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中国企业的跨国并购:战略动因与绩效分析外文文献翻译最新译文

中国企业的跨国并购:战略动因与绩效分析外文文献翻译最新译文
中国企业的跨国并购:战略动因与绩效分析外文文献翻译最新译文

文献出处:Boateng A, Qian W, Tianle Y. Cross‐border M&As by Chinese firms: An analysis of strategic motives and performance [J]. Thunderbird International Business Review, 2008, 50(4): 259-270.

原文

Cross-Border M&As by Chinese Firms: An Analysis of Strategic

Motives and Performance

Agyenim Boateng,Wang Qian,Yang Tianle

Introduction

One of the most notable developments in China over the past two decades has been the vigorous pursuit of market oriented reforms aimed at enhancing the competitiveness of Chinese firm s’ worldwide. The Chinese economic reform policies actively encourage Chinese firms to engage in outward foreign investments rather than only attracting inward foreign investments into China. As a result, the number of Chinese firms engaged in the outward cross-border merger & acquisition (CBM&A) activities is on ascendancy over the recent years. It has been reported that, over the January 2000 –December 2004 period, there were 27 outward merger & acquisition deals involving Chinese listed companies, with 11 and 16 cases taking place in Shanghai and Shenzhen stock markets respectively. Anecdotal evidence suggests that the actual CBM&A deals by Chinese firms in this period were more than the reported 27 deals however, as many of them were unlisted companies, the related data are not available.

It is pertinent to note that, there is a huge difference between CBM&A flows from developing countries to developed countries and those from developed countries to developing countries. For example, CBM&A activities involving firms from a developed country are likely to possess monopolistic and internalization advantages compared with the firms from a developing country. While firms from developed countries may be motivated to engage in CBM&As to exploit their own resources abroad, firms from developing countries may cross border to invest in order to explore

or seek ano ther country?s resources. It follows that, the M&As involving firms from emerging economy such as China to developed countries may be motivated to obtain intangible assets and resources which they do not have themselves. These assets include superior marketing skills, product differentiation, patent-protected technology, superior managerial know-how and economies of scale. It is thus argued that companies attempt to improve their core competences and fill in the strategic gap by CBM&A activities. Vermeulen and Barkema (2001) found that although the initial costs of CBM&A may be relatively high, the enterprises could expand their knowledge and improve the competitive advantage of the organization. In the long run, mergers and acquisitions may be an important vehicle to build capacity and improve organisational performance of the firm.

Given the important role played CBM&As, it is surprising that no study has been carried out on the motives and performance of the corporate M&As by Chinese firms in foreign countries. It is also important to point out that most of the empirical studies on CBM&A focus on the activities from developed to developing countries or to other developed countries. Relatively little attention has been given to CBM&As from developing countries to developed countries. It is therefore difficult to generalise the applicability of the conclusions drawn in the context of advanced market economies to the CBM&As conducted by firms in the Chinese emerging capitalist economy. This ought to be investigated. The purpose of this study is to examine the strategic motives and performance of CBM&A activities undertaken by Chinese firms using event study methodology. We examine this issue by focusing on what motivates Chinese companies to engage in cross-border M&As and the extent to which recent corporate acquisitions announced by Chinese companies have resulted in a generation of value for the acquirer.

The rest of the paper is set out as follows: The next section reviews the literature relating to motives of cross-border mergers and acquisitions and value creation for acquirers. Following that is the methodology for the study. The fourth section presents the results and discussion. A summary and conclusions are in the last section. Literature Review

There is an extensive literature on the motives and effects of mergers and acquisitions (M&As) and the market for corporate control for value creation (see Trautwein, 1990; Conn, Cost, Guest and Hughes, 2001; Campa and Hernando, 2004; Aw and Chatterjee, 2004 Gregory and McCorriston, 2005; Moeller and Schlingemann, 2005; and Francoeur, 2005). We review the extant literature focusing specifically on motivation for CBM&As and the evidence accumulated through event studies approach on the returns to shareholders of the acquirer firms.

