(并购外文翻译)基于价值链的石油化工企业并购研究
中石化跨国并购addax案例五篇
中石化跨国并购addax案例五篇第一篇：中石化跨国并购addax案例跨国并购——中石化收购瑞士油公司案例分析Addax石2009年8月18日，中国石化集团宣布已通过旗下中石化国际勘探公司(SIPC)与瑞士石油公司Addax公司达成购买决定性协议。
中国石化表示，已同意以每股52.8加元，总价82.7亿加元（约合人民币511亿元）成功收购瑞士Addax Petroleum Corp.全部股份。
该交易是中石化的一个重要战略举措，中石化不仅可以藉此控制在伊拉克大型油田的业务，还可以涉足勘探前景较好的尼日利亚和加蓬海上油田。
一，并购背景。
世纪40 年代以来，随着世界经济的增长和科学技术的进步，石油和天然气工业获得迅速发展，已成为主要的能源，并在经济中占有举足轻重的地位。
该行业是一个资金投入高度集中的行业，同时也是一个高风险的投资领域。
国外大型石油公司基本都是上下游一体化、业务遍布全球的跨国公司。
因为全球经济发展的不均衡性，大石油公司在不同国家或地区的投资回报水平也各不相同，这就决定了国际石油公司要加速全球化脚步和跨国并购行动。
对于中国而言，石油工业是国民经济的重要基础产业。
目前，中国成为仅次于美国的全球第二大石油消耗国，10 年前中国进口石油占整体石油需求的比例仅占6%，现在已经提高到1/3，到2020 年预期将有60% 的石油都必须来自进口，因此，石油的供应已经成为影响我国经济发展的瓶颈。
1999 年起开始上涨的石油价格也使得世界石油市场出现新的局面。
世界石油工业的改革进一步深入，包括国家石油公司的重组和国际石油公司的兼并收购浪潮；同时，随着WTO 的加入，中国市场的逐步开放，尤其是2006 年12 月12日的入世5 周年纪念日后，中国石油企业将面临外国石油企业的更多挑战和竞争。
2009年是中国石油发展极不寻常的一年。
全球经济危机的阴影依然笼罩在各个国家的大街小巷，各行各业，而在资源领域，中石油、中石化双雄在全球范围内掀起了中国企业的并购风潮，也给世界经济创造了一个又一个令人瞠目结舌的天价并购。
跨国并购案例及详细分析
跨国并购案例及详细分析
一个经典的跨国并购案例是2016年中国化工集团以430亿美元收购瑞士农业化学品公司先正达（Syngenta）的案例。
这是中国企业迄今为止最大的海外收购案之一。
首先，中国化工集团是一家国有企业，致力于化工和农业领域的发展。
而先正达是全球领先的农业科技公司，拥有广泛的农药和种子产品。
这次并购案的目标是为中国化工集团提供更多的农业科技和产品，以满足中国不断增长的农业需求。
此外，该并购还为中国化工集团提供了更多的全球市场份额和技术专长。
然而，这个案例也面临了一些挑战。
首先是先正达的股东们对中国化工集团的收购表示担忧，担心其会削弱先正达的独立性和创新能力。
其次，由于农业是一个高度敏感的领域，涉及到食品安全和环境保护等重要问题，因此该并购案还面临着监管审批的挑战。
为了解决这些问题，中国化工集团在并购过程中采取了一系列措施。
首先，他们承诺保持先正达的独立性和创新能力，并为其提供更多的资源和支持。
其次，他们与先正达的股东们进行了广泛的沟通和协商，以解决其担忧。
最后，他们与相关监管机构进行了积极的合作，以确保并购案的顺利进行。
总的来说，这个案例展示了跨国并购的复杂性和挑战性。
通过合理的规划和积极的沟通，中国化工集团成功地完成了这次并购，为其在农业领域的发展提供了重要的支持和机会。
企业成本控制外文翻译文献
企业成本控制外文翻译文献(文档含英文原文和中文翻译)译文：在价值链的成本控制下减少费用和获得更多的利润摘要：根据基于价值链的成本管理理念和基于价值的重要因素是必要的。
首先，必须有足够的资源，必须创造了有利的价值投资，同时还需要基于客户价值活动链，以确定他们的成本管理优势的价值链。
其次，消耗的资源必须尽量减少，使最小的运营成本价值链和确保成本优势是基于最大商业价值或利润，这是一种成本控制系统内部整个视图的创建和供应的具实践，它也是一种成本控制制度基于价值链，包括足够的控制和必要的资源投资价值的观点，创建和保持消费的资源到合理的水平，具有价值的观点主要对象的第一个因素是构造有利的价值链，从创造顾客价值开始；第二个因素是加强有利的价值链，从供应或生产客户价值开始。
因此它是一个新型的理念，去探索成本控制从整个视图的创建和供应的商品更盈利企业获得可持续的竞争优势。
关键词：成本控制，价值链，收益，支出，收入，成本会计1、介绍根据价值链理论，企业的目的是创造最大的顾客价值；和企业的竞争优势在于尽可能提供尽可能多的价值给他们的客户，作为低成本可能的。
这要求企业必须首先考虑他们是否能为顾客创造价值，和然后考虑在很长一段时间内如何创造它。
然而，竞争一直以“商品”（或“产品”）作为最直接的载体，因此，传统的成本控制方法主要集中在对“产品”和生产流程的过程。
很显然，这不能解决企业的问题，企业是否或如何能为客户创造价值。
换句话说，这至少不能从根本上解决它。
因此，企业必须首先投入足够的资源，以便他们能够创建客户值取向，然后提供它以最少的资源费用。
所以在整个视图中对价值创造和提供整体的观点来控制成本，它可以为客户提供完美的动力和操作运行机制运行成本的控制，也可以从根本上彻底克服了传统的成本控制方法的缺点，解决了无法控制的创造和供应不足的真正价值。
基于此，本文试图从创作的整体观讨论成本控制提供价值并探讨实现良性循环的策略，也就是说，“创造价值投资成本供应价值创造价值”。
外文翻译--企业并购中融资决策的影响因素：收购成本、代理成本或者支付手段
中文3310字本科毕业论文（设计）外文翻译原文：What determines the financing decision in corporate takeovers:cost of capital, agency problems,or the means of payment?The empirical literature has given notable attention in recent years to the choice of the means of payment in corporate takeovers. In this literature, the term “means of payment” is usually considered as synonymous to the “sources of takeover financing”. we consider how the choice of sources of funding of mergers and acquisitions and the means of payment is affected by the bidders‟ concerns with respect to the risk of overpayment for the target (Hansen, 1987), the risk of a change in the firm‟s control structure (Faccio and Masulis, 2005), and the risk of a bid‟s failure (Fishman, 1989).Our main findings are that the financing decision is explained by pecking order preferences, the need of flexibility in managing corporate funds, and the corporate governance environment that influences the costs of external capital. We find no evidence that the financing decision is driven by potential agency conflicts between managers and shareholders, or between shareholders and creditors. There is evidence that the choice of equity versus internal cash or debt financing is influenced by the bidder‟s strategic preferences with respect to the means of payment. A nested logit analysis reveals that the payment decision depends on the degree to which the bidder‟s large shareholders wish to retain control after the takeover, and on the intention of the bidder‟s shareholders to share the risk of the transaction with the target‟s shareholders or to buy all these shareholders out. These factors do not directly influence the financing decision, but only indirectly through the means of payment choice. Therefore, we conclude that the two decisions on the means of payment and on the sources of financing in corporate takeovers are driven by distinct determinants.The analysis of the valuation effect of takeovers that are financed with differentsources reveals that investors differentiate between the information about the payment method and the sources of takeover financing. These investors do take both the payment method and financing sources into account when valuing a takeover. A significantly negative price revision following the announcement of a takeover frequently arises in case of M&As fully paid with equity but also of takeovers that involve equity financing. We also find that acquisitions financed with internally generated funds underperform debt-financed deals, suggesting that investors are wary that cash-financed deals may be driven by managerial empire building motives. In contrast, debt financing conveys a positive signal to the market that the firm‟s shares may not be overvalued and that the takeover is profitable. Thus, the bidder‟s financing decision has a significant impact on the market reaction to the takeover announcement. Our evidence shows that previous research that partitioned takeover bids into cash versus equity offers is an oversimplification of the reality.The determinants of the financing decisionAn extensive body of theoretical and empirical research on the determinants of corporate financing decisions can be partitioned into two dominant explanations: cost of capital considerations and agency related issues. The former explanation upholds that market imperfections or institutional rigidities, such as information asymmetries (Myers and Majluf, 1984), legal protection of shareholders and creditors (La Porta et al., 1998), or taxes (Modigliani and Miller, 1963) may disproportionally affect the costs of debt and equity capital. The latter explanation endorses that a firm issues specific securities to mitigate agency problems between its management, shareholders, and creditors (Myers, 1977). For the financing decision in corporate takeovers in particular, we propose a third explanation: the preferred payment mode in the takeover deal may influence the financing sources chosen by the bidding firm. Valuation effects of the bidder‟s financing decisionAn M&A announcement brings new information to the market which enables investors to update their expectations about the firm‟s prospects and adjust the share prices accordingly. Value-relevant takeover information also comprises various takeover characteristics as well as the sources of financing. The market combinesthese pieces of information into a signal about the quality of the takeover deal and the potential value creation. As such, the announcement effect consists of an appraisal of the takeover synergies based on the characteristics of the deal. Below, we summarize the predictions with regard to the market reactions to the announcements of takeovers financed with different types of capital.Takeovers financed with equity are expected to trigger lower returns to the b idder‟s shareholders. The dominant explanation is that investors consider an equity issue as a signal that the bidder‟s shares are overpriced and hence adjust the share price downwards when equity financing is announced (Myers and Majluf, 1984). Managers attempt to time equity issues to coincide with surging stock markets or even with the peak of the stock market cycle (Baker, 2004). This overvaluation argument may be more pronounced for M&As entirely financed and paid with equity. Shleifer and Vishny (2003) and Rhodes-Kropf and Vishwanathan (2003) argue that overvalued bidders use equity to buy real assets of undervalued targets to take advantage of the mispricing premium over the longer term when the overvaluation will be corrected. An equity payment may also be interpreted by the market as a negative signal about uncertainty with respect to the target firm‟s quality and potential takeover synergies. If the quality of the acquired assets is more uncertain, the bidder is likely to pay with equity to share wi th the target‟s shareholders the risks of not being able to realize the expected synergies.Empirical evidence confirms the negative market reaction to M&As paid with equity .In contrast to equity financing, the announcement of debt financing is expected to trigger a positive market reaction. First, the preference of debt over equity financing signals that the bidder‟s shares may not be overvalued. When internal sources of financing are insufficient the manager opts for debt financing if the shares of the firm are undervalued or there is a high risk that an equity issue will trigger a substantial share price decline. Second, as debt capital is typically raised in Europe via borrowing from a bank, the bank‟s decision to provide funding may convey a positive signal about the project‟s profitability to the market. Banks are typically regarded as financial intermediaries with superior information and evaluationcapabilities (Leland and Pyle, 1977; Diamond, 1984) that allows them to identify bad acquisitions and fund only deals with a positive net present value. Therefore, the market may interpret the news about debt financing as a certification that a takeover will be profitable. In the context