兼并与收购 英文版PDF电子书下载

Contents 1

1 Introduction 1

Historical pattern of UK takeover activity 2

Objectives of mergers and acquisitions 4

Merges and acquisitions and business strategy 5

The dynamics of the takeover process 7

Economic consequences of takeovers 7

Cross-border acquisitions 8

Corporate divestments 9

Strategic alliances as alternatives to acquistions 10

Objective of the book 10

Outline of the book 10

References and further reading 12

2 Acquisition motives 13

Shareholder wealth maximisation perspective 14

Managerial perspeCtive 15

Empirical evidence on acquisition motives 21

Overview 23

References and further reading 24

3 Acquisitions and corporate strategy 25

Analytical framework for generic strategies 27

Corporate strategies for market entry 33

Acquisition as strategic choice 34

Value creation in different acquisition types 35

Value chain analysis for acquisitions 38

Acquistion criteria and target profile 39

Overview 40

References and further reading 41

4 Organisational dynamics and human aspects of acquisitions 42

A model of the acquisition process 43

Managing acquisition decision making 48

The post－acquisition integration process 50

Political and cultural perspectives of integration 52

Problems in integration 55

Overview 57

References and further reading 58

5 Antitrust regulation 59

The UK antitrust regime 60

Antitrust regulation in the European Union 66

Stock market reaction to MMC references 74

Antitrust regulation in the USA 75

Antitrust regulation in Continental Europe 77

Overview 78

References and further reading 78

Importance of regulating the bid process 79

6 Regulating takeover bids 79

Takeover regulation in the UK 80

Takeover regulation in the USA 95

Regulation of takeover bids on the Continent 95

Takeover regulation and takeover activity 97

Overview 99

Further reading 99

7 Advisers in takeovers 101

Role of advisers in acquisitions 102

Merchant banks 103

Responsibilities of advisers 114

Empirical evidence on the impact of advisers 116

Overview 117

References and further reading 118

8 Bid strategies and tactics 119

Bid strategies 119

Toehold，bid premium and bid outcome 125

Bid tactics 127

Empirical evidence on bid stratgies 130

Empirical evidence on bid strategies from the USA 133

Overview 136

References and further reading 136

9 Target valuation 138

Earnings and asset-based valuation models 139

Discounted cash flow mode 150

Valuation of private companies 156

Impact of tax on target valuation 156

Acquisitions and employee pension funds 157

References and further reading 159

Overview 159

10 Accounting for mergers and acquisitions 160

Accounting rules for business combinations 161

Merger relief 166

Accounting for goodwill 166

Accounting methods in practice 171

Accounting for business combinations in other countries 174

Overview 174

References and further reading 175

11 Paying for the acquisition 176

MethodS of payment for acquisitions 177

Tax aspects of payment currency 178

Impact of bidder’s financial strategy 181

Earnings dilution in a share exchange 182

Financing a cash offer 187

Financing with loan stock 189

Deferred consideration financing 190

Overview 193

Empirical evidence on the impact of payment method 193

References and fUrther reading 194

12 Defences against takeovers 196

Bid resistance motives 196

Bid defence strategies 197

Impact of defensive strategies 202

Cost of defence 204

Takeover defence outside the UK 205

Overview 211

References and further reading 212

13 Assessing the success of acquisitions 213

Defining success 213

Acquisitions and shareholders 214

Acquisitions and managers 221

Acquisitions and employees 223

US evidence on success of acquisitions 224

Overview 226

References and further reading 227

14 Making acquisitions work 229

Survey eVidence on acquisition performance 230

Factors contributing to acquisition failure 232

survey evidence on the acquisition process 233

Evidence on acquisition integration 235

Critical success factors 236

Acquisitions and the human factor 238

IIIustrations of successful acquisition process 239

Overview 241

References and further reading 242

15 Corporate divestments 243

Rationale for divestments 244

Forms of corporate divestment 246

Management buyouts and buyins 251

Divestments in the USA 259

Divestments in Europe 262

Overview 263

16 Cross－border acquisitions 265

Alternative overseas expansion strategies 266

Recent trends in cross－border acquisitions 266

References and further reading 269

Motivations behind cross-border acquisitions 269

Barriers to takeovers 269

Post－acquisition integration 273

Survey evidence on international acquisitions 274

Overview 277

References and further reading 277

17 Strategic alliances 279

Equity and non－equity joint ventures 280

Types of strategic alliance 280

International joint ventures 282

Models of a joint venture 285

Structuring a joint venture 288

Regulatory issues in joint ventures 289

Performance evaluation of joint ventures 292

Critical success factors in alliances 293

Overview 294

References and further reading 294

Index 296