外文翻译---并购支付方式在欧洲的选择

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1、本科毕业论文（设计） 外 文 翻 译 原文： The choice of payment method in European M & A Global M&A activity has grown dramatically over the last ten years, bringing with it major changes in the organization and control of economic activity around the world. Yet, there is much about the M&A process that we do not full

2、y understand, including the choice of payment method. Given the large size of many M&A transactions, the financing decision can have a significant impact on an acquirers ownership structure, financial leverage, and subsequent financing decisions. The financing decision can also have serious corporat

3、e control, risk bearing, tax and cash flow implications for the buying and selling firms and shareholders. In making an M&A currency decision, a bidder is faced with a choice between using cash and stock as deal consideration. Given that most bidders have limited cash and liquid assets, cash offers

4、generally require debt financing. As a consequence, a bidder implicitly faces the choice of debt or equity financing, which can involve a tradeoff between corporate control concerns of issuing equity and rising financial distress costs of issuing debt. Thus, a bidders M&A currency decision can be st

5、rongly influenced by its debt capacity and existing leverage. It can also be strongly influenced by managements desire to maintain the existing corporate governance structure. In contrast, a seller can be faced with a tradeoff between the tax benefits of stock and the liquidity and risk minimizing b

6、enefits of cash consideration. For example, sellers may be willing to accept stock if they have a low tax basis in the target stock and can defer their tax liabilities by accepting bidder stock as payment. On the other hand, sellers can prefer cash consideration to side step the risk of becoming a m

7、inority shareholder in a bidder with concentrated ownership, thereby avoiding the associated moral hazard problems. Unfortunately, due to data limitations, this seller trade off can not be easily measured. Under existing theories of capital structure, debt capacity is a positive function of tangible

8、 assets, earnings growth and asset diversification and a negative function of asset volatility. Firms with greater tangible assets can borrow more privately from banks and publicly in the bond market. Since larger firms are generally more diversified, we expect them to have a lower probability of ba

9、nkruptcy at a given leverage ratio and thus, greater debt capacity. These financing constraint and bankruptcy risk considerations can also reduce a lenders willingness to finance a bidders cash bid, especially in relatively large deals. In assessing potential determinants of an M&A payment method, o

10、ur focus is on a bidders M&A financing choices, recognizing that targets can also influence the final terms of an M&A deal. However,if a targets financing choice is unacceptable to the bidder, then the proposed M&A transaction is likely to be aborted or else the bidder can make a hostile offer on it

11、s own terms. For a deal to succeed, the bidder must be satisfied with the financial structure of the deal. Bidder and target considerations: * Corporate Control Bidders controlled by a major shareholder should be reluctant to use stock financing when this causes the controlling shareholder to risk l

12、osing control. Assuming control is valuable, the presence of dominant shareholder positions should be associated with more frequent use of cash, especially when the controlling shareholders position is threatened. To capture this effect, we use the ultimate voting stake held by the largest controlli

13、ng shareholder. A bidder with diffuse or highly concentrated ownership is less likely to be concerned with corporate control issues. In line with this argument, Martin (1996) documents a significantly negative relationship between the likelihood of stock financing and managerial ownership only over

14、the intermediate ownership range. Therefore, we incorporate the possibility of a non-linear relationship between the method of payment and the voting rights of a bidders controlling shareholder by estimating both a linear and cubic specification for the ultimate voting control percentage of the bidd

15、ers largest shareholder. In our robustness analysis, we also estimate a spline function for this variable. Corporate control concerns in M&A activity can manifest themselves in more subtle ways. Concentrated ownership of a target means that a stock financed acquisition can create a large blockholder

16、, threatening the corporate governance of the acquirer. If the seller is closely held or is a corporation disposing of a division, then ownership concentration tends to be very concentrated. This implies that financing the M&A deal with stock can create a new blockholder in the bidder. While the ris

17、k of creating a new bidder blockholder with stock financing is higher when a target has a concentrated ownership structure, this is especially ture when relative size of the deal is large. To capture the risk of creating a large blockholder when buying a target with stock financing, we employ CONTRO

18、L LOSS, the product between the targets control block and the deals ralative size. The relative deal size is computed as the ratio of offer size (excluding assumed liabilities) to the sum of a bidders equity pre-offer capitalization plus the offer size. The targets controlling blockholder is assumed

19、 to have 100 % ownership for unlisted targets and subsidiary targets. * Collateral, Financial Leverage and Debt Capacity We use the fraction of tangible assets as our primary measure of a bidders ability to pay cash, financed from additional borrowing. COLLATERAL is measured by the ratio of property

20、, plant and equipment to book value of total assets. Myers (1977) argues that debtholders in firms with fewer tangible assets and more growth opportunities are subject to greater moral hazard risk, which increases the cost of debt, often making stock more attractive. Hovakimian, Opler and Titman(200

21、1) find that a firms percentage of tangible assets has a strong positive influence on its debt level. We also control for a bidders financial condition with its leverage ratio, FINL LEVERAGE. Since cash is primarily obtained by issuing new debt, highly levered bidders are constrained in their abilit

22、y to issue debt and as a consequence use stock financing more frequently. A bidders financial leverage is measured by the sum of the bidders face value of debt prior to the M&A announcement plus the deal value (including assumed liabilities)divided by the sum of the book valve of total assets prior to the announcement plus the deal value (including assumed liabilities). This