of corporate takeovers, Bharadwaj and Shivdasani (2003) also document positive market response to the announcements of bank-funded deals. Third, the choice of debt financing also signals that the cash flows of the merged firm will be sufficient to sustain an additional tax shield.The use of the third source of financing, internally generated funds, is likely to trigger a negative market reaction at the takeover announcement as this type of financing may identify acquisitions driven by free cash flow motives (Jensen, 1986). High cash flow reserves may encourage management to undertake acquisitions for empire building motives, which frequently lead to a reduction of shareholder value. Consistent with these predictions, Schlingemann(2004) find a negative and significant relation between internally generated cash flow reserves and bidder returns in cash-paid M&As.We investigate the bidder‟s choice of the sources of financing in European corporate takeovers launched during the period 1993-2001, the fifth takeover wave. To our best knowledge, this is the first empirical study that simultaneously studies both the payment and financing decisions in corporate takeovers. The previous M&A literature has uniquely focused on the means of payment; these studies have typically ignored the sources of transaction financing in all-cash offers and have assumed that these offers are entirely financed with internally generated funds.This paper shows that external sources of financing are frequently employed even in cash-paid acquisitions and that the decisions on the financing and the means of payment are entirely different and driven by distinct factors.The results of our multinomial and nested logit analyses reveal that, while controlling for the payment method，bidders have systematic preferences for particular sources of financing which depend on their firm‟s characteristics and on the characteristics of the takeover.Our findings are consistent with the view that the financing decision is influenced by the bid der‟s concerns about the the cost of capital.In particular, in line with the pecking order hypothesis, cash-rich bidders opt for the least expensive source of financing –internally generated funds. Bidders with insufficient internal funds raise external capital to finance M&As: they employ borrowing when their debt capacity is high. They opt for an equity issue when investor sentiment is positive about the firm‟s fundamental value. However, the need of flexibility in managing corporate funds prevents firms with strong growth opportunities from financing the takeover with debt which may create a debt overhang problem and makes them use equity capital instead.Bidders operating in a better corporate governance environment benefit from lower costs of external capital: debt financing is more likely when creditor rights are well protected by law and courts, and the use of equity financing increases.The financing decision is unrelated to agency problems that may be induced by conflicts of interests between the management and shareholders: firms with dispersed ownership structure do not selectively prefer cash and equity financing over borrowing, though this is the least preferred source of financing. Our data do not support the conjectured relationship between the financing choice and the agency problems induced by a conflict of interests between shareholders and creditors. Risky firms have no systematic preferences for equity financing even when debt financing may be less attractive.The takeover financing decisi on is influenced by the bidder‟s strategic preferences for specific types of means of payment. As equity financing of M&As enables the bidder to make a direct equity offer to the target‟s shareholders, the bidder may benefit from sharing the takeover‟s risk with the target‟s incumbent shareholders. The risk-sharing benefits of an equity offer increase with the relative size of the transaction. However, equity financing is less likely when the bidding firm is vulnerable to the threat of a control change. Large shareholders of bidding firms prefer financing with internal funds or debt if an all-equity bid could threaten their control position. In addition, equity financing is less frequent in hostile bids and M&As of unlisted targets; these deals typically involve cash payments financed with internal funds or debt. Our nested logit analysis reveals some factors only influencethe financing choice indirectly, namely when we condition financing on the payment mode.We also document that the financing decision has a significant impact on the value of the bidding firm. Investors take into account the information signalled by the choices of both the payment method and the sources of takeover financing when estimating the possible synergistic value of the takeover at the announcement. A significantly negative price revision following the announcement of a takeover is common for equity paid takeovers and is also observed in any other takeover deals that involve equity financing. The evidence confirms that investors consider equity issues as a signal that the firm‟s shares are overvalued. We also find that acquisitions financed with internally generated funds underperform debt financed deals, which suggests that investors are wary that cash-financed deals. In contrast, debt financing conveys a positive signal to the market that the firm‟s shares are not overvalued and the takeover is expected to be profitable.Answering the question in the title of this paper …What determines the financing decision in corporate takeovers: cost of capital, agency costs or the means of payment?‟, we have found that the financing is in the first instance determined by the cost of capital both at the firm and the regulatory level. Whereas agency costs do not seem to influence the financing decision, the means of payment indirectly does. Bidding firms use the means of payment as a tool to reduce the risks associated with the takeover deal, such as the risk of the target firm‟s misvaluation, the threat of a control change, and the risk of the bid‟s failure. In this paper, we have highlighted that the two decisions in a corporate takeover bid are driven by distinct factors. Judging from the M&A announcement returns, we conclude that, in addition to the means of payment, the way a takeover deal is financed transmits important information to the market about quality of the bidding firm and profitability of the deal.Source:Marina Martynova and Luc Renneboog,2009 “What Determines the Financing Decision in Corporate Takeovers: Cost of Capital,Agency Prbolems, or the Means of Payment?”.Journal of Corporate Finance, V olume 15 Issue 3, pp 290-315.译文：企业并购中融资决策的影响因素：收购成本、代理成本或者支付手段？近几年，过去的文献在公司收购人支付手段的选择上也提供了实证。
石油行业并购与重组案例企业整合的成功经验
石油行业并购与重组案例企业整合的成功经验石油行业是全球最重要的工业行业之一，涉及石油勘探、开采、加工和销售等多个环节。
为了提高市场竞争力和实现规模效益，石油公司常常进行并购和重组。
企业整合是实现并购与重组目标的关键环节，成功的企业整合有助于提高经营效率、降低成本，并为企业带来更多发展机遇。
本文将介绍几个石油行业并购与重组案例，并分析这些案例中企业整合的成功经验。
2000年，美国埃克森美孚公司（ExxonMobil）完成了对摩比尔石油公司（Mobil）的收购。
这是当时全球石油行业历史上最大的一次并购案。
收购后，埃克森美孚公司顺利完成了两家公司的整合工作，并取得了显著的成果。
埃克森美孚公司通过整合两家公司的石油勘探和生产资源，实现了规模化运营，提高了生产效率，并进一步巩固了其在全球石油市场的地位。
在整合过程中，埃克森美孚公司注重平衡各方利益，保留了摩比尔石油公司在某些领域的核心团队，确保了业务的顺利过渡。
另一个成功的并购与重组案例是2015年荷兰皇家壳牌公司（Royal Dutch Shell）与英国国际石油公司（BG Group）的合并。
这次合并使壳牌公司成为全球最大的液化天然气（LNG）供应商之一。
壳牌公司对整合有清晰的战略规划，确立了明确的整合目标，并通过各种手段加强了组织文化的融合。
通过整合，壳牌公司成功整合了BG Group的油气储备、LNG项目和市场份额，提高了公司的经营效率和市场竞争力。
除了埃克森美孚公司和壳牌公司的案例，还有许多其他石油行业的并购与重组案例也取得了成功的企业整合经验。
其中，关键的成功经验可以总结为以下几点：第一，明确整合目标和战略规划。
在并购和重组案例中，企业应该明确整合的目标和战略规划。
整合的目标可以是提高市场份额、降低成本、整合资源等，而战略规划则需要包括整合过程中的各项决策和具体行动计划。
第二，加强组织文化融合。
在石油行业的并购与重组中，不同企业往往拥有不同的组织文化和价值观念。
并购理论国外研究报告
并购理论国外研究报告一、引言随着全球经济的发展，企业并购活动日益频繁，成为企业扩张和转型的重要手段。
然而，并购成功率并不高，许多企业在并购过程中遇到了种种问题。
为了提高并购成功率，国内外学者对并购理论进行了深入研究。
本报告以国外并购理论为研究对象，旨在分析国外并购理论的最新进展，探讨其在我国企业并购实践中的应用价值。
本研究的重要性体现在以下几个方面：首先，国外并购理论的发展对我国企业并购实践具有指导意义，有助于提高我国企业并购的成功率；其次，通过对国外并购理论的梳理，有助于我国学者在这一领域取得更多创新性成果；最后，本研究有助于推动我国并购理论的发展，为政策制定者和企业提供理论支持。
在此基础上，本研究提出以下研究问题：国外并购理论的主要观点有哪些？这些理论在我国企业并购实践中的应用效果如何？为解决这一问题，本研究假设国外并购理论在我国企业并购实践中具有一定的适用性，但需结合我国实际情况进行调整。
研究范围与限制方面，本报告主要关注国外并购理论的发展及其在我国企业中的应用，不涉及国内并购理论的探讨。
报告将从并购动机、并购估值、并购整合等方面对国外并购理论进行系统梳理，并结合实际案例分析其在我国企业并购中的应用。
本报告的简要概述如下：首先，介绍国外并购理论的发展历程及主要观点；其次，分析国外并购理论在我国企业并购实践中的应用现状；最后，提出针对我国企业并购实践的建议，以期为我国企业并购活动提供理论支持。
二、文献综述国外并购理论研究始于20世纪60年代，至今已形成多个理论框架。
M&A （Mergers and Acquisitions）理论主要包括效率理论、市场势力理论、管理主义理论和战略匹配理论等。
效率理论认为并购可提高企业效率，实现协同效应；市场势力理论强调并购是企业扩大市场份额、增强竞争力的手段；管理主义理论关注管理层利益在并购中的作用；战略匹配理论则强调并购双方在战略上的互补性。
前人研究成果显示，并购动机、估值方法、整合策略等方面取得了显著进展。
外文翻译----企业并购财务分析