Motivation for Cross-border M&As

Over the past two decades CBM&As have been a popular strategy for firms and constitute an important mode of entry into foreign markets (See UNCTAD, 2000). Official statistics from UNCTAD (2000) suggested that the share of CBM&As as a percentage of FDI flows rose from 52% in 1987 to 88% in 2000. Although, CBM&As activities as a share of foreign direct investment (FDI) fell to 55% in 2004, the total number of global M&As has been increasing at a rapid rate in recent times. For example, the Financial Times (2007) reported a huge rise in global volume of mergers and acquisition to about $1,130 billion in the first three months in 2007 and this provides a clear indication that mergers and acquisitions remain popular. A number of researchers attribute the phenomenal growth in CBM&As to increasing globalization of business, industry consolidation, privatization, and the liberalization of economies (Shimizu, Hitt, Vaidyanath and Pissano, 2004). Despite this, a study by KPMG (1997/1998) found that only 17% of CBM&As created value for shareholders compared with 53% destroying it. What then motivates firms into engaging in CBM&As? Prominent among the motives found in the extant literature include: Access and Acquisition of Resources and Technology

A number of studies have examined the motivation for CBM&As from the resource-based view (RBV) (see Baum and Oliver, 1991; Hennart, 1991; Eisenhardt and Schoonhoven, 1996; Madhok, 1997) and organizational learning perspectives (Barkema and Vermeulen, 1998; Vermeulen and Barkema, 2001). These studies suggest that CBM&As are motivated by an opportunity to acquire new capabilities and learn new knowledge. Thus as Ohmae, (1989: 145) argues: ―today?s products rely

on so many different critical technologies that most companies can no longer maintain cutting edge sophistication in all of them‖. Therefore, tapping external sources of know-how becomes an imperative. Acquisition of existing foreign business allows the acquirer to obtain resources such as patent protected technology, superior managerial and marketing skills, and overcome special government regulation that create a barrier to entry for other firms (Errunza and Senbet, 1981). Shimizu et al. (2004) endorses this view by suggesting that firms may engage in M&As in order to exploit intangible assets. This line of reasoning is consistent with Caves (1990) who argues that acquisition of foreign competitor enables the acquirer to bring under its control a more diverse stock of specific assets and can therefore seize more opportunities. Schimizu et al (2004) suggest that cross border M&As may also be initiated to internalize an acquirer’s intangible assets to reduce or avoid transaction costs. This view is consistent with the internalization theory which suggests that firms with intangible assets should invest across the border in order to avoid the costly market mechanism of transferring those assets (Buckley and Casson, 1976, Buckley and Cater, 1999). In short, CBM&As may be motivated through the internalization of theacquirer’s various intangible assets. Conversely, the acquirer can also use the target’s intangible assets by the way of reverse internalization. Internalization and reverse internalization can help acquirers to avoid any misappropriation of intangible assets and reduce transaction costs. Seth, Song and Pettit (2000, 2002), Cheng and Chan (1995), Eun, Kolodny and Scheraga (1996), Morck and Yeung (1992) and Markides and Ittner (1994) studies have rendered support for internalization and reverse internalization as motives for CBM&As.

Diversification

Diversification –a well documented strategy for expansion of firm has been suggested as one of the dominant reasons for CBM&As (Seth, 1990; Trautwein, 1990; Shleifer and Vishny, 1992; Markides and Ittner, 1994; Denis, Denis and Yost, 2002). It is argued that international acquisitions do not only provide access to important resources but also allow firms an opportunity to reduce the costs and risks of entering into new foreign markets (Porter and Fuller, 1986; Boateng and Glaister, 2003). Seth

(1990) reported that the desire to reduce risks both operational and financial risks through geographical market diversification are a source of value in cross-border acquisitions but not domestic acquisitions. For example, the sources of value such as those associated with exchange rate differences, market power conferred by international scope, ability to arbitrage tax regimes are unique to international mergers (Manzon, Sharp and Travlos, 1994; Morck and Yeung, 1992; and Seth, Song and Pettit, 2000; 2002). Moreover, as economic activities in different countries are less than perfectly correlated, portfolio diversification across boundaries should reduce earnings volatility and improve investo rs’ risk-return opportunities. A numbers of studies including Erruza, 1977; Lessard, 1973, Logue, 1982 and Davis, 1991 have rendered support for risk reduction through portfolio diversification argument. It therefore follows that firms may engage in CBM&As primarily to reduce risk through diversification.

