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合并是指两种“吸收合并”或“合并建立”。吸收合并发生在一家公司购买另一个和吸收所有的股票，从而建立存在兼并发生所发生两家公司合并，创建一个新的公司，合并后的公司解散。此外，吸收合并作为事实上的收购。因此，“整合”也可以用来指由一个机构合并。在收购中，兼并公司可能试图收购目标公司的某些股票或资产。因此，这里有两种类型的收购：
首先，资产收购，发生在公司收购全部或部分目标企业的资产，目标企业作为法人实体的过程后。第二，当公司收购目标公司相当多的股票时，他们在目标公司中提供管理影响力。
此外，并购可以被称为'敌对'或'友好'。当目标公司的董事会同意时，交易是友好的。相反，当交易违背目标公司董事会的意愿时，交易被认为是敌对的。最后但并非最不重要的一点是，并购也可以分为跨国公司或国内企业，以涉及的公司在何处或从事其工作。在国内并购中，涉及的企业来自同一国家，在同一经济区域或国家内经营。因此，跨国并购是两家公司都位于不同的国家，或是两家公司在相同的经济工作，但他们属于不同的国家。
The literature has observed and increasing investigation about MA in the las two decades Appelbaum et al., 2007 in response to a lot of MA activities along side with the complex situation that appear from the interaction of two parties (Gaughan, 2002). Definition of M&A, in a broad sense, may be implied to many different type of transactions from alliences, purchase, cooperation, joint ventures, management buy-out nad buy-in, change of legal form and even restructuring (Picot, 2002, p.15). However, , Nakamura (2005) argues that using broad definitions could cause confusion and incorrectly comprehend everything from strategic alliances to pure mergers. Therefore, a narrower sense of M&A definition is adopted as below. Merger is the creation of new holding company by combining of two firms (European Central Bank, 2000, Gaughan, 2002, Jagersma, 2005). Acquisition is purchasing shares or assets from another company in order broaden the influence of the management(European Central Bank, 2000, Chunlai Chen and Findlay, 2003), when mutual agreement might not be necessary.
Types of M&A
According to Nakamura (2005, p.18) Mergers are referred to as two types of 'merger by absorption' or 'merger by establishment' (Chunlai Chen and Findlay, 2003, Nakamura, 2005). The absorbing merger happens when one company buys all the stocks of another and the absorbed company stops from existing whereas Establishment merger happens when both firms merge to create a new one while the combined firms are dissolved (Chunlai Chen and Findlay, 2003). Moreover, Nakamura (2005) considered the merger by absorption as as de facto acquisition. Thus the term 'consolidation' could also be used to refer to merger by an establishment (Gaughan, 2002). In acquisition, the acquiring company may try to acquire certain shares or assets of the target company. As a result, here are two type of acquisitions:
Firstly, the assets acquisition (Chunlai Chen and Findlay, 2003) which occurs when a firm buys all or part of the target firm's assets while the target firm stays as a legal entity after the process. Secondly, the share acquisition when a firm buys a significant share of stocks in the target firm which provides them managerial influence in the target company. Moreover, depending on the amount of acquired share of stocks then the acquisition is again classified into three types: (1) majority (50-99%), (2) minority (less than 50%) and (3) complete take over (100% of target's issued shares) (Chunlai Chen and Findlay, 2003, Nakamura, 2005). In fact, acquisitions and mergers are distinct with different outcomes regarding tax liabilities, legal obligations and acquisition procedures (Marren, 1993). However, there is not attempt to separate the acquisition transaction from the merger when speaking about the final outcomes when companies combine together. M&A can be named Vertical, Horizontal or Conglomerate (Gaughan, 2002, Chunlai Chen and Findlay, 2003). In horizontal mergers and acquisitions, the acquiring firms and the target firms are competing companies in the same field. Chunlai Chen and Findlay (2003) argues, because of the international restructuring of many industries, horizontal M&A observed a rapid growth in recent years in response to liberalization and technological change. These figures are seen in industries like automobile, petroleum and pharmaceutical. A good example of mergers and acquisition in this category is the US76 Billion Dollars Merger between two enormous pharmaceutical companies, Smithkline Beecham and Glaxo (MANDA, 2007). Smithkline Beecham's former CEO Jan Leschly, said, the aim of this transaction was R&D synergy in order grab opportunities to drive high revenues since new technologies are emerging rapidly in this particular industry (Carey, 2000 in Harvard Business Review, 2001). However, the combination of companies in buyer-seller or client-supplier relationships is the Vertical merger and acquisition. Transaction cost and uncertainty is being reduced when the two involved firms downstream and upstream linkage within the value chain and to create benefits in the economic scope (Chunlai Chen and Findlay, 2003). Lastly, firms may try to reduce risks and achieve economies of scope by practicing conglomerate M&A where the involving firms have different types of businesses. A good example is when General Foods in 1985 was acquired by Philip Morris for value of US5.6 Billion Dollars (Gaughan, 2002). Furthermore, Mergers and acquisitions can be called 'hostile' or 'friendly'(Chunlai Chen and Findlay, 2003). The transaction is friendly when the board of executive of the target firm agrees to it. On the contrary, the transaction is considered hostile when it is done against the wishes of the target company board. Last but not least, M&A can be also classified as cross-border or domestic with regards to where the involved firms are based or operate their work. In Domestic M&A the involved companies come from the same country and operate within that same economical region or country. Accordingly, the cross-border M&A are two companies are situated in different economies, or the two companies are working in the same economy but they belong to different countries (Chunlai Chen and Findlay, 2003).