M & Financial AnalysisCorporate mergers and acquisitions have become a major form of capital operation. Enterprise use of this mode of operation to achieve the capital cost of the external expansion of production and capital concentration to obtain synergies, enhancing competitiveness, spread business plays a very important role. M & A process involves a lot of financial problems and solve financial problems is the key to successful mergers and acquisitions. Therefore, it appears in merger analysis of the financial problems to improve the efficiency of M & Finance has an important practical significance.A financial effect resulting from mergers and acquisitions1. Saving transaction costs. M & A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the cost may be lower than in the market for the same transaction costs, thereby reducing production and operation the transaction costs.2. To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency competition, the incumbent managers of target companies will be replaced, which can effectively reduce the agency costs.3. Lower financing costs. Through mergers and acquisitions, can expand the size of the business, resulting in a common security role. In general, large companies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduced to enable enterprises to lower capital cost, refinancing.4. To obtain tax benefits. M & A business process can make use of deferredtax in terms of a reasonable tax avoidance, but the current loss of business as a profit potential acquisition target, especially when the acquiring company is highly profitable, can give full play to complementary acquisitions both tax advantage. Since dividend income, interest income, operating income and capital gains tax rate difference between the large mergers and acquisitions take appropriate ways to achieve a reasonable financial deal with the effect of tax avoidance.5. To increase business value. M & A movement through effective control of profitable enterprises and increase business value. The desire to control access to the right of the main business by trading access to the other rights owned by the control subjects to re-distribution of social resources. Effective control over enterprises in the operation of the market conditions, for most over who are in competition for control of its motives is to seek the company's market value and the effective management of the condition should be the difference between the market value.Second, the financial evaluation of M & ABefore merger, M & A business goal must be to evaluate the financial situation of enterprises, in order to provide reliable financial basis for decision-making. Evaluate the enterprise's financial situation, not only in the past few years, a careful analysis of financial reporting information, but also on the acquired within the next five years or more years of cash flow and assets, liabilities, forecast.1. The company liquidity and solvency position is to maintain the basic conditions for good financial flexibility. Company's financial flexibility is important, it mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good income-generating capacity and funding from the capital market capacity, but also the company's overall Profitability, Profitability is the size of which can be company's overall business conditions and competition prospects come to embody. Specific assessment, the fixed costs to predict the total expenditures and cash flow trends, the fixed costs and discretionary spendingis divided into some parts of constraints, in order to accurately estimate the company's working capital demand in the near future, on the accounts receivable turnover and inventory turnover rate of the data to be reviewed, should include other factors that affect financial flexibility, such as short-term corporate debt levels, capital structure, the higher the interest rate of Zhaiwu relatively specific weight.2. Examine the financial situation of enterprises also have to assess the potential for back-up liquidity. When the capital market funding constraints, poor corporate liquidity, the liquidity of the capital assessment should focus on the study of the availability of back-up liquidity, the analysis of enterprise can get the cash management, corporate finance to the outside world the ability to sell convertible securities can bring the amount of available liquidity. In the analysis of various sources of financing enterprises, the enterprises should pay particular attention to its lenders are closely related to the ease of borrowing, because once got in trouble, helpless to the outside world, those close to the lending institutions are likely to help businesses get rid of dilemma. Others include convertible securities are convertible at any time from the stock market into cash, to repay short-term corporate debt maturity.3 Determination of M & A transaction priceM & M price is the cost of an important part of the target company's value is determined based on M & A prices, so enterprises in M & Juece O'clock on targeted business Jinxing scientific, objective value of Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market competition itself tide in an invincible position. Measure of the value of the target company, generally adjusted book value method, market value of comparative law, price-earnings ratio method, discounted cash flow method, income approach and other methods.1. The book value adjustment method. Net balance sheet shall be the company's book value. However, to assess the true value of the target company must also be on the balance sheet items for the necessary adjustments. On the one hand, on the asset should be based on market prices and the depreciation of fixed assets,business claims in reliability, inventory, marketable securities and changes in intangible assets to adjust. On liabilities subject to detailed presentation of its details for the verification and adjustment. M & A for these items one by one consultations, the two sides, both sides reached an acceptable value of the company. Mainly applied to the simple acquisition of the book value and market value of the deviation from small non-listed companies.2. The market value of comparative law. It is the stock market and the target company's operating performance similar to the recent average trading price, estimated value of the company as a reference, while analysis and comparison of reference of the transaction terms, compared to adjust, according to assessment to determine the value of the target company. However, application of this method requires a fully developed, active trading market. And a subjective factors and more by market factors, the specific use of time should be cautious. Mainly applied to improve the market system in the acquisition of listed companies.3. PE method. It is based on earnings and price-earnings ratio target companies to determine the value of the method. The expression is: target = target enterprise value of the business income × PE. Where PE (price earnings ratio) can choose when the target company's price-earnings ratio M, with the target company's price-earnings ratio of comparable companies or the target company in which the industry average price-earnings ratio. Corporate earnings targets and the target company can choose the after-tax income last year, the last 3 years, the average after-tax income, or ex post the expected after-tax earnings target company as a valuation indicator. This method is easy to understand and easy to apply, but its earnings targets and price-earnings ratio is very subjective determination, therefore, this valuation may bring us a great risk. This method is suitable for the stock market a better market environment, a more stable business enterprise.5. Income approach. It is the company expected future earnings discounted using appropriate discount rate to assess the present value of the base date, and thus determine the value of the company's assessment. Income approach in principle, thatis the reason why the acquirer acquired the target company, taking into account the target company can generate revenue for themselves, if the company's returns, but the purchase price will be high. Therefore, according to the company level can bring benefits to determine the value of the company is scientific and reasonable way. The use of this method must have two conditions: First, assess the company's future earnings are to be predicted, and can predict the basic income guarantee and the possibility of a reasonable amount; second, and enterprises to obtain expected benefits associated with future risk can be invaluable, and can provide convincing evidence. When the purpose is to use M & A target long-term management and enterprise resources, then use the income approach is suitable.Activities in mergers and acquisitions, M & A business through the acquisition of a variety of financing sources of funds needed. M & M financing enterprises in financing before the deal with a variety of M & A comprehensive analysis and evaluation, to select the best financing channels. M & A financing from the actual situation analysis, M & A financing is divided into internal financing and external financing. Internal financing is an enterprise to use their own accumulated profits to pay for acquisitions. However, due to the amount of funds required for mergers and acquisitions are often very large, and limited internal resources, after all, the use of M & A business operating cash flow to finance significant limitations, the internal financing generally not as the main channel for financing mergers and acquisitions. Of external financing is divided into debt financing, equity financing and hybrid financing.Channels of financing the actual response to determine their capital structure analysis, if the acquisition of their funds sufficient, using its own funds is undoubtedly the best choice; if the business debt rate has been high, as far as possible should be financed without an increase to equity of companies debt financing. However, if the business prospects for the future, can also increase the debt financing, in order to ensure all future benefits enjoyed by the existing shareholders.Whether M & A business development and expansion as a means or aninevitable result of market competition, will play an important stage in the socio-economic role. As an important participant in M & A and policy-makers, from the financial rational behavior on M & A analysis and selection of the same time, also taking into account the market, and management elements that will lead the enterprise's decision making provide the most effective Xin Xi .企业并购财务问题分析企业并购已成为企业资本运营的一种主要形式。
