经济财务外文翻译 --欧洲、美国的跨国并购经验

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1、 1 Author: R.J. Kish. Nationality: Amarica Originate form: Journal of Multinational Financial Management 1998(8) 43443 作者：基什 国籍：美国 出处： 跨国公司财务管理 ，第 8 卷，第四期， 1998 年 11 月 ， 434-437 原文 1 Cross-border mergers and acquisitions: the EuropeanUS experience 1. Factors motivating cross-border acquisitions In h

2、er extensive discussion of the merger and acquisition process McDonagh Bengtsson (1990) proposes that the following factors motivate many companies to acquire foreign firms: the desire to spread products and diversify risks geographically； to gain back-up products； to exploit synergies； and to attai

3、n economies of scale. However, she cautions that workforce problems, poor facilities, as well as social and technological differences may expose the acquiring company to new risks. Other studies in the area of cross-border acquisitions attribute the pattern of acquisitions to several competing facto

4、rs, both favorable and unfavorable. The discussion that follows surveys a sampling of these factors, examining first the favorable acquisition variables (i.e. variables that appear to influence the firms concerned with cross-border deals), then the unfavorable ones. We pay particular attention to th

5、ose 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, we focus on those that seem to affect cross-border acquisitions between the US and the EU. These factors include exchange rates,

6、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 rates affect the home currency equivalent of acquisition prices, as well as the present value of future cash flows accruing to the acq

7、uired firm； therefore, the dominant effect in any particular case is ultimately an empirical question. Existing studies, predictably, arrive at different conclusions concerning the role of exchange rates. For 2 example, Froot and Stein (1991) propose that, while there is a relationship between the e

8、xchange 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. They contend that when the dollar depreciates, the US becomes a cheaper place for any firm to do business foreign or domestic.

9、 In addition, they downplay the relationship between foreign acquisitions and exchange rates, arguing that improved capital mobility leads to equalized, risk-adjusted returns on international investments. Goldberg (1993) reaches different conclusions. She finds that a depreciated US dollar reduces F

10、DI in American businesses. She also contends that the reverse holds true, that is, if the dollar is strong, one observes an increase in 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

11、in contrast toGoldbergs findings. In particular, they contend that a depreciated dollar increases the number of foreign acquisitions of 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

12、 industries, is likely to be smaller than within a single economy. It follows that the prospective acquiring company must first decide 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 addit

13、ion, by acquiring ongoing foreign concerns, companies may be able to circumvent tariff and non-tariff barriers, thereby improving their 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

14、 home country should facilitate cross-border acquisitions as a means for increasing demand and levels of diversification. On the other hand, adverse economic conditions, such as a slump, recession, or capital market constraints, may cause prospective acquiring firms to concentrate on their domestic

15、business while postponing any international strategic moves. 1.1.4. Acquisition of technological and human resources If a firm falls behind in the level of technological knowledge necessary to compete efficiently in its industry, and it is unable or unwilling to obtain the required technology throug

16、h research and development, then it may attempt to acquire a foreign firm which is technologically more 3 advanced. In their study, Cebenoyan et al. (1992) support this point, showing that the expansion into new markets through acquisitions allows firms to gain competitive advantage from the possess

17、ion of specialized resources. 1.2. Unfavorable acquisition factors The factors discussed thus far generally tend to encourage firms to make crossborder acquisitions. In contrast, there are other variables that often appear to restrain cross-border combinations. These include information asymmetry, m

18、onopolistic power, as well as government restrictions and regulations. 1.2.1. Information asymmetry. Roll (1986) contends that information 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 i

19、nformation is not available, Roll (1986) argues that the prospective acquiring firm may be forced to delay or discontinue its plans, eventhough the foreign firm appears to be an attractive target. In contrast, Stoughton (1988) argues that information effects are not always harmful. He points out tha

20、t the prospective acquirer may be able to obtain information about the target firm that is not available to other market participants. 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 diff

21、icult for potential competitors, domestic or foreign. Moreover, a monopolist is much more likely to resist a takeover attempt. Other barriers to entry that make cross-border acquisitions especially difficult within a monopolistic environment include extensive outlays for research and development, ca

22、pital expenditures necessary to establish greenfield production facilities, and/or product differentiation through a massive advertising campaign. 1.2.3. Government restrictions and regulations Most governments have some form of takeover regulations in place. In many instances, government approval i

23、s mandatory before an acquisition by a foreign firm can occur. In addition, there may exist government restrictions on capital repatriations, 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