On the oversea Merger and Acquisition of China Company (6007 words) Essay Example For Students

On the oversea Merger and Acquisition of China Company (6007 words) Essay On the oversea Merger and Acquisition of China CompanyOn the oversea Merger and Acquisition of China Company1. IntroductionThe global economic integration and global economic liberalization has promoted the fast growth of international merger acquisition (MA). With the deep development of global economy, MA is booming like rising wind and scudding cloud, which has became one of the most important impetus of foreign direct investment (FDI) theories and global economic development. Therefore, comprehensive analyses of relevant theories and practices as well as relevant summaries of experience and lessons in these activities are of big significance. Especially in China, all of those will do much favor in the aspect of improving Chinese enterprises proficiency in the worldwide competition. Despite of some limitations, the features of this dissertation can be summarized as follows:On the basis of related theories of international M;A, this paper chooses some innovative but important prob lems in oversea M;A activities such as financial strategic issues, financial risks and performance appraisal, which are rarely covered in existing literatures on this subject. The study on the financial problems of Chinese oversea M;A is closely according to both successful and failed cases of Chinese enterprises which show a scientific attitude of this dissertation towards this subject. This dissertation has filled in some blank arrears in this subject and hence it has preferable value to helping Chinese enterprises to improve multinational operation and build up global competitiveness in the world. 1.1Research backgroundStigler G. J. (1993) has conducted an investigation on the American large enterprises and pointed out that almost all the large enterprises researched were beneficial from the manner of M;A to some extent and almost all the American large enterprises did not depend mainly on internal expansion to make a difference. Despite the American large enterprises, historically speaking, the development of all the international enterprises across the world had demonstrated this argument and in some degree the history of international enterprises is the history of international M;A. So far there have existed five significant M;A waves in the history since 1870s. The first one occurred in 1870s and the period from 1898 to 1903 was the highlight of it. The first one was focused on the M;A in homogeneous industries which was actually horizontal M;A. The second one, on the contrary, was vertical which happened among enterprises of different levels in homogeneous industry. It ex isted from about 1916 to 1929. Moreover monopolies also appeared in several industries during the second period. From 1950s to the end of 1960s, the third M;A stream happened and it featured M;A diversification among different industries rather than homogeneous industry. From the middle of 1970s to 1980s, it was the time of the fourth one and it was characteristic of hostile takeover and leverage buyout through wide use of financial instrument. With the fast development of globalization, investment liberalization, international trade liberalization and capital market integration, a new highlight happened from the middle of 1990s till now. Compared with the former ones, the latest has many special characteristics. Firstly the scale of it is rather large. From the year of 1990 to the year of 2004, the number of M;A cases across the world has increased from 9000 to 20000 and the money used in relevant fields of M;A has also rose from 290 billion dollars to 1844 billion dollars. According the data from Dealogic which serves as the supplier of global financial data, the total money spend on M;A across the world in 2005 reached 2900 billion dollars which increased by 40% compared with that in 2004 and ranked number one during the period from the year of 2000 till now. Moreover, the money spent on single M;A case has also reached the top of its history. For example, in 2000 American Online purchased Time Warner at the cost of 155 billion dollars. In 1999, Pfizer spent 82.4 billion dollar on the purchase of Warner-Lambert. Exxon took over Mobil at the cost of 8.14 billion dollar in 1998. Then the second characteristic is that the horizontal type of M;A captures the predominant position. Most of the existing M;A events have adopted horizontal manner, namely M;A among homogeneous industry and took place on a large scale. Furthermore, these M;A events have promoted the birth of the largest oil company, the largest financial organisation and the largest electronic communication corporation across the world. Then another characteristic is that M;A is covering more and more industries. The fifth stream not only included emerging industries takeovers of traditional industries but also could be seen in some fields with highly dense technology and capital, such as private care market, financial service, air transportation, oil market and voyage facilities market. International MA has covered those fields frequently. In addition, the electronic communication industry covered one third of the contemporary total MA activities in the year of 2000. Then the MA within emerging industries showed most active and successful. To emerging industry, the technological innovation and development play a crucial role in their survival and