企业并购文献综述及外文文献资料
本文档包括改专题的：外文文献、文献综述一、外文文献Financial synergy in mergers and acquisitions. Evidence from Saudi ArabiaAbstractBusinesses today consider mergers and acquisitions to be a new strategy for their company's growth. Companies aim to grow through increasing sales, purchasing assets, accumulating profits and gaining market share. Thus; the best way to achieve any of the above-mentioned targets is by getting into either a merger or an acquisition. As a matter of fact, growth through mergers and acquisitions has been a critical part of the success of many companies operating in the new economy. Mergers and acquisitions are an important factor in building up market capitalization. Based on three structured interviews with major Saudi Arabian banks it has been found that mergers motivated by economies of scale should be approached cautiously. Similarly, companies should also approach vertical mergers cautiously as it is often difficult to gain synergy through a vertical merger. Firms should seek out mergers that allow them to acquire specialized knowledge. It has also been found that firms should look for mergers that increase market power whilst avoiding unrelated mergers or conglomerate mergers.Keywords: Synergy, Mergers and Acquisitions, Saudi Arabia 1. IntroductionThere is a major difference between mergers and acquisitions. Mergers occur between similarly sized companies and the collaboration is "friendly" between both companies. However, Acquisitions often occur between differently sized companies and the partnership is usually forced and hostile.Wheelen and Hunger (2009) define a merger as a transaction involving two or more corporations in which stock is exchanged but in which only one corporation survives. In other words, the two companies become one and the name for the corporation becomes composite and is derived from the two original names. Furthermore, an acquisition is the purchase of a company that is completely absorbed as an operating subsidiary or divisionof the acquiring corporation (Wheelen and Hunger, 2009). The authors also state thathostile acquisitions are called takeovers.The main reason for firms entering into mergers and acquisitions (M&A) is to grow, andcompanies grow to survive (Akinbuli, 201 2). Growth strategies expand the company's activities and add to its value since larger firm have more bargaining power than smaller ones. A firm sustaining growth will always have more opportunities for advancement, promotions and more jobs to offer people (Wheelen and Hunger, 2009). In general, mergers and different types of acquisitions are performed in the hope of realizing an economic gain. For such a business deal to take place, the two firms involved must be worth more together than each was apart.A few of the prospective advantages of M&A include achieving economies of scale, combining complementary resources, garnering tax advantages, and eliminating inefficiencies. Other reasons for considering growth through acquisitions contain obtaining proprietary rights to products or services, increasing market power by purchasing competitors, shoring up weaknesses in key business areas, penetrating new geographic regions, or providing managers with new opportunities for career growth and advancement (Brown, 2005).Many firms choose M&A as a tool to expand into a new market or new area of expertise since it is quicker and cheaper than taking the risk alone. Furthermore, M&A happen when senior executives feel enthusiastic and excited about a potential deal ; the idea of successfully pursuing and taking over another company before the company s competitors are able to do so. Competition in a growing industry drives firms to acquire others. In fact, a successful merger between companies increases benefits for the entire corporation.However, failures also occur in M&A as indicated by Haberbserg and Rieple (2001) and Akinbuli (2012). They showed that 50% of acquisitions are unsuccessful; they increase market power but do not necessarily increase profits. Brown (2005) explains the reasons for the high failure rate of M&A as follows:(a)Over-optimistic assessment of economies of scale. Economies of scale are usually achieved at certain business size. However, expansion beyond the optimum level results in disproportionate cost disadvantages that lead to various diseconomies of scale.(b)Inadequate preliminary investigation combined with an inability to implement the amalgamation efficiently. Resistance to change and the inability for the acquired company to manage change well is a main reason for failure due to the resistance of the employees and management of both companies involved.(c)Insufficient appreciation of the personnel problems, which will arise, is due mainly to the differing organizational cultures in each company.(d)Dominance of subjective factors such as the status of the respective boards of directors.Therefore, drafting careful plans before and after the merger is a necessity that should not be overlooked. Some companies find the solution in hiring a change manager who will add value and better manage the transition of the "marriage between both companies" (Brown, 2005).2.Synergy in M&A and financial synergyThis section discusses the literature review in order to identify the importance of acquiring financial synergy in the M&A.2.1Synergy in M&ASynergy, as defined in the business dictionary, is the state in which two or more agents, entities, factors, processes, substances, or systems work together in a particularly fruitful way that produces an effect greater than the sum of their individual effects. Synergy is the magic force that allows for enhanced cost efficiencies of the new business. Synergy takes the form of revenue enhancement and cost savings (Mergers and acquisitions: Definition, n.d.).Synergy is also expressed as an increase in the value of assets as a result of their combination. Expected synergy is the justification behind most business mergers. For example, the 2002 combination of Hewlett-Packard and Compaq was designed to reduce expenses and capitalize on combining Hewlett-Packard's reputation for quality with Compaq's impressive distribution system (Synergy Business Definition, n.d.).Through research it has been noted that synergy is the concept that two businesses will generate greater profits together than they could separately (Wheelen and Hunger, 2009). Synergy is said to exist for a divisional corporation if the return on investment of each division is greater than what the return would be if each division were an independent business (Wheelen and Hunger, 2009). In order to succeed cooperation between the partners is the basic ingredient for achieving growth through synergy (Rahatullah, 201 0). This requires partners to build trust, commitment, and secure consensus, to achieve their targets (Gronroos, 1997; Ring and Van-de-Ven, 1994).Synergy can take several forms. According to Goold and Campbell (1 998) synergy is demonstrated in six ways: benefiting from knowledge or skills, coordinated strategies,shared tangible resources, economies of scale, gaining bargaining power over suppliers and creating new products or services.M8<A result in the creation of synergies, the sharing of manufacturing facilities, software systems and distribution processes. This type of synergy is referred to as operational synergy and is seen mostly in manufacturing industries. Another motive for forming an acquisition is gaining greater financial strength by purchasing a competitor, which increases market share. The aim of mergers and acquisitions is to achieve improvement for both companies and produce efficiency in most of the company's operations. (Haberberg and Rieple, 2001).However, Brown (2005) summarizes the sources of synergy that result from M8<A underthe following headlines:1.Operating economies which include:(a)Economies of scale: Horizontal mergers (acquisition of a company in a similarline of business) are often claimed to reduce costs and therefore increase profits due to economies of scale. These can occur in the production, marketing or finance divisions.Note that these gains are not expected automatically and diseconomies of scale may also be experienced. These benefits are sometimes also claimed for conglomerate mergers(acquisition of companies in unrelated areas of business) in financial and marketingcosts.(b)Economies of vertical integration: Some acquisitions involve buying out other companies in the same production chain. For example, a manufacturer buys out a rawmaterial supplier or a retailer. This can increase profits through eliminating the middleman in the supply chain.(c)Complementary resources: It is sometimes argued that by combining the strengths of two companies a synergistic result can be obtained. For example, combining a company specializing in research and development with a company strong in the marketing area could lead to gains. Combining the expertise of both firms would benefit each company through the gained knowledge and skills that individually they lack.