform since 1991 has opened up a whole lot of challenges both in the domestic and international spheres. The increased competition in the global market has prompted the Indian companies to go for mergers and acquisitions as an important strategic choice. The trends of mergers and acquisitions in India have changed over the years. The immediate effects of the mergers and acquisitions have also been diverse across the various sectors of the Indian economy.
The Indian Economy has been growing at the fast rate and emerging as the most promising economy in the world. Be it in IT, R&D, pharmaceutical, infrastructure, energy, consumer retail, telecom, financial services, media, and hospitality etc, there has been a sign of promising boom in the Indian economy. It is the second fastest growing economy in the world with GDP touching 8.9 % in 2010. Investors, big companies, industrial houses view Indian market in a growing and proliferating phase, whereby returns on capital and the shareholder returns are high. Both the inbound and outbound mergers and acquisitions have increased dramatically. According to Investment bankers, Merger & Acquisition (M&A) deals in India will cross $100 billion this year, which is double last year’s level and quadruple of 2005.
India’s merger and acquisitions deal value in year 2010 reached almost US $50 billion which is three times of the deal value last year 2009. There were M&A deals worth about $16 billion in 2009, down from close to US $40 billion in 2008.
定义:——Definitions:
企业合并:——Mergers:
Mergers or amalgamation is combination of two or more companies to form as a single new company. In this process no fresh investment is made, however an exchange of shares takes place between the entities. In simple terms, a merger involves the mutual decision of two companies to combine and become one entity. Generally, merger is done between the two entities having similar size.
企业合并的多样性——Varieties of Mergers
Mergers can be of various types. But there are 5 main mergers varieties which are valued most in the corporate world.
Horizontal merger - Two companies that are in direct competition and share the same product lines and markets.
Vertical merger – Two companies which are in the Value Chain.
Market-extension merger - Two companies having same product but different target market.
Product-extension merger - Two companies selling different but related products in the same market.
Conglomeration - Two companies with unrelated business/ industry.
收购——Acquisitions
Acquisition means buying the ownership of one company by another company, often as the part of the growth strategy. Unlike in merger, acquisition is generally done by a large company to a small one. Acquisitions can be either friendly or hostile. Like mergers, acquisitions are actions through which companies seek economies of scale, efficiencies and enhanced market visibility. Acquisition is done either in cash or acquiring the stock of the target company or both.
合并和收购之间的区别——Distinction between Mergers and Acquisitions
Mergers and Acquisitions are often uttered as one and the same and considered to have the same meaning. But the terms merger and acquisition are two different term meaning.
When one company takes over another independent company and clearly established itself as the new owner, the purchase is called an acquisition. From a legal point of view, the target company ceases to exist and the buyer or the acquirer possesses the full control of the business and the buyer's stock continues to be traded, then it is acquisition.
Regardless of the type of the strategic alliance they all have one purpose in common. They are all meant to create synergy that makes the value of the combined companies greater than the sum of the two parts.
协同效应——Synergy
Synergy is the force that is obtained when two or more components meet together to produces an exceptional result which when done solely cannot be achieved. In a business synergy takes the form of enhanced performance, increased profitability and exceptional cost reduction. By merging, the companies hope to benefit from the following:
裁员——Staff reductions
规模经济——Economies of scale
获得新技术——Acquiring new technology
扩大市场范围和行业知名度——Improved market reach and industry visibility
研究的重要性——Importance of the study
When a company wants to expand, there are various ways its can do. They can achieve the growth either by capturing the market share or by growing through strategic alliances. The main objective of the merger or acquisition is to achieve growth and synergy, economies of scale and capture or expand the market share.
Buzz of merger and acquisition often creates hype in the financial market about the acquirer’s stock price. While most empirical research on merger focus on daily stock return surrounding announcement date, a few studies also look at long term performance of term performance of acquiring firm after merger. [1] Not only that, the performance of the company as a whole is also a matter of question mark. Will the company be able to perform better than it is doing or not?
问题陈述——Problem Statement
Many firm prior to merger and acquisition have an expectation to create a synergy from merger and acquisition. The main motive behind M&A is to create efficiencies in the business and expansion of the business. But they most of the time ignore the fact that the effect of merger and acquisition has direct correlation with the value of the acquirers company and the stock price. The other problem that is to be considered is the financial risk associated with the M&A.