sustainability. However, the life cycle of products has decreased much; additionally the risk and cost in the innovation of advanced technologies have increased. In order to obtain new technologies and capture new market share quickly, many enterprises chose the manner of takeover, because its advantages of saving much money spend on development and trade. Moreover this manner also can overcome the shortcoming of incompletion of middle product market and quickly benefit from the products through the expansion of market scale. The last characteristic is the change in the frequency of takeover across the world. Unlike previous time, takeover seemed to be more active in the developing countries rather than in the developed countries. In developed countries this action shows a tendency to decrease while in developing countries it is more and more active. In China the fact that many multinational enterprises take over local ones is not fresh and some excellent enterprises born under the context of opening policy also begin to take over foreign ones. With the help of the strategic policy of opening, Chinese economy received a rapid development and many enterprises began keeping their eyes on outer markets and showed a great interest in entering foreign countries. Since the entry into WTO, with the hope of developing them and gaining global competitive advantages through oversea MA activities, a growing number of Chinese enterprises treated MA as the main manner to conduct foreign direct investment. For example, CNOOC has taken over Unocal, PetrolChina has taken over the PK Petrol Company, TCL purchased the color TV operation of Thomson and Lenovo Company has taken over the PC (private computer) department of IBM. According to data released by Chinese Ministry of Commerce in 2005, there were more than 100 enterprises applied the manner of MA and the money invested in oversea takeover increased fast by the range of 70% in the passed 4 years. Oversea MA has become the most popular way for Chinese enterprises to realize their going out strategy. Oversea takeover covered 54.7% of the total foreign direct investment in 2004. From accurate data, the money used in purchase of foreign companies has increased by 50% in China in the year of 2003, which has reached 7 billion dollars. In general, Chinese enterprises oversea M;A activities all possess a clear strategic and planned intention, aiming at improving their competitive advantages in both the domestic and global market as well as getting diffe rent rare and useful resources. Nevertheless, Chinese enterprises MA strategies are always confronted with a lot trouble. Some received a little achievement while some had to stop in the half way and another even was bogged down in the risk of high loss. The reasons are various but the main ones are the following two aspects. On the one hand, there existed a great gap between Chinese capital market and international capital market, which resulted in the difficulty of financing in oversea takeover. On the other hand, they put all of their energies in the overall strategic objectives while overlook explicit financial designs and detailed plans. Moreover, the lack of professional experts in international MA and skills in financing, the lack of analyses and precaution against the financial risks during the MA process and the lack of ability to improve performance and gain benefits are also serious barriers in the way of Chinese enterprises oversea M;A. 1.2The research aims and objective sFacing serious situations, most Chinese enterprises are still unaware of their own situations in the world, and could not clearly design their financial strategies as well as relevant financial requirements. The consideration of relevant payment ways and financing channels are usually set away. Then Chinese enterprises lack an overall assessment about all kinds of risks and prepare no effective measures, which usually result in the financial problems, loss and bankrupt not speak to realize the previous strategic intentions. In addition, they have not achieved an effective way of performance appraisal These all are the key barriers in the way of Chinese enterprises oversea MA and these also are the objectives that this dissertation will be focused on. From the above mentioned introduction of Chinese background, Chinese enterprises oversea M;A was mainly prevented by financial problems. For one thing, the domestic financial market lacks complete financing channels which made those en terprises have to face serious capital problems. For another, the lack of professionals in the field of international financial management, vague strategies and poor skills all have limited the performance of Chinese M;A practices. Do Chinese enterprises have no hope to conduct successful M;A? How can they manage to overcome their financial barriers? This dissertation chooses the financial perspective and explores the financial problems in Chinese enterprises MA so as to demonstrate that it is feasible for Chinese enterprises to conduct successful MA. In addition, this dissertation also makes detailed suggestions for them. Recently, the research on oversea MA in China from the financial standpoint is still a new field which few have stepped in. However, the study of them has several practical and academic values. This dissertation will analyze these financial problems and hence help Chinese enterprises to make clear their own positions in the world and provide helpful experience and constructive advice in order to promote the further development of Chinese enterprises M;A. moreover, this dissertation is also aimed to fill in the academic blanks in Chinese research on this field and offer some useful references for the subsequent scholars. 