Harvard Business Review, 2001. Harvard Business Review on Merger and Acquisition.
U.S.A: Harvard Business school Publishing Corporation
Motives and objectives of M&A:
Understanding the objectives of an M&A can be shown in two perspective. These objectives are to fulfill managerial influence or to maximize the shareholder's wealth. In the perspective of maximizing the shareholders' wealth, the main target behind the transaction between the two companies is to create a maximization of wealth for the shareholders. This happens when the net current value of the investment is in a positive trend. Thus, the other managerial perspective of the M&A can happen in order to maintain growth, risk diversification, use of previous skills and abilities and to avoid being taken over (Sudarsanam, 1995).
The literature on M&A has a significant effort in analyzing the motive behind its transaction. ON the other hand Trautwein (1990) and later Cox (2006) they made a good summary with different theories that you can see in the table below. The suggested motive under different theories, Trautwein (1990) mentioned that M&A creators refer to value creation and the synergy in order to justify the M&A action. Trautwein (1990) also mentioned that is little evidence found about the implied motive in both research and practice by the raider theory process. He also taped into the disturbance theory but it has no consideration for this dissertation as it is on macro-economic level rather that micro-economic. However, Gaughan (2002) explains M&A motives in a more practical way by referring many theories supported with multiple case studies.
So Gaughan has four main motive for the M&A:
M&A is a mean for the companies to grow rapidly.
Economic gains and return are hoped to be achieved by the M&A firms
Creating a large firm with the M&A to gain a better market access which can promise lower capital cost and other financial benefits.
Creating gains by applying a more superior managerial influence on the target business.
Thus, it can be concluded that all the authors had common sense that motives can vary between different M&A deals and it is difficult to simply justify with a singe theory or approach.
Challenges and problems of M&A:
According to Smith (2003),after analyzing many cases he argues that many M&A s fail to achieve their objectives.
Every firm has a unique culture, but there can be similar things between two firms depending on the company management, vision, size and objectives. However, when two firms will merge under one management, the organizational culture becomes a serious problem that needs to be dealt with.
Challenges arise in M&A from leadership,communication and cultural differences and not only from legal or financial problems. However, tremendous studies suggest that the success factors of M&A mainly depend on "culture". Moreover, managers should have awareness about the difference in culture between organizations and avoid the problems by maintaining good communication with the employees, stakeholders and customers (Dell et al. 2001, Kelly et al. 1999, Kearney 1999, Booz-Allen & Hamilton 2001 inPautler 2003). Thus, many mergers fail during the integration process. This normally results due to cultural differences, management, strategy, lack of clear vision and communication delays (Nguyen, Kleiner 2003).#p#分页标题#e#
So the challenges can be in three different parts:
1-Individuals: Whatever is the change in a company like routine or drastic like a merger, is always about the people(Todnem, 2005). The human factor in mergers and acquisitions in recognized as a very important base for it success (Boaten, 2006). The reason is that these individuals are the breathing and living organisms who bring life and prosperity into the company. They create the firms unique culture which is in its industry, management and nationality etc. Thus, this is a reason why persuading these people is very important to achieve the organizational goals and the desired synergy by the M&A. Accordingly, Individual face many challenges during the M&A. Some of the staged based on Fisher's work the personal transition curve can be identified as follows.
A-Fear of the unknown and anxiety: When the the short-term plans for the future are not clear, that brings anxiety for the employees which creates the fear of the unknown. Therefore, they will try to resist the change.
B-Stress and threat leading to the depression: The lack of communication makes the individual feel lost and makes it impossible for them to understand their standing. Feeling ill or doing it as an excuse for a long absence from the company. Fear of the change and the involved uncertainty makes the employees feel threatened from the future and their job security. This even makes the employee look for different jobs instead of focusing on their own. Eventually the production goes down rapidly and the synergies start to dissolve.
c-Integration and Acceptance: When the employees start accepting the facts and change gradually, integration takes place incrementally. Thus, through the process there will be increasing in the employee turnover which also causes a decrease in the intellectual capital and can lead to M&A failure.
2-Lack of effective leadership: Starting from top level management to lower level employees, they all become worried about their job security. This can cause a decrease in the employee commitment to their job and the company they work for and reduced satisfaction at work which leads to a weak performance. The managers also lose their trust and start hesitating to take decisions. Lack of trust leads to isolation from other teams and managers. This leads to breakdowns in communications and creating more anxiety for the employees who need a good confidence and leadership from the executives.
Moreover, the doubt in the managerial abilities leads to more resistance to any change that happens during the M&A.
3-Cultural clash: As mentioned above, the culture is a very important aspect in any M&A.the cultural differences in managerial system and values cause many problems for the employee to adapt successfully which result a "culture clash".
The culture problem is a phenomenon that created the bases of all the resistance Nguyen and Kleiner(2003) from the commitment problems, increasing turnover of the staff, company structure and reduces productivity which ultimately leads to the failure of the M&A.
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