(d)Elimination of inefficiency: If either of the two companies had been badly managed; its performance and hence its value can be improved by the elimination of inefficiencies through M&A, Improvements could be obtained in the areas of production, marketing and finance.2.Market power; Horizontal mergers may enable the firm to obtain a degree of monopoly power which could increase its profitability. Coordinated strategies between both companies will lead the entire organization in gaining competitive advantage. Gaining bargaining power over suppliers is realized since the company is larger in size after the merger.3.Financial gains; Companies with large amounts of surplus cash may see the acquisition of other companies as the best application for these funds. Shared tangible resources such as sharing a bigger building, more office supplies, equipment, manufacturing facilities and research and design labs will also lead to a reduction in costs translated into better financial performance. McNeil (2012) identifies that the shareholders of a business under M&A process may benefit from the sale of their stocks, this is especially true if the M&A is with a better, bigger and more reputable prospective partner.4.Others; such as surplus management talent, meaning that companies with highly skilled managers can make use of their qualified personnel only if they have problems to solve. The acquisition of inefficient companies allows for maximum utilization of skilled managers. Incorporating the efforts of both management teams will drive the creation of innovative products or services.The synergy factor prevails in the M&A when the firms produce a greater return than the two individual firms owing to reasons such as improvements in efficiency and an increase in market power for the merged or acquired firms (Berkovitch and Narayana, 1993).2.2Financial synergyAs defined by Knoll (2008), financial synergies are performance advantages gained by controlling financial resources across businesses of firms. There exist four types of financial synergies, which are:1.Reduction of corporate risk: Reduction of corporate risk is increasing the risk capacity of the overall firm, which means the ability of the firm to bear more risk. Meaning that by increasing the risk capacity the shareholders will invest more in the company and the firm will gain benefits such as coinsurance effects.2.Establishment of internal capital market: Establishing internal capital gains means that the firm will decrease its financing costs and will increase financialflexibility which results in the company having higher liquidity and the ability to payits creditors easily.3.Tax advantages: Tax advantages by reducing the tax liabilities of the firm using the losses in one business to offset profits in the other business referred to as "profit accounting".4.Financial economies of scale: Financial economies of scale reducing transaction cost in issuing debt and equity securities (Knoll, 2008).3.Methodology and resultsFor this project, the method of interviews was used due to it being the most appropriate way to gather information about the interpretation of events, as to why some mergers produce synergy while others do not; and to understand the reasons why companies enter into mergers. In Saudi Arabia it is difficult to secure responses from senior executives. Approaching such a person is not only difficult protocol wise but there are bureaucratic hurdles. The quantitative analysis is more suitable for large scale data collection (Denzin and Lincoln, 1997). Whereas, qualitative research provides the researcher with the perspective of target audience members through captivation and direct interaction with the people under study (Glesne and Peshkin, 1992). These methods help to comprehend what others perceive of a certain phenomenon, postulates Creswell (1994).The planned interview method was to use a structured interview. In a structured interview, the researcher knows in advance what information is needed and asks a predetermined set of questions (Sekaran and Bougie, 2009). The same questions are asked of all interviewees, which allows for better comparison of the responses than unstructured interviews, where the interviewees are asked different questions. The structured interview process does allow the researcher to ask different follow up or probing questions based on the interviewee's response. This allows the interviewer to identify new factors and gain a deeper understanding of the topic (Sekaran and Bougie, 2009).Since the interviewees were located in different parts of Saudi Arabia the interviews were scheduled in advance and conducted face to face. The data was gathered by taking notes during the interviews, which were not recorded as that may have seemed too intrusive.When conducting interviews it is important to conduct them in a manner that is free of bias or inaccuracies. According to Sekaran and Bougie (2009), bias can be introduced by theinterviewer, interviewee or the situation. Interviewers can introduce bias by distorting the information that they hear so it aligns with their expected responses to the question or through simple misunderstandings. To prevent this, the respondents' answers were summarized back to them before moving on to the next question. Interviewees can introduce bias if they do not like the interviewer or if they phrase the answers to be biased towards what they think the interviewer wants to hear. Since the interviewees were obtained through referrals, it is highly unlikely that they gave false responses. Also, the basic area of research was discussed with the interviewees, but no hypothesis was advance to them, such that they would skew their answers to what they though the interviewer wanted to hear.Three companies were interviewed and asked a specific set of questions (see Appendix). There are numerous reasons to interview three companies in Saudi Arabia. These are the following:*The M&A in Saudi Arabia are normally carried out by large size companies.*It is difficult to reach out to the senior managers to discuss such issues.*The officers are also tied by company confidentiality rules to not divulge information.*The number of M&A is also significantly less in comparison with other countries.*The researchers, using diverse resources including personal contacts and formal requests, were able to reach out to three of the major companies of the Kingdom.An interview was conducted with National Commercial Bank (NCB) NCB is an international bank headquartered in Saudi Arabia and engaged in personal, business and private banking, and wealth management (NCB, 2011 ). Another interview was done with Samba Financial Group. Samba is also an international bank headquartered in Saudi Arabia that is engaged in personal and business banking (Samba, 2011). The third company that was interviewed was Savola Holding Company, which is headquartered in Jeddah, Saudi Arabia and is engaged in the food industry. Through subsidiary companies, Savola is engaged in the manufacturing of vegetable oils, dairy products and food retailing operations both in Saudi Arabia and other international markets. Due to strict confidentiality of the companies interviewed, the names of the people will not be mentioned or their titles. This was the most important condition in order to conduct these interviews.Each of the three companies has been involved in significant mergers. NCB's most significant merger was when it acquired a Turkish bank, Turkiye Finans Katilm Bank in 2008.Samba's most significant merger was its acquisition of Cairo Bank in 1 999. Savola's most significant acquisition was its acquisition of Al-Marai in 1 991.NCB has engaged in four mergers overall and three international mergers. In addition to its acquisition of the Turkish bank, it acquired Estate Capital Holdings, The Capital Partnership Group Limited and NCB Capital. The acquisition oftheTurkish bank was considered its most successful acquisition because it allowed NCB to expand into a new international market with strong growth.While NCB does not consider any of its acquisitions to be a failure, it has recognized losses through goodwill impairment, even in the Turkish bank acquisition. Samba's most prominent M8<A has been with Cairo bank of Egypt.Savola has engaged in about 10 mergers including a few international mergers. It considers its acquisition of Panda (a supermarket chain) in 1998 to be its most successful because it allowed Savola to gain a major presence in the food retailing market and increases revenues significantly. Savola has had a couple of mergers that it considered to be failures. One such example was when it acquired a real estate company in Jordan. This company was outside Savola's core business and outside its home country. Savola's learning from this failure was not to invest outside its core business in a foreign country as there was no ability to create any value through this merger and it was investing in a country that it did not know as well as its home country. Another failed merger occurred when it acquired an edible oil company in Kazakhstan. This merger failed because even though the acquired company had good fundamentals, the value creation mechanisms were quite different between the two companies.Strategic motivations for mergers were discussed with the companies and Samba provided details. One motivation is to increase lines of business. Another motivation is