企業跨國并購障礙分析-資料下載頁

　　

【正文】 is applying a specific set of skills or assets to produce or sell multiple products, thus generating more revenue.Financial Synergy (Lowering the Cost of Capital)Financial synergy refers to the impact of mergers and acquisitions on the cost of capital of the acquiring firm or newly formed firm resulting from a merger or acquisition. The cost of capital is the minimum return required by investors and lenders to induce them to buy a firm’s stock or to lend to the firm.In theory, the cost of capital could be reduced if the merged firms have cash flows that do not move up and down in tandem (., socalled coinsurance), realize financial economies of scale from lower securities issuance and transactions costs, or result in a better matching of investment opportunities with internally generated funds. Combining a firm that has excess cash flows with one whose internally generated cash flow is insufficient to fund its investment opportunities may also result in a lower cost of borrowing. A firm in a mature industry experiencing slowing growth may produce cash flows well in excess of available investment opportunities. Another firm in a highgrowth industry may not have enough cash to realize its investment opportunities. Reflecting their different growth rates and risk levels, the firm in the mature industry may have a lower cost of capital than the one in the highgrowth industry, and bining the two firms could lower the average cost of capital of the bined firms.DiversificationBuying firms outside a pany’s current primary lines of business is called diversification, and is typically justified in one of two ways. Diversification may create financial synergy that reduces the cost of capital, or it may allow a firm to shift its core product lines or markets into ones that have higher growth prospects, even ones that are unrelated to the firm’s current products or markets. The extent to which diversification is unrelated to an acquirer’s current lines of business can have significant implications for how effective management is in operating the bined firms.A firm facing slower growth in its current markets may be able to accelerate growth through related diversification by selling its current products in new markets that are somewhat unfamiliar and, therefore, mor risky. Such was the case when pharmaceutical giant Johnson amp。Johnson announced its ultimately unsuccessful takeover attempt of Guidant Corporation in late 2004. Jamp。J was seeking an entry point for its medical devices business in the fastgrowing market for implantable devices, in which it did not then participate. A firm may attempt to achieve higher growth rates by developing or acquiring new products with which it is relatively unfamiliar and then selling them in familiar and less risky current markets. Retailer JCPenney’s acquisition of the Eckerd Drugstore chain or Jamp。J’s $16 billion acquisition of Pfizer’s consumer health care products line in 2006 are two examples of related diversification. In each instance, the firm assumed additional risk, but less so than unrelated diversification if it had developed new products for sale in new markets. There is considerable evidence that investors do not benefit from unrelated diversification.Firms that operate in a number of largely unrelated industries, such as General Electric, are called conglomerates. The share prices of conglomerates often trade at a discount—as much as 10 to 15 percent—pared to shares of focused firms or to their value were they broken up. This discount is called the conglomerate discount or diversification discount. Investors often perceive panies diversified in unrelated areas (., those in different standard industrial classifications) as riskier because management has difficulty understanding these panies and often fails to provide full funding for the most attractive investment , outside investors may have a difficult time understanding how to value the various parts of highly diversified differ on whether the conglomerate discount is overstated.Still, although the evidence suggests that firms pursuing a more focused corporate strategy are likely to perform best, there are always exceptions.Strategic RealignmentThe strategic realignment theory suggests that firms use Mamp。As to make rapid adjustments to changes in their external environments. Although change can e from many different sources, this theory considers only changes in the regulatory environment and technological innovation—two factors that, over the past 20 years, have been major forces in creating new opportunities for growth, and threatening, or making obsolete, firms’ primary lines of business.Regulatory ChangeThose industries that have been subject to significant deregulation in recent years—financial services, health care, utilities, media, telemunications, defense—have been at the center of Mamp。A activity because deregulation breaks down artificial barriers and stimulates petition. During the first half of the 1990s, for instance, the . Department of Defense actively encouraged consolidation of the nation’s major defense contractors to improve their overall operating efficiency.Utilities now required in some states to sell power to petitors that can resell the power in the utility’s own marketplace respond with Mamp。As to achieve greater operating efficiency. Commercial banks that have moved beyond their historical role of accepting deposits and g ranting loans are merging with securities firms and insurance panies thanks to the Financial Services Modernization Act of 1999, which repealed legislation dating back to the Great Citicorp–Travelers merger a year earlier anticipated this change, and it is probable that their representatives were lobbying for the new legislation. The final chapter has yet t o be written: this trend toward huge financial services panies may yet be stymied by new regulation passed in 2010 in response to excessive risk taking.The telemunications industry offers a striking illustration. Histor