To Facilitate Faster Entry into Foreign Market

Martin, Swaminathan and Mitchel (1998) have suggested that CBM&As can be used to access new and lucrative markets as well as expanding the market for a firm’s current goods. Similar conclusions have been drawn by Datta and Puia (1995) who stated that CBM&As activity provides the opportunity for instant access to a market with established sales volume. UNCTAD (2000) also indicated that cross-border mergers provide the fastest means for international expansion. Kogut and Singh, 1988; Barkema et al., 1998, Boateng and Glaister, 2003 argued that it is expensive, difficult and time consuming to build up a global organisation and a competitive presence due to issues such as differences in culture, liability of foreignness, different business practices and institutional constraints. CBM&As offer significant time saving in this respect. For example, CBM&As allow an immediate access to a local network of suppliers, marketing channels, clients and other skills.

Efficiency theory

A number of scholars including Friedman and Gibson (1988); Bradley, Desai and Kim (1988); Trautwein (1990) argue that firms engage in mergers to achieve synergies. Synergies stem from combining operations and activities such as marketing,

research and development, procurement and other cost components, which were, hitherto performed by separate firms. Synergy is a broad concept which encompasses different sources of value gains including economies of scale and scope, increasing market share and power, taking advantage of tax and exchange rate differentials between countries. For example, it is argued that by combining operations and activities, mergers can increase firm's capacity and provide an opportunity to reduce costs through economies of large-scale production, pooling resources to produce a superior product and generate a large market share and long-run profitability (Trautwein, 1990, Doukas and Travlos, 1988, Ghauri and Buckley, 2003). Similarly, synergy in CBM&As can also be created by taking advantage of exchange rate differential (Kish and Vasconcellos, 1993) and tax differential between the host and home countries (Servaes and Zenner, 1994). McCann (2001) suggests that lower tax rate will attract inward acquisitions and higher tax rate in a country will inspire outward acquisitions to avoid the damage of domestic higher tax rate. The role of tax rate differential as a motive of CBM&As has also been supported by Froot and Stein (1991), Manzon, Sharp and Travlos (1994), Servaes and Zenner (1994), and Goergen and Renneboog (2004).

Cross border M&As and Acquirers’ Performance

The theory behind the positive returns from CBM&As is premised on the assumption that firms engaged in cross border transactions in foreign markets to exploit the firms’ specific resources to take advantage of market imperfections (Buckley and Casson, 1976; Morck and Yeung, 1992. In other words, prior literature suggests that CBM&As provide integration benefits of internalization, synergy, risk diversification and consequently create wealth for the acquirer-firm shareholders (Kang, 1993; Markides and Ittner, 1994).

The evidence on returns to the acquiring firm shareholders is evenly distributed between studies that report negative cumulative abnormal returns and slightly positive cumulative abnormal returns. For example, a review study carried out by Bruner (2002) reported that out of the 44 studies he surveyed 24 reported positive returns with 20 reporting negative returns for the acquiring firms. This finding is consistent

with the conclusion drawn by Campa and Hernando (2004) who pointed out that the returns to the acquirer firm is less conclusive. A number of studies have reported positive performance indicating that CBM&As actually create value for the bidding firms’ shareholders. For example Morck and Yeung (1992), Markides and Ittner (1994), Manzon, Sharp and Travlos (1994), Doukas (1995), Cakici, Hassel and Tandon (1996), Markides and Oyon (1998), Black, Carnes and Jandik (2001), Kiymaz and Mukherjee (2001), Gleason, Gregory and Wiggins (2002), Kiymaz (2003) and Block (2005) have reported significant bidder return in case of US bidders acquiring foreign target firms. All of the above studies have found significant positive abnormal returns for bidding firms ranging from 0.29% to 1.96% for event windows varying between ten days before and after the announcement date.

Beside the studies that show positive performance of bidding firms, there are other studies that show negative returns for the bidding firms. For example, using market model Mathur, Rangan, Chhachhi and Sundaram (1994) and Datta and Puia (1995) reported significant negative performance for bidders. Using both index model and market model, Danbolt (1995) analysed bidders from different countries that acquired UK firms and reported that acquirers earn significant negative abnormal returns for event window -8 to +5 months. Eun, Kolodny and Scheraga (1996) examined acquiring firm return by using mean adjusted return model. Their study finds that the foreign acquirers of US targets earn statistically significant negative abnormal returns of -1.20% for an event window of -5 days to +5 days for the total sample. Moreover, using market adjusted return model and market model, Aw and Chatterjee (2004) reported that UK bidders earn significant negative abnormal returns of -4.46% and -8.07% in six months and twelve months after the acquisition respectively. In addition to positive and negative announcement performance of bidding firms, there are several other studies that have reported insignificant bidder returns for the overall sample at or around the announcement time of CBM&A (Doukas and Travlos, 1988; Fatemi and Furtado, 1988; Mathur, Chhachhi and Sundaram, 1989; Servaes and Zenner, 1994; Danbolt, 1995; Yook and McCabe, 1996;

Kiymaz and Mukherjee, 2000; Eckbo and Thorburn, 2000; Seth, Song and Pettit, 2000; Campa and Hernando, 2004; and Gregory and McCorriston, 2005).