to move into a new geographic area. In many cases when expanding into a new country, it is easier to acquire an existing business than try to start a new one. Another motivation is to increase market share.Particularly in a mature industry, a company can gain market share quickly through an acquisition, while it is usually a slow process to gain market share organically in an incremental manner.All the companies tried to achieve company growth and synergy in their mergers.The criteria and selection process for mergers were also discussed with the companies. Savola worked with financial institutions to identify acquisition target companies. Savola looked for companies that were among the leaders in their respective markets. Savola believed that companies that were leaders generally had good processes and were well managed, so their operations would be good to acquire. After the failed merger with the real estate company, Savola looked to acquire companies related to its core food manufacturing and sales business. All companies obviously reviewed financial statements closely to assess the financial condition of the acquired firm. Samba noted that sometimes in the banking and financial industry, strong banks will acquire banks that are in a weak financial condition in a rescue operation, often due to political reasons. In reviewing candidates for a merger, Savola engages its operations and technical team to assess the target company's operation, processes and potential fit into the business group.The three interviewed companies use various metrics to evaluate the success of the merger. Savola evaluates the revenue growth of the sector where the acquisition occurred along with the market share and operating cost. The goals are to increase revenue,increase market share or reduce operating cost. Samba evaluated similar metrics of market share and operating cost.Samba noted that it usually takes until the second year after a merger to evaluateits success. In the first year, there are onetime costs associated with integration costs of the merger. It usually takes until the second year to see reduced operating costs from activities such as closing and consolidating branches.The different ways to obtain synergy in a merger were discussed with the companies. Savola looked to obtain synergy through economies of scale, as acquisitions would add to the company's shipment volume, which would allow the company to reduce freight and distribution costs. Samba also looked to obtain synergy through economies of scale and eliminating the duplication of activities. When it acquired Cairo bank, which had previously acquired United Saudi Commercial Bank, Samba was able to cut costs in Saudi Arabia by reducing the number of bank branches and ATMs. NCB was able to gain financial synergies in its mergers by developing a more diversified and lower risk portfolio ofinvestments.From the responses to the questions included in the structured interview, thefollowing findings can be highlighted:A.Mergers to Expand to International Markets:One finding is that firms undertake some mergers to expand into new international markets. In doing so they are gaining the synergy of the acquired firm's knowledge of the market. In these cases, the acquiring firm saves the costs of starting up a business in the new country, gaining the necessary approvals, learning how to do business successfully in the market and building a brand in the country. This is especially true in the bank and finance industry, where the industry is closely regulated. It can be easier to acquire a company that already has all of the necessary regulatory approvals as opposed to trying to gain all of the necessary approvals to conduct business legally in the selected market. Also, building a brand is important in the banking industry, as consumers and commercial customers prefer to do business with a trusted firm. In these mergers, synergy can be gained through the acquired firm's knowledge of the market and the acquiring firm's capital. The new infusion of capital can often allow the acquired firm to grow in the market. The NCB acquisition of the Turkish bank is a good example of this type of synergy.Even when a firm acquires a company within their own market there is the chance to create synergies through knowledge gained and transferred. In many cases, the acquired firm has certain processes in some areas that are better than the acquiring firm, so selecting the best process allows the merged firm to improve its overall processes. Also, the acquiring company usually has some processes that are better than the acquired firm's processes in some areas, which allows the company to improve the newly acquired operations. As noted by Samba in its interview, the goal is to utilize the optimum processes from both companies to produce synergy from the merger.B.Mergers to Gain Economies of Scale:Firms also seek and gain synergies through economies of scale. Larger businesses can often gain economies in certain business activities including manufacturing, distribution and sales. One of the goals of Samba's mergers was to gain synergies through economies of scale. In their mergers, Savola hoped to gain economies of scale in shipping and distribution activities. Economies of scale can also be achieved in the banking industry since the cost of processing checks or issuing credit cards is likely to decline on a per unit basis with increasing volume; therefore the fixed cost associated with these activities can be spread over a larger volume. The result is reduced costs, which makes the merged firm more profitable and more competitive in the market.C.Eliminating Inefficiencies:Another way to achieve synergy is through elimination of inefficiencies. Removing the duplication of resources can eliminate inefficiencies. In horizontal mergers, it is common for the merged company to consolidate operations, close offices and reduce staff. Samba mentioned that reducing the number of bank branches, ATMs and staff was one of the ways that they drove cost efficiencies after acquiring Cairo Bank. Samba also provided the insight that there is a delay for these cost efficiencies to show up in financial performance, since it takes time to remove the duplication of resources involved and there are one-time costs associated with removing the duplication of resources. The official also pointed out that the success or failure of a merger should not be evaluated until at least two years after the merger.D.Gain More Market Power:Firms also try to achieve synergies through an increase in market power, by controlling a larger share of the market. Discussions with all respondents implied increasing market share to be one of the motivations to enter into a merger. Savola and Samba both mentioned increasing market share as a way to judge the success of a merger. Greater market power can improve profitability through a couple of mechanisms. One such mechanism is greater monopoly pricing power in the market, which allows firms to increase prices due to reduced competition. This is one reason that major mergers have to be approved by government regulators who s objective is to maintain a competitive market. A second mechanism is increased buyer power over suppliers. Since the merged firm represents a greater portion of an industry's business, suppliers to the industry want the merged firm's business more, which gives the merged firm better negotiating power over suppliers. This allows the merged firm to reduce its costs and increase it profits. However, a strategic perspective could be on the supplier side as Porter (1 998) identifies that the stronger the company becomes the weaker the supplier becomes thus reducing their bargaining power.E.Gain Growth:Growth is one of the main reasons that firms undertake mergers, as this was mentioned by all of the companies interviewed. Companies seek growth through mergers because it can allow them to gain market power, which generally leads to increased profits. Mergers are also a way to satisfy investors'/shareholders' expectations for growth. In many cases, itis difficult to grow a business in a mature market organically, so mergers are often the best way to achieve growth.Samba provided a perspective on the use of acquisitions as a growth strategy. Samba believed that within the same industry organic growth was less expensive than growth through acquisition because a premium had to be paid for another company's operations in the same industry. Samba believed that when trying to expand into a different industry, growth through acquisition was less expensive than organic growth because the firm had no knowledge or expertise in the new industry. Samba used this philosophy when formulating their strategic growth plans. If the company simply wanted to expand within their current industry, the focus would be on organic growth initiatives, whereas if the company wanted to grow by expanding into new industries, the focus would be on acquisitions.F.Reducing RisksFirms can gain synergies by reducing their overall risk through diversification and reducing their cost of capital. Generally, this is a weak form of synergy and prone to failures because it often entails firms moving into businesses outside of their core competencies. The businesses are then run without the knowledge of how to run a business successfully in that market. This leads to operational losses or subpar performance in the industry, which negates any synergistic gains from reducing the company's overall risk.This was experienced by Savola, who acquired a real estate company, which was outside its core business of the food market. Consequently, the acquired real estate business produced subpar performance and losses, which negated any gains from reducing risk. Thus, the merger was considered to be a failure because it reduced the overall value of the firm. Due to the difficulties of creating financial synergies through diversification, there are few conglomerate mergers and few conglomerate companies.The companies interviewed look for synergies when considering mergers and try to estimate the potential synergistic gains that could be attained in a proposed merger. The potential synergies gained depend on the industry and the characteristics of the company acquired. In the failed mergers, the firm overestimated the amount of synergy that could be gained through the merger. Savola overestimated the synergy that could be gained through the acquisition of a real estate company because the only synergy that could be gained was。
