外文翻译---欧洲、美国的跨国并购经验

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1、 1 外文翻译 原文 1 Cross-border mergers and acquisitions: the EuropeanUS experience 1. Factors motivating cross-border acquisitions In her extensive discussion of the merger and acquisition process McDonagh Bengtsson (1990) proposes that the following factors motivate many companies to acquire foreign fir

2、ms: the desire to spread products and diversify risks geographically； to gain back-up products； to exploit synergies； and to attain economies of scale. However, she cautions that workforce problems, poor facilities, as well as social and technological differences may expose the acquiring company to

3、new risks. Other studies in the area of cross-border acquisitions attribute the pattern of acquisitions to several competing factors, both favorable and unfavorable. The discussion that follows surveys a sampling of these factors, examining first the favorable acquisition variables (i.e. variables t

4、hat appear to influence the firms concerned with cross-border deals), then the unfavorable ones. We pay particular attention to those factors more directly related to the countries under study. 1.1. Favorable acquisition factors Although there are a number of factors that favor acquisition activity,

5、 we focus on those that seem to affect cross-border acquisitions between the US and the EU. These factors include exchange rates, diversification, and economic conditions in the home country, as well as technology and human resources. 1.1.1. Exchange rates Current and forecasted future exchange rate

6、s affect the home currency equivalent of acquisition prices, as well as the present value of future cash flows accruing to the acquired firm； therefore, the dominant effect in any particular case is ultimately an empirical question. Existing studies, predictably, arrive at different conclusions conc

7、erning the role of exchange rates. For example, Froot and Stein (1991) propose that, while there is a relationship between the exchange rates and acquisition activity, there is no evidence that a change in the exchange rate improves the position of foreign acquirers relative to their US counterparts

8、. They contend that when the dollar 我国企业跨国并购财务风险分析及防范 -以 中国移动并购巴科泰尔 为例 2 depreciates, the US becomes a cheaper place for any firm to do business foreign or domestic. In addition, they downplay the relationship between foreign acquisitions and exchange rates, arguing that improved capital mobility le

9、ads to equalized, risk-adjusted returns on international investments. Goldberg (1993) reaches different conclusions. She finds that a depreciated US dollar reduces FDI in American businesses. She also contends that the reverse holds true, that is, if the dollar is strong, one observes an increase in

10、 foreign acquisition of US firms and a downward trend in US acquisitions of foreign firms. However, Harris and Ravenscraft (1991) present empirical evidence that is in contrast toGoldbergs findings. In particular, they contend that a depreciated dollar increases the number of foreign acquisitions of

11、 US firms. 1.1.2. Diversification This argument is based on the empirical observation that the covariance of returns across different economies, even within the same industries, is likely to be smaller than within a single economy. It follows that the prospective acquiring company must first decide

12、on its desired levels of risk and return. Only then should it attempt to identify countries, industries, and specific firms that fall within its risk class. In addition, by acquiring ongoing foreign concerns, companies may be able to circumvent tariff and non-tariff barriers, thereby improving their

13、 riskreturn tradeoff by lowering the level of unsystematic risk.7 1.1.3. Economic conditions in the home country Favorable cyclical conditions in the acquiring firms home country should facilitate cross-border acquisitions as a means for increasing demand and levels of diversification. On the other

14、hand, adverse economic conditions, such as a slump, recession, or capital market constraints, may cause prospective acquiring firms to concentrate on their domestic business while postponing any international strategic moves. 1.1.4. Acquisition of technological and human resources If a firm falls be

15、hind in the level of technological knowledge necessary to compete efficiently in its industry, and it is unable or unwilling to obtain the required technology through research and development, then it may attempt to acquire a foreign firm which is technologically more advanced. In their study, Ceben

16、oyan et al. (1992) support this point, showing that the expansion into new markets through acquisitions allows firms to gain competitive advantage from the possession of specialized resources. 3 1.2. Unfavorable acquisition factors The factors discussed thus far generally tend to encourage firms to

17、make crossborder acquisitions. In contrast, there are other variables that often appear to restrain cross-border combinations. These include information asymmetry, monopolistic power, as well as government restrictions and regulations. 1.2.1. Information asymmetry. Roll (1986) contends that informat

18、ion about a prospective target firm (e.g. marketshare, sales, cash flow forecasts) is crucial in the decision-making process of an acquiring firm. If the necessary information is not available, Roll (1986) argues that the prospective acquiring firm may be forced to delay or discontinue its plans, ev

19、enthough the foreign firm appears to be an attractive target. In contrast, Stoughton (1988) argues that information effects are not always harmful. He points out that the prospective acquirer may be able to obtain information about the target firm that is not available to other market participants.

20、1.2.2. Monopolistic power If a firm enjoys monopolistic power (a difficult prospect in the US, due to antitrust laws), then entry into the industry becomes more difficult for potential competitors, domestic or foreign. Moreover, a monopolist is much more likely to resist a takeover attempt. Other ba

21、rriers to entry that make cross-border acquisitions especially difficult within a monopolistic environment include extensive outlays for research and development, capital expenditures necessary to establish greenfield production facilities, and/or product differentiation through a massive advertisin

22、g campaign. 1.2.3. Government restrictions and regulations Most governments have some form of takeover regulations in place. In many instances, government approval is mandatory before an acquisition by a foreign firm can occur. In addition, there may exist government restrictions on capital repatria

23、tions, dividend payouts, intracompany interest payments, and other remittances. Scholes and Wolfson (1990) for example, discuss periods in the US where regulatory events discouraged acquisition activity； they cite the Williams Amendments and the Tax Reform Act of 1969 as significant legal and regulatory changes that contributed to a significant showdown in merger activity in the 1960s. In addition, Scholes and Wolfson (1990) argue that there was a similar impact resulting from changes in US tax laws in the