Summary and Conclusions

This paper examines the motivation and performance of 27 cross-border acquisitions by Chinese firms over the 2000-2005. The study represents the first attempt to examine wealth gains of acquiring firms in China and provides new findings in an under-research geographical region. First, this paper identifies the main motives that influence cross border mergers and acquisitions formation by Chinese firms in foreign markets. The study finds that takeovers by Chinese firms’ abroad are not motivated by a single reason but by a set of multiple motives. The motives include: to facilitate international expansion and diversification?and ―to acquire strategic assets’ including technology, research and development capabilities and other management know-how. This suggests that the motivation for M&As by Chinese firms appears to be intrinsically linked to market development and power and strategic knowledge sourcing. CBM&As by Chinese firms are seen primarily as a means of faster entry into new markets and increase market share thereby gaining the benefits of internalization, synergy and risk reduction through diversification. This study tends to provide support for the survey findings reported by KPMG Management Consulting (1997/1998) in which 'to increase market share' and new presence in other geographical areas were identified as the most important motives for M&As in Europe. A tentative conclusion to be drawn from the results is that mergers in China are used as a competitive weapon designed to obtain technology, market power and synergies.

Regarding the results of event studies, the findings of this study suggest that cross-border mergers and acquisitions by Chinese firms experience significant and positive wealth gains for shareholders of the acquiring firms. The findings lend support to the view that cross-mergers & acquisitions enable international firms to exploit imperfections in product, factor and capital markets, and thus create more gains for their shareholders (Kindleberger, 1969; Caves, 1971; Hymers, 1976; and Froot and Stein, 1991).

The results of this paper have significant implications for policy makers in China. From a public policy perspective, this research signifies the importance of speeding up the economic reforms in China to enable Chinese firms to participate fully and gain the benefits arising from the global market for corporate control. Local firms should be encouraged to engage in mergers and acquisitions of foreign firms to obtain the resources they lack (e.g. proprietary technology and managerial know how) and thus enabling them to develop their firm specific advantages and effectively cope with intensifying competition stemming from Chinese accession to World Trade Organisation (WTO). Despite this study?s contribution, the sample size appears to be the main limitation of this paper and hence we could not investigate the factors influencing the short-term performance. Future studies should focus on the factors which influence the creation of value for Chinese acquirers using multivariate regression analysis.

译文

中国企业的跨国并购:战略动因与绩效分析

Agyenim Boateng Wang Qian Yang Tianle

引言

在过去二十年里中国最显着的发展是不断大力追求市场化改革,旨在加强世界各地的中国企业的竞争力。中国的经济改革政策,积极鼓励中国企业参与对外投资,而不是只吸引外来投资进入中国。因此,在最近几年从事对外跨境并购(CBM&A)活动的中国企业数量为上存在优势。据报道,2000年1月到2004年12月期间,涉及中国上市公司的共有27起对外并购的交易,分别有11和16例发生在上海和深圳股市。有证据表明,中国企业在此期间实际的跨国并购交易数量远超过这已报道27起,因为许多公司并非上市公司,所以相关的数据都无法使用。

值得留意的是,跨国并购的资金流量从发展中国家流向发达国家和从发达国家流向发展中国家两者间存在巨大的差异。例如,来自发达国家的跨国并购企业与那些来自发展中国家的企业相比很可能会拥有垄断和内部化优势。而来自发达

国家的企业可能会利用他们国外的资源积极参与跨国并购,来自发展中国家的公司可能会通过跨国并购,以探索或寻求东道国的资源。由此可见,企业从新兴经济体向发达国家跨国并购的动机可能会是积极获取无形资产和本国没有的资源,例如中国。这些资产包括卓越的营销能力,产品的差异化,受专利保护的技术,卓越管理的诀窍和规模经济。因此,有人认为,公司试图提高自己的核心竞争力,并由跨国并购活动来填补战略缺口。Vermeulen和Barkema (2001)发现,虽然最初的跨国并购的成本可能会比较高,企业可以扩大他们的知识并提高组织的竞争优势。从长远来看,兼并和收购也许是能力建设和企业组织绩效提高的重要途径。