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参考文献[1] 唐彦.企业并购的财务风险及防范措施[J].商情.2012[2] 谢学军.企业并购中的知识转移与知识整合研究[D].南开大学.2010[3] 韩鹰东.战略驱动型企业并购研究[D].辽宁大学.2011[4] 李铁瑛.中国企业横向整合管理模式选择研究[D].华南理工大学.2011[5] 王艳.阿里“B计划”[J].中国经济和信息化.2014[6] 向志军.浅谈制造业财务成本精细化管理措施[J].企业改革与管理.2014(24)[7] 叶敏霞.不同经济性质企业收购中的财务问题及对策[J].中国集体经济.2010(10)[8] 张建儒.王璐.企业并购财务整合及协同效应评价[J].财会通讯.2015(02)[9] 韩鹰东.战略驱动型企业并购研究[D].辽宁大学.2011[10] 毋立化.企业并购中财务风险产生的原因及对策[N]. 财会信报. 2011-06-13 (C05)[11] 王萍.胡东旭 .企业并购“时间就是敌人”[N]. 企业家日报. 2013-05-20 (021)[12] 李欣.卧龙控股并购ATB协同效应显现[N]. 证券时报. 2012-04-28 (A03)[13] 徐洁云.优酷土豆未了局：1+1能否大于2[N]. 第一财经日报. 2012-05-31 (C01)[14] Morris,Mick,Cherries, Neil [J].Control Engineering, 2013, pp.n[15] A Clear Look at Internal Controls: Theory and Concepts, Babk Jamshidi-Navid,[J].Accounting Horizons，Feb.2010.外文资料翻译译文基于价值链的石油化工企业并购研究摘要基于价值链和跨国并购的理论分析，我们研究的合并和石化产业基础价值链上的收购，根据佩特罗的价值链的特征化学工业。
我们提出的实施过程及并购获取积分的方法基于价值链的石化行业的地位。
关键词：合并；价值培养；整合；模式1.景区简介如今的发展，包括结构调整—世界佩特罗的合并与重组—化学工业是一种表现形式全球资源，如能源的分配。
它主要反映了日益实现的全球分布石化产业链，包括增加全球化的探索，挖掘，提炼，并存储和运输和销售石油天然气。
在2009，中国成为世界上第四大原油生产国与原油生产1亿8900万吨，占世界5.4%总产量和非常接近俄罗斯，沙特阿拉伯和美国。
然而，在2009，中国成为世界上第二大石油消费国石油消费量为3亿9300万吨多。
我国对外贸易依存度高达52%进口量为2亿400万吨。
数据显示在盖茨中国供求危机悖论能量场，使其极端重要海外石油资源，通过兼并的安全中国的能源供应。
在美国进行了一项研究表示，贝恩资本公司，只有24%的企业创造了新的价值通过100家企业之间的合并进行了合并和收购谈判。
已经成功地实现了合并。
而56%企业原有的价值而又不贬低甚至新的价值，尽管他们最初达成合并协议。
因此，如何通过完善的并购管理模式来实现企业跨国并购的预期目标，是并购企业面临的主要问题。
因此，它是MER策略研究意义—德国企业并购以及战略，石化企业跨国经营产业符合中国的现实基础价值链整合的相关理论和视角。
2.并购的理论基础2.1.基于价值链的石油化工产业价值链理论描述一个语料库-波特为整个业务活动划分为多个具体的单位在他的分析肺公司竞争优势。
他叫他们价值创造活动，其功能有差异不同的部分。
价值创造活动主要包括基本活动是指生产、宣传—、运输、售后服务等，并指供应原料的补充活动材料，技术，人力资源，金融和等等. 在林前活动中的活动相互联系—公司价值创造过程的构成及价值创建链，这是一个公司的价值链。
1994，格里菲提出全球商品链的框架，将价值链与组织的全球化。
他对生产链的生产者驱动，以及购买者驱动的基础上的框架进行了比较研究。
早在第二十一世纪，格里菲和同一领域的研究组同意长期全球价值链取代全球商品链的发展中国家企业应该抓住每一个机会，融入全球价值链的第二十一个世纪以来。
石化行业分析价值链石化产业价值链的基本活动包括油田建设和开采，炼油产品的生产，石油和天然气的储存和运输，石化产品和服务的销售等。
2.2.石化产业价值链的辅助活动包括基础设施、人力资源、技术开发和企业的采购油田勘探开发的上游对石化行业来说，这是必不可少的专业一般石油化工生产技术。
它主要包括石油勘探、开发决策、失水—和工程设备采购。
油田建设完成后，油田和相关设备将原油开采，并成为原油。
当进入炼油厂，将原油提炼成各种各样的原油石油的增长，如汽油、柴油和煤油等等等等。
石油和天然气的储存和运输是运输—石化产品的实现过程，其中产品将被转移到下一个生产商或经销商，如将石化产品运送至3月—营销公司与经销商。
销售石油化工产品是最重要的石油化工价值链段。
服务是维护和增加生产过程的过程生产销售价值。
佩特罗衍生物—化工产品包括汽油、柴油和润滑油等等等等。
他们提供不同的服务。
3.基于价值链的企业并购的实施过程合并后的价值链整合是一个专业—分析并购过程。
它定义了功率因数每一节的价值链分析和亲—微尘合并的因素的能力，通过整体价值链的创新能力—企业将开发。
下面的图并购的实施过程基于价值链的企业。
如图3-1所示。
图3-1基于价值链的企业并购的实施过程3.1.价值链分析价值链分析是一种战略分析工具，通过它我们可以认识到创造价值的价值—两国企业参与并购的过程。
它是后续整合的基础。
企业内部价值链分析：企业内部价值链包括基本活动和补充活动。
直接活动和间接创造价值的每一个包括在上述活动。
贸易价值链分析：企业的价值链划分分成两个主要的供应链，分别上游的值链（供应商）和下游的价值链（买家）企业的。
3.2.价值链过程的评估根据波特的价值链理论，对企业建设贡直接对企业的边际利润价值链的基本和辅助活动。
通过对价值链的评估，我们应该能够判断哪些环节是关键性的环节，而在价值链的价值创造过程中，活动是多余的。
3.3.价值链整合兼并和并购后的整合价值链—，主要有价值的改革和重组企业边界的创造过程。
一般说—，有四的企业集成模式，即吸收、共生、保护和控制。
如图2所示。
吸收整合模式：在这种整合模式下，资源的相互价值可共享链，可消除重复链接和企业的经营成本可以削减关闭。
共生一体化模式：并购完成后，“双方仍有独立经营权。
但他们依靠彼此策略和转变他们的管理技能和能力。
保护一体化模式：实现这一整合模式后，进入—并购企业将更少的干预关于合并企业。
独立的权利两者的比例和管理仍有变。
控制一体化模式：双方的资源将整合—综合利用并购这一模式下。
以这种方式，资源的力量和优势将充分利用。
如图3-2所示。
低高战略要求图3-2 高企独立要求3.4.关于整合效应分析价值链：价值链整合的过程是一个过程发现问题和不断改进。
因此，应评估在每一个操作过程，并购整合过程中的问题时间和调整整合计划和策略。
同时，一个反馈的良好循环过程并在时间上的改善可能会形成相应的整合过程。
4.四基本方法4.1.上游价值链整合合并企业的上游价值链价值链的供应商的整合—流价值链的供应商应该切断交易和经营成本的情况下，企业保证供应链的安全性企业后的整合。
4.2.内部价值链整合我们可以全面而具体地理解关于哪些活动可以产生价值的歌剧—通过对内部价值的分析企业链。
具体地说，是内部的—企业的价值链可以集成在跟随—荷兰国际集团。
企业的基础设施整合：企业的基础设施整合是企业的基础设施整合的一部分，作为版权集合的整合。
这是跨境MER第一节—GER与并购整合。
企业整合基础设施是指并购整合合并后的基础设施和固定资产—企业并购的过程后。
MER—该收购可能评估，吸收或皮固定根据其发展被兼并企业的资产—发展战略和经营目标。
人力资源管理的整合：人力资源是一种特殊的资本资源。
它有稀缺性和难以模仿的特点。
结构—企业人力资源的真实性决定了企业的人力资源知识技能，团队精神和创新能力。
在那里—在人力资源整合的过程中，应实现以下几个方面：加强—沟通，留住人才，解决一般EM—获得适当和建立有效的制度环境—勇敢工作人员。
金融一体化：兼并和收购的目标是加强它的竞争力和创造更多的价值，通过重新—源集成。
成本管理，风险控制优化财务管理流程应金融一体化进程中的主要事项。
兼并与收购的协同效应整合应努力实现。
有2种替代模式集成的网络连接—南希：移植模式和混合模式。
当—整体转移移植模式选择或混合模式与相互和谐应该是—确定企业的整合过程。
4.3.下游价值链整合下游价值链整合的价值经销商链。
关于交易的特殊性在汽油和化学方面，各种各样的事情应该被保险在下游价值整合的过程中连锁整合。
第一，统筹交易原油的运输。
其次，企业要注意处理好东道国的交易在获得优惠政策的行动。
第三，狩猎对于新的营销渠道，积极扩大分布—执行市场份额。
第四，推出石油运输计划—站在国内按照国家—尝试的能源战略。
5.结论基于跨国兼并和交流的整合问题是一种集成和管理有形合并企业资源。
这意味着合并收购整合其全球资源整合能力，双方的操作运用。
并购提高核心企业的竞争性和通过其长期利润最大化全球资源配置的行动，本地化操作管理模式，广泛使用全球稀土—全球价值链的来源与整合。
中国石化企业欲植入全球价值链的石化产品通过跨国并购，实现其跨越式发展。
中国石化进入—企业越来越国际化。
各种案件，无论失败或成功，适用于珍贵的重新—中国企业“走出去”研究的来源。
跨境并购的基本整合模式基于价值链的收购被提出线的价值链分析方面。
整个价值链整合分为上游价值连锁整合，内部价值链整合企业下游价值链整合。
外文原文Research for Merger and Acquisition of PetrochemicalIndustries Based on Value ChainABSTRACTBased on the analysis of the theories of value chain and multinational merger and acquisition, we research the merger and acquisition of petrochemical industries based on value chain, according to the trait of the value chain of the petrochemical industries. And we propose the implementation process and the integration method for the merger and acquisition of petrochemical industries based on value chain.Keywords: Merger; Value Train; Integration; Pattern1. IntroductionNowadays the development including structural adjustment, merger and recombination of worldwide petrochemical industries is one of the manifestations of the global distribution of resources such as energy. It mainly reflects the increasingly realized global distribution of the petrochemical industrial chain, including the increasing globalization of exploration, digging, refining process, and also storage and transportation and sales of oil and gas.In 2009, China became the world’s fourth largest crude oil producing country with a crude oil production of 189 million tons which occupied 5.4% of the world total production and very close to Russia, Saudi Arabia, and the United States. However, in 2009, China became the world’s second largest oil consuming countries only after the United States with an oil consumption of as many as 393 million tons. And the ratio of China’s dependence on foreign trade was up to 52% with the oil import amounts to 204 million tons. The data indicates China’s supply and demand crisis paradox in the field of energy, making it extreme important to acquire overseas oil resources by means of merger for the safety of China’s energy supply. In a research conducted by the United Stated BAIN Company, only 24% of the enterprises have created new value through merger among the 100 enterprises which had conducted merger and acquisition negotiations and had successfully realized merger .while 56% of the enterprises disparaged their original value even without creating new value, though they had reached a merger agreement at first. Therefore,how to realize the expected goals through sound merger management model in the process of multinational mergers is the main problem the merger enterprises are facing. Thus, it is significant to research the strategy of merger and acquisition of enterprises as well as strategy for multinational integration of enterprises of petrochemical industries conforms to China’s reality with the basis of relative theory and angle of integration of value chains.2. Theoretical Basis of the M&A of the2.1. Petrochemical Industries Based on Value ChainDescription of Value Chain Theory Potter divided the whole business activity of a corporation into many single specific units in his analysis of corporation competitive advantage . And he called them value creating activity, which functions differently in different sections. Value creating activity mainly includes elementary activity which refers to production, promotion, transportation, and after-sale service and so on, and supplementary activities which refers to supply of raw material, technology, human resources, and finance and so on. The activities connect with each other in the corporation value creating process and constitute the value creating chain, which is the value chain of a corporation . In 1994, Griffin put forward the framework of Global Commodity Chain, associating value chain with organization of globalization. And he conducted a comparative study between the production chains of producer-driven as well as purchaser-driven based on the framework . Early in the 21st century, Griffin and groups of researchers of the same field agreed to substitute Global Commodity Chain with the term Global Value Chain.Enterprises of developing countries should seize every opportunity to integrate into the global value chain since the 21st century. Analysis of Petrochemical IndustriesValue Chain The elementary activities of petrochemical industries value chain include Oilfield construction and mining, refining products production, oil and gas storage and transportation, sale of petrochemical products and service