研究目标——Research Objective
The objective of this study is to gain the deeper and clear knowledge of the merger and acquisition on the acquiring firm. It also aims at the financial risk that a company may face post merger/ acquisition asa well as the long term performance of the acquirer. The objectives are as follows:
To examine the effect of EPS myopia on the return of acquiring firms in mergers.
Evaluate the effect on the stock price of the acquiring company post merger and acquisition.
Critically evaluating if the shareholders of the acquiring companies experience wealth effect as a result of M&A.
The expected long term performance of the acquiring firm.
Study of the financial risk pertaining to the merger and acquisition.
研究问题——Research Question
What is the motive behind Merger and Acquisition?
What is the effect on the stock price of the acquirer pre and post M&A?
Does the buzz create the bubble effect on the market or is it long lasting?
What is the wealth effect of the acquirer firm post and pre M&A?
What is the trend of M&A in Indian market?
(i) in the production, supply, distribution or control of any goods that are produced, supplied, distributed or controlled in India or any substantial part thereof by that dominant undertaking, or
(ii) in the provision or control of any services that are rendered in India or any substantial part thereof by that dominant undertaking; or
(b) would be, as a result of such acquisition or transfer of shares or share capital, the owner of a dominant undertaking; or
(c) is, in case of transfer of shares or share capital, the owner in relation to a dominant undertaking.
The SEBI Takeover Code brought in several new features into acquisition law which were not present in Clause 40A and 40B. The basic theme of the code is to provide for fair play and transparency in acquisition and takeover but at the same time to ensure that they are not stifled into extinction.
2.2 并购的分化 ——2.2 Differentiation of Merger and Acquisition
In general Mergers and Acquisitions are used interchangeably, but they have a subtle differentiation in there meaning. Weston and Copeland (1992) distinguished merger and acquisition: merger as a transaction between more or less equal partners, while acquisitions are used to denote a transaction where a substantially bigger firm takes over a smaller firm. Their basis of distinguish was the size. But there are other factors apart from size that denotes the differences between merger and acquisition.
Asquith & Mullins (1986) define mergers and acquisitions on basis of share distribution. When two firms merge, shares of both are surrendered and new shares in name of the new firm will be issued. Unlike in merger, shares of the acquiring firm are not surrendered but traded in the market prior to the acquisition and continue to be traded by the public after the acquisition. The shares of the target firm cease to exist publicly.
并购背后的动机——Motives behind Merger and Acquisition
There are three major motives for the mergers and takeovers: Synergy, Agency, Hubris
Synergy motive means that the sum total return/value from the integration of two or more companies should be greater than that from the individual company. Elazar Berkovitch (1993) suggests that the takeovers occur because of economic gains that results by merging the resources of the two firms. They even concluded that total gains from M&A are always positive and thus can say that synergy appears.
The agency motive suggests that takeovers occur because they enhance the acquirer management’s welfare at the expense of acquirer shareholders.
Elazar Berkovitch and M. P. Narayanan (1993) suggested three major motives for mergers and acquisitions: synergy, agency and hubris. The synergy motive suggests that the takeovers occur because of economic gains that results by merging the resources of the two firms. The agency motive suggests that takeovers occur because they enhance the acquirer management’s welfare at the expense of acquirer shareholders. The hubris hypothesis suggests that managers make mistakes in evaluating target firms, and engaged in acquisitions even when there is no synergy.
Khemani (1991) states that there are multiple reasons, motives, economic forces and institutional factors that can be taken together or in isolation, which influence corporate decisions to engage in M&As. It can be assumed that these reasons and motivations have enhanced corporate profitability as the ultimate, long-term objective. It seems reasonable to assume that, even if this is not always the case, the ultimate concern of corporate managers who make acquisitions, regardless of their motives at the outset, is increasing long-term profit. However, this is affected by so many other factors that it can become very difficult to make isolated statistical measurements of the effect of M&A’s on profit.
The "free cash flow" theory developed by Jensen (1988) provides a good example of intermediate objectives that can lead to greater profitability in the long run. This theory assumes that corporate shareholders do not necessarily share the same objectives as the managers. The conflicts between these differing objectives may well intensify when corporations are profitable enough to generate "free cash flow," i.e., profit that cannot be profitably re-invested in the corporations. Under these circumstances, the corporations may decide to make acquisitions in order to use these liquidities. It is therefore higher debt levels that induce managers to take new measures to increase the efficiency of corporate operations. According to Jensen, long-term profit comes from the re-organization and restructuring made necessary by takeovers.
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