《兼并与收购 英文版》

Contents1

1Introduction1

Historical pattern of UK takeover activity2

Objectives of mergers and acquisitions4

Merges and acquisitions and business strategy5

The dynamics of the takeover process7

Economic consequences of takeovers7

Cross-border acquisitions8

Corporate divestments9

Strategic alliances as alternatives to acquistions10

Objective of the book10

Outline of the book10

References and further reading12

2 Acquisition motives13

Shareholder wealth maximisation perspective14

Managerial perspeCtive15

Empirical evidence on acquisition motives21

Overview23

References and further reading24

3 Acquisitions and corporate strategy25

Analytical framework for generic strategies27

Corporate strategies for market entry33

Acquisition as strategic choice34

Value creation in different acquisition types35

Value chain analysis for acquisitions38

Acquistion criteria and target profile39

Overview40

References and further reading41

4 Organisational dynamics and human aspects of acquisitions42

A model of the acquisition process43

Managing acquisition decision making48

The post－acquisition integration process50

Political and cultural perspectives of integration52

Problems in integration55

Overview57

References and further reading58

5 Antitrust regulation59

The UK antitrust regime60

Antitrust regulation in the European Union66

Stock market reaction to MMC references74

Antitrust regulation in the USA75

Antitrust regulation in Continental Europe77

Overview78

References and further reading78

Importance of regulating the bid process79

6 Regulating takeover bids79

Takeover regulation in the UK80

Takeover regulation in the USA95

Regulation of takeover bids on the Continent95

Takeover regulation and takeover activity97

Overview99

Further reading99

7Advisers in takeovers101

Role of advisers in acquisitions102

Merchant banks103

Responsibilities of advisers114

Empirical evidence on the impact of advisers116

Overview117

References and further reading118

8 Bid strategies and tactics119

Bid strategies119

Toehold，bid premium and bid outcome125

Bid tactics127

Empirical evidence on bid stratgies130

Empirical evidence on bid strategies from the USA133

Overview136

References and further reading136

9 Target valuation138

Earnings and asset-based valuation models139

Discounted cash flow mode150

Valuation of private companies156

Impact of tax on target valuation156

Acquisitions and employee pension funds157

References and further reading159

Overview159

10 Accounting for mergers and acquisitions160

Accounting rules for business combinations161

Merger relief166

Accounting for goodwill166

Accounting methods in practice171

Accounting for business combinations in other countries174

Overview174

References and further reading175

11Paying for the acquisition176

MethodS of payment for acquisitions177

Tax aspects of payment currency178

Impact of bidder’s financial strategy181

Earnings dilution in a share exchange182

Financing a cash offer187

Financing with loan stock189

Deferred consideration financing190

Overview193

Empirical evidence on the impact of payment method193

References and fUrther reading194

12Defences against takeovers196

Bid resistance motives196

Bid defence strategies197

Impact of defensive strategies202

Cost of defence204

Takeover defence outside the UK205

Overview211

References and further reading212

13Assessing the success of acquisitions213

Defining success213

Acquisitions and shareholders214

Acquisitions and managers221

Acquisitions and employees223

US evidence on success of acquisitions224

Overview226

References and further reading227

14Making acquisitions work229

Survey eVidence on acquisition performance230

Factors contributing to acquisition failure232

survey evidence on the acquisition process233

Evidence on acquisition integration235

Critical success factors236

Acquisitions and the human factor238

IIIustrations of successful acquisition process239

Overview241

References and further reading242

15Corporate divestments243

Rationale for divestments244

Forms of corporate divestment246

Management buyouts and buyins251

Divestments in the USA259

Divestments in Europe262

Overview263

16Cross－border acquisitions265

Alternative overseas expansion strategies266

Recent trends in cross－border acquisitions266

References and further reading269

Motivations behind cross-border acquisitions269

Barriers to takeovers269

Post－acquisition integration273

Survey evidence on international acquisitions274

Overview277

References and further reading277

17Strategic alliances279

Equity and non－equity joint ventures280

Types of strategic alliance280

International joint ventures282

Models of a joint venture285

Structuring a joint venture288

Regulatory issues in joint ventures289

Performance evaluation of joint ventures292

Critical success factors in alliances293

Overview294

References and further reading294

Index296