and so on .2.2. the supplementary activities of petrochemical industries value chain include infra-structure, human resources, technology development and the purchase of enterprises.Oil field exploration and development: Oil field exploration and development is the upstream of petrochemical industries and it is essential for the production of general petrochemical production. It mainly includes oil field exploration,exploitation decision, location layout, and engineering equipment purchase. Refining products production:When oil field construction is completed, the oil will be exploited and become crude oil through oil field and relative equipment.When entering into the refinery, the crude oil will be refined and converted into all kinds of petroleum growing such as gasoline, diesel, and kerosene and so on.Oil and gas storage and transportation:Oil and gas storage and transportation is the transportation process of petrochemical products, by which the products will be transferred to the next producer or dealer, such as transporting the petrochemical products to marketing company and franchiser. Sale of petrochemical products :Sale of petrochemical products is the most important section of petrochemical value chain. Service:Service is the process to maintain and add production value after the sale of production. Derivatives of petrochemical products include gasoline, diesel, and lubricant and so on. They offer different service.3.Implementation Process of the Merger and Acquisition ofEnterprises Based on Value ChainThe integration of the value chain after merger is a process of analysis and merger. It defines the power factors of every section by the analysis of value chain and pro-motes the ability of the factors by merger, through which the creative ability of the whole value chain of enterprises will be developed. The following Figure 1shows the implementation process of the merger and acquisition of enterprises based on value chain.Figure 1. Implementation process of the merger and acquisition of enterprises based on value chain.3.1. Value Chain AnalysisValue chain analysis is a strategic analyzing instrument, through which we can recognize the value creating process of bilateral corporations involved in the merger. It is the basis of the follow-up integration. Analysis of the interior value chain of enterprises The interior value chain of enterprises includes basic activity and supplementary activity. Activities of direct and indirect creation of value share included in each of the aforesaid activities. Analysis of the value chain of trades The value chain of trades of enterprises are divided into two main chain units, respectively upstream of value chain (suppliers) and downstream of value chain (buyers) of the enterprises.3.2. Assessment of the Process of Value ChainAccording to Potter value chain theory, the basic and supplementary activities of value chain of enterprises con- tribute directly to the marginal profit of the enterprises.After assessment of value chain, we should be able to judge which links are the key parts and which activities are redundant in the process of value creation of mutual value chains.3.3. Integration of Value ChainThe integration of value chain after mergers and acquisitions are mainly reform and reorganization to the value creation process in Boundary of Firm. Generally speaking, there are four patterns of integration of enterprises, namely types of absorption, symbiosis, protection and control .These are illustrated as in Figure 2. Absorption integration mode Under this integration mode, resources of mutual value chains can be shared, repeated link may be eliminated and costs of the operation of the enterprises can be cut off accordingly. Symbiosis integration mode After the completion of mergers and acquisitions, the two parties involved could still possess independent rights of operation. But they would rely on each other on strategies and shift many of their management skills and abilities.Protection integration mode After the fulfillment of this integration mode, enterprises of mergers and acquisitions would intervene less about the merged enterprises. Independent rights of ope- ration and management are still possessed by the two sides. Control integration mode Resources from both sides would be integrated comprehensively by mergers and acquisitions under this mode. In this way, the power and advantage of the resources would be fully used.high enterprise independent requireLow high strategy require3.4. Analysis about the Effect of the Integration of Value ChainThe process of integration of value chain is a process of problems found and improved constantly. Therefore, enterprises should assess every operation process in the process of merger integration in order to find problems in time and adjust integration plans and strategies at the same time. A good circulation process of giving feedback and improving in time could be formed accordingly in the process of integration.4.Four Elementary Ways Based on Mergers and AcquisitionsIntegration of Value Chain4.1. Upstream Value Chain IntegrationUpstream value chain of merged enterprises means the value chain of its suppliers to the integration of the up- stream value chain suppliers should cut off transaction and operation costs of the enterprises under the condition of the guarantee of the safety of the supply chain of the enterprises after the integration .4.2. Interior Value Chain IntegrationWe can comprehend comprehensively and specifically about which activities could produce value in the operation process through the analysis of the interior valuechain of enterprises. To state specifically, the interior value chain of enterprises could be integrated on the following aspects. Integration of enterprises’infrastructure Integration of enterprises’ infrastructure is part of as Copyright sets integration. It’s the first section of cross border merger and acquisition integration. Integration of enterprises’infrastructure means merger s and acquisitions integrate the infrastructure and fixed assets of the merged enterprises after the process of mergers and acquisitions. Mergers and acquisitions may assess, absorb or peel the fixed assets of the merged enterprises according to its development strategies and operation targets. Integration of human resource management. Human resource is a special capital resource. It has features of rareness and difficulty in imitation. The structure of human resource of an enterprise determines its knowledge skills, team spirits and creative ability. Therefore, in the process of integration of human resource, the following aspects should be achieved: strengthening communication, keeping talents, settling down general employees properly and establishing efficient system to encourage staff members. Integration of finance The goal of mergers and acquisitions is to strengthen its competitiveness and create more value through re-source integration. Costs management, risk control and optimization of financial management process should be the main items in the process of integration of finance. Synergistic effect between mergers and acquisitions and integration should be tried best to achieve. There are two alternative patterns for integration of finance: transplantation pattern and blending pattern. Whether to choose overall transferred transplantation pattern or blending pattern with mutual harmony should be determined by the integration process of enterprises.4.3. Downstream Value Chain IntegrationDownstream value chain integration means the value chain of dealers. Concerning about particularity of trades of petrol and chemistry, various things should be insuredin the process of the integration of the downstream value chain integration. First, plans a whole the transactions of transportation of crude oil. Secondly, enterprises should be aware of dealing well with host country and taking actions in acquiring preferential policies. Thirdly, hunt for new marketing channels actively and expand distributed market share. Fourthly, launch plans of oil transportation into domestic country in accordance with the country’s energy strategy.5. ConclusionsIntegration based on cross border mergers and acquisitions is a way to integrate and manage the tangible resources of merged enterprises. It means mergers and acquisitions combine the operation of the two sides by virtue of its ability to integrate global resources. Mergers and acquisitions improve its core enterprise’s compete and maximize its long term profit through the actions of global allocation of resources, localization of operation management pattern, wide use of global re- sources and integration of global value chain. Chinese petrochemical enterprises desire to implant global value chain of production of petrochemicals through cross border mergers and acquisitions, and achieve its leap forward development. Chinese petrochemical enterprises become more and more internationalized. Various cases, no matter failed or successful, apply precious resources for studying “Going Out”of Chinese enterprises. The basic integration mode of cross border mergers and acquisitions based on value chain is brought out from the aspect of analysis of value chain of lines. The whole value chain integration is divided into upstream value chain integration, interior value chain integration and downstream value chain integration of the enterprises.。