2. Literature review2.1The definition and type of oversea Merger and Acquisition Oversea Merger and Acquisition is the strategic behaviors to adjust the borders and scale of enterprises, which can improve the core competitiveness and improve the sustainable profitability. Oversea Merger and Acquisition can divide into three types, that is to say, horizontal merger and acquisition, vertical mergers and acquisitions, and mixed mergers and acquisitions. The horizontal merger is engaged in similar business merger between the two companies in order to enhance economies of scale and market share. The vertical mergers refer to the merger and acquisition activity of expand the companys merger and acquisition prior to or after the merger-related. Mixed merger is the merger and acquisition activity engaged in business activities related to the type of business. 2.2The oversea Merger and Acquisition theory 2.2.1 Motivation theoryThe forces of MA will vary from case to case. However, from the ex isting researches, organizations may conduct MA based on the forces of efficiency, market advantage, descent in trade cost and other factors. Before the descriptions of the following theories, the author identified A Company as the subject that will take over others in the MA and B Company as the object which will be taken over by A. (1) Efficiency theoryWestern scholars received more achievements than Chinese scholars in this field. Weston and other western scholars claimed that corporate MA and replacement of social asset will not only bring potential benefits for the whole society but also result in improvement of efficiency for both the two sides in a deal. Briefly speaking, this theory concludes five secondary theories:The first one is called the theory of synergistic effect on management and it is the incomes arising from increase in efficiency of management through corporate MA activities. This theory proved a positive phenomenon that the improvement in managerial efficiency will bring a growth of corporate profits. This phenomenon can always be seen in the horizontal MA practice. Because the management of resources requires cooperation of certain group and a special managerial method can only perform in a special industry, the synergistic effect will occur when adding the surplus managerial resources of A company to B company whose efficiency of resources organization is relatively low. Lewellen, Loderer Rosenfeld (1985) concluded that there existed a positive relationship between the profits gained by MA and enterprises managerial capacities. This finding supported this theory from other angles and makes this theory more telling. The theory of synergistic effect on operation is the second one. This theory believed that M;A can bring changes in efficiency of operation and the improvement of efficiency will also result in a series of benefits, especially the scale benefit and scope benefit. Unlike the theory of synergistic effect on management, such effect is prevailing on manufactures adopted vertical M;A method. Because manufactures have all kinds of products, the complementary cooperation will create synergistic effects. In addition, owing to taking over several complementary resources from the rivals like the market shares, brands and technologies, synergistic effect on operatio n will also be likely to happen. The third is theory of synergistic effect on finance. This theory convinced that M;A will bring many financial benefits for enterprises. These benefits did always derive from interaction among inherent rules of tax law, accounting treatments practices and securities and this effect usually occurs in the form of pure economic benefits. Myers and Majluf (1984) believed that the financing cost will descend through change the outer financing into inner financing within the field of an enterprise and this way will enhance the synergistic effects on finance and reduce the risks of financing. Next is about diversification theory. It believes that corporate M;A is likely to be caused by the diversification of organizational leaderships and other personnels requirements. Since the organizational leaderships and other personnel can not distract their risks through the capital market like corporate shareholders, they can only turn to diverse kinds of operation in order to increase the benefits of their companies. According to several researches, the diversification of operation in some degree will be doomed to bring about an improvement in corporate performance while an increase in excess will lead to descent in the performance. Generally speaking, diversification can be realized through both M;A and inner development. However, under the context that lacks necessary resources and that industry requirements are saturated, the M;A is a wiser method to capture positive opportunities to realize diversification. Therefore, M;A forced by this factor can exist at any time. The last one is underassessment of true value theory. This theory believes that the happening of M;A is based on the reason that A Company recognized the market prices of B Company was lower than Bs inherent true value. This phenomenon may arise from the following aspects. Firstly, the B Company has not fully developed its own potential. Then maybe the A company has obtained