鉴于跨国并购发挥重要的作用,令人惊奇的是目前还没有中国企业海外并购动机和绩效的研究。同样重要的是要指出,大多数对跨国并购实证研究的重点是从发达国家向发展中国家或其他发达国家进行的。而给予跨国并购从发展中国家到发达国家的关注相对较少。因此,很难一概而论在发达的市场经济中,中国新兴的资本主义经济的企业进行跨国并购得出的结论的适用性。这应该进行调查。本文的目的是研究中国企业通过使用事件研究法,开展跨国并购的战略动机和绩效。我们通过关注已经为收购者产生价值的中国企业宣布是什么促使中国并在何种程度上参与跨国并购来研究这个问题。

本文的其余部分载列如下:下一部分将综述有关跨境并购和对创造价值的收购动机的文献。之后是研究的方法。第四部分介绍成果和讨论。摘要和结论是在最后一节。

文献综述

有关动机和效果的大量文献,兼并和收购(并购)和公司价值创造市场的控制权(见Trautwein,1990;指挥操纵,成本,Guest和Hughes,2001;Campa 和Hernando,2004;Aw和Chatterjee,2004;Gregory和McCorriston,2005;Moeller和Schlingemann,2005;以及Francoeur,2005)。我们回顾了现存文献特别注重动对外跨国并购,并通过事件研究回报给予收购公司股东的方式来积累证据。

跨境并购的动机

在过去的二十年跨国并购一直是流行的企业战略,构成了进入国外市场的重

要方式(参考联合国贸发会议,2000)。联合国贸发会议(2000)官方统计数据显示,跨国并购在外国直接投资流量中所占的百分比的份额从1987年52 %上升到2000年的88 %。虽然,2004年跨国并购在外国直接投资(FDI)中所占的比重下降至55%,近几年全球并购总数以极快的速度一直在增加。例如,金融时报(2007)报道了在2007年的前三个月全球大幅上升的兼并和收购总量约11300亿美元,这提供了一个明确的迹象显示,兼并和收购仍然很受欢迎。一些研究人员把跨国并购惊人的增长归因于日益全球化的企业,行业整合,私有化和经济的自由化(Shimizu,Hitt,Vaidyanath和Pissano,2004)。尽管如此,一项由毕马威会计师事务所(1997 /1998)的研究发现,只有17%的跨国并购为股东创造价值,而有53 %的跨国并购是失败的。那么,是什么促使公司加入到跨国并购中?在现存的文献中找到的动机中最突出的包括:

(一)市场进入,资源与技术的获取

许多研究已从资源基础观(RBV)(见Baum和Oliver ,1991;Hennart,1991;Eisenhardt和Schoonhoven,1996;Madhok,1997)和组织学习观的角度审查跨国并购的动机(Barkema和韦尔默朗,1998 ;默朗和Barkema ,2001)。这些研究表明,跨国并购的动机是有机会获得新的能力和学习新的知识。因此正如Ohmae, (1989: 145)所认为:―今天的产品依赖于大多数企业不能再维持这么多不同的尖端复杂的关键技术‖。因此,利用外部资源已成为当务之急。收购现有的外国企业允许收购方获得如专利保护的技术,卓越的管理和销售技能的资源,并克服东道国政府为其他公司设置门槛的特殊调控,(Errunza和Senbet,1981)。Shimizu等(2004)赞同这一观点,这表明企业可以参与并购,以利用无形资产。这种推理是与Caves(1990)所认为的收购海外竞争对手使收购企业能够控制特定资产更多元化的股票,因此可以抓住更多的机会的观点是一致的。

Schimizu等人(2004)认为,跨国并购也可以发起一个收购内在―非物质资产,以减少或避免交易成本。这种观点与内部化理论是一致的,这表明企业的无形资产应选择跨国投资,以避免市场机制下转让该等资产的昂贵成本(Buckley 和Casson,1976;Buckley和Cater,1999)。总之,跨国并购可被收购各种无形资产的内在动机所刺激。相反,收购方也可以通过逆向内化的方式利用目标企业的无形资产。(完整译文请到百度文库)内化与外化可以帮助收购企业避免任何

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