s ome inner information on Bs inherent true value which is not released in public. At last, it may be caused by difference between market price and cost replacement which because of factors like inflation. Tobin J identified the ratio of them as Q-Ratio namely the ratio between stock price and replace cost. When the Q-Ratio of B Company is higher than one, the possibility of M;A is lower. Otherwise the possibility of being taken over is higher. Should We Have Dropped The Atomic Bomb? EssayUnbalance in foreign investment theory: this argument was proposed by Thomas W. Roehl in the year of 2001. Roehl demonstrated the importance of FDI during the forming process of corporate competitive advantages from the perspective of balance of corporate asset. This theory suggests that those enterprises with relative unbalance of assets like the lack of technological advantages and the lack of ability to scaled economic benefits should adopt the manner of FDI to gain the compensative assets in the foreign markets and hence to balance its corporate assets, greatly improve competitive abilities and fundamentally enhance its strategic situation. Therefore, FDI is an effective way for inferior enterprises in developing countries to enhance their competitive power and catch up with others. 3. Methodology3.1Research PhilosophyThis paper is used the positivism research philosophy. To master the research philosophy can help the researcher have better understanding how choose the research methods to be implementing in the project, so the whole research strategy is clarified. And a better understand of the research philosophy enable us better creative idea in either selection or adaptation of methods which is outside the researchers experience. 3.2Research MethodThere are two distinctive research methods, that is, qualitative and quantitative research methods. The former focuses on the study in which the information that is gathered is done so in a descriptive method. The second method is the quantitative research method. This study will try to incorporate all the needed information and thus will combine both the qualitative and quantitative research method. While the research will be using statistical means for the interpretation of the data, descriptive assessment will also be combined to give the researcher more insight concerning the oversea Merger and Acquisition of China Company. 3.3Data Collection Design3.3.1 Secondary data designThe researcher first identified the scope of the literature, and then searched the information targeted. The sources and the time of the information can be limited for collecting the valuable and the typically significant information, Chinese and foreign languages included. The materials com e from the academic achievement at home and abroad, such as the academic works related and the journal papers. The data base of Academic Research Library of Proudest Company and the sites (www.emeraldinsight.com ) are also used to search for the available things.The researcher inspected and studied the related books and papers carefully, through the library information network and the search engine to guarantee the reliability and validity of the information.Due to the difficulty in obtaining the quantities information, quality information was used in this research. The literature cited in the study, as well as the legal provisions possibly to be used will be marked with the author, provenance, and the date of the publication or the promulgation. The validity and reliability of the data to be used for research were ensured by the author.This project at least needs five or six weeks to be completed. In the first week, the author gathered useful data and literature, discussed with sup ervisor for main directions and then completed literature review, first draft and final version in the time order. 3.3.2 Primary data designFor the dissertation is supposed to use the cases of Lenovo and TCL. The author interviewed with senior mangers and staff in both of them and their competitors as well as some authorized experts in this field to gain more accurate information. The following is about some selected opinions of them:Liu chuan zhi, former President of Lenovo hold it that one crucial factor of this acquisition is that IBM is anxious to set apart its PCD and sell it to Lenovo. And because of this factor, the acquisition is not likely to be replicated. Yang Yuan qing, the present of Lenovo, believes that cooperation of Lenovo and IBM should comprise brand, scale and efficiency. Ward, former IBM PCD president, the incumbent CEO of the new Lenovo, comments that Lenovo and IBM can compliment each other in the intercontinental markets on the basis of IBMs market networkOne of the employees from the former Lenovo also considers the acquisition as a positive move with high risk and hopes that it will turn out to a successOne of the employees from former IBMs PCD is not optimistic about this acquisition and the doubts whether Lenovo is competent of acquiring IBMs PCD and whether Lenovo is able to fairly pay the staff of IBMs PCD, many of whom are thinking of switching jobs. One of the distributors of Lenovo takes the acquisition as a positive thing for Lenovos channels for it will provide Lenovo with more channels as well as deduce Lenovos competitors. Meanwhile, both Lenovo and IBM have to acquaint themselves with each others channels. Dell is the one of the main competitors of Lenovo in Chinese market. The president of Dell forecasts that Lenovos acquisition of IBMs PCD is not likely to achieve success since most cases of acquisition in the PC industry ended up with failureSunqiufang, Marketing Director of AMD, China, states that since both Lenovo and IBM are clients of AMD the acquisition will promote, instead of hampering, cooperation between AMD and Lenovo. To sum up, insiders and distributors are optimistic towards the acquisition while competitors hold pessimistic view about it, employees diverge in this issue and suppliers make a few remarks while perspectives of professional experts from academics are more or less optimistic. Philippe de Marcillac, vice president of IDCs international business views that Lenovo acquired IBMs PCD in a perfect time Timothy Bresnahan, economist from Stanford University considers the acquisition as a inspiring phenomenon when Sino-American relations become increasingly complexChenmingjian, CEO of The East High St. comments that this acquisition is the landmark signifying that Chinese enterprises establish themselves in the global IT industryThe CEO of TCL, Dongsheng Li, said that this period is the most difficult stage in the history of TCL Barron. a famous German economic analyst said, Schineider Electric taken over by TCL has a preserving social image which was considered less advanced than TCL in public. The impulse of quick entry into oversea market and the fetishism of foreign famous brands made TCL spend little time on professional and deliberate examinations, which are doomed to result in lost. 3.4Limitations and further studyConsidering the limitation of the time and the accessible academic resources, it is a not-so-perfect dissertation to express the authors thinking and research works. If there are more enough time and investigation and analysis, there will be a more perfect one.The author knows clearly that the problem that Chinese enterprises face both in the integration process and more importantly, after the integration, is complex and challenging. Chinese oversea M;A activities at present are inclined to fail. The reason leading to the failure is interesting and valuable. From western M;A, Chinese enterprises can learn many things to promote their acquisition more effectively and economically. In the context of fierce industrial competition, how to respond properly to the competitors market activities is also a problem which in this paper is not enough described. In addition, the problems occurring in the process of performance appraisal are also not involved becaus e the lack of necessary materials.The feasibility for Chinese enterprises to conduct oversea MA activities has been proved true and relevant recommendations are also given. However, they are too simple and summarized and academic, further study should pay more attention on the appraisal of these measures. One aim of the system engineering is to study how one organization to suit the uncertain external circumstance by means of adjusting its own objectives and products strategies. For example, in terms of the case of Lenovo, in an atmosphere which stresses the collectivism, how to integrate the Research and Development and Engineering power of IBM PCD and not loss its creativity and inspiration and technology-oriented culture is one of the most important challenges. The low-end brand image Lenovo possesses also needs profound internal changes and revolutions, which needs a comprehensive solution. In this dissertation, there are more assessment and analysis of the acquisition than a cl ear responding strategy, even if the assessment and analysis is the basis of further works. So the further work the author thinks should contain the following four aspects: a comprehensive comparison and learning of different MA cases; a proper response mechanism to the progressive and ambitious market activities; a proper integration of different culture and thinking; how to establish a high-end brand image using comprehensive methods such as the ads, the cooperation with the sports activities. In conclusion, the further work can focus on the formation and implementation of a clear and comprehensive acquisition strategy. 4. findings and discussion4.1case study :overseas M A of TCL Group 4.1.1 brief introduction of TCL Group4.1.2 overseas M A Events of TCL Group4.2overseas M A of color TV of TCL Group4.2.1 industry background 4.2.2 overseas Mergers and acquisitions of Schneider 4.2.2.1 brief introduction of transactions each other 4.2.2.2 M A process of TCL Schneider 4.2.2.3 motives analysis of TCL M A Schneider4.2.2.4 findings and discussion on the TCL Schneider merger (1)The feasibility of oversea MA for TCL Schneider mergerAnalyses from the angle of motivation theoryAnalyses from the angle of FDI theory(2) Financial strategic problems in oversea MA activitiesBasic knowledge of financial strategyTypical findings in China(3)Chinese enterprises financial strategic problems in oversea M;A activitiesFinancial environment of oversea M;AFinancial strategies of oversea M;A(4) problems of TCL M ; A SchneiderThe selection of B (the objective in M;A) is inappropriateThe price is unreasonableLack the abil ity to control the financial risksMuch trouble in integration after M;ALack of the assist of professional intermediaries(5)Risks of M;AGlobal findingsAnalyses of Chinese enterprises MA risksChapter 5: Conclusion and Recommendation5.1 Overseas M A strategic choice 5.2 Partner Selection 5.3 The target companys assets assessment 5.4 Overseas M ; A low-key strategy 5.5 Overseas M ; A Cultural IntegrationReferences