中国国有企业跨国并购战略研究

作者:张欣

出版:清华大学出版社

年代:2017 更多图书信息

图书简介

本书系统研究了中国国有企业跨国并购的典型案例和相关理论问题。全书共分9章,首先介绍了国有企业跨国并购的背景信息,然后分别介绍了市场渗透、市场开发、产品开发、多元化等不同类型的跨国并购案例,最后针对国有企业的频繁并购行为、跨国并购绩效评价以及“一带一路”背景下跨国并购的新趋势等理论问题进行了研究。
本书综合运用案例研究法与计量研究法,一方面通过选取典型案例,分析不同并购战略的运作要点;另一方面,运用计量分析方法,对国有企业的并购行为和并购绩效进行定量分析,为完善相关理论提供了经验证据。

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编辑推荐

本书系统研究了中国国有企业跨国并购的典型案例和相关理论问题,,对国有企业的并购行为和并购绩效进行定量分析,为完善相关理论提供了经验证据。

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目录

第1 章 导论 ··········································································································1
1.1 国有企业跨国并购的背景与动因 ····························································2
1.1.1 国有企业跨国并购的背景 ·············································································· 3
1.1.2 国有企业跨国并购的动因 ·············································································· 8
1.2 跨国并购战略的制定、执行与评价 ······················································10
1.2.1 企业战略目标的制定与并购模式选择 ························································ 11
1.2.2 并购战略的执行 ···························································································· 13
1.2.3 并购绩效的评价 ···························································································· 14
1.3 跨国并购中的政府审批 ··········································································15
1.3.1 中国政府的审批 ···························································································· 16
1.3.2 东道国政府的审批:美国例证 ···································································· 21
1.3.3 政府监管对于中国企业跨国并购的影响 ···················································· 24
1.4 中国国有企业跨国并购现状 ·································································25
1.4.1 交易数量与金额 ···························································································· 26
1.4.2 投资行业 ········································································································ 29
1.4.3 投资目的地 ···································································································· 30
第2 章 市场渗透战略:中海油服并购挪威AWO ·································33
2.1 企业战略与并购背景 ··············································································34
2.2 目标公司的选择 ······················································································36
2.3 交易过程 ··································································································38
2.3.1 初步接触 ········································································································ 38
2.3.2 前期准备工作 ································································································ 39
2.3.3 尽职调查与价值评估 ···················································································· 41
2.3.4 交易成交 ········································································································ 43
2.3.5 融资与交割 ···································································································· 44
2.4 整合及后续发展 ······················································································46
2.4.1 公司财务状况分析 ························································································ 48
2.4.2 平台管理和使用情况 ···················································································· 49
2.4.3 并购交易的遗留问题 ···················································································· 50
2.5 总结与反思 ······························································································52
第3 章 市场开发战略:中联重科并购意大利CIFA ····························57
3.1 企业战略与并购背景 ··············································································58
3.1.1 中联重科公司简介与并购重组历程 ···························································· 58
3.1.2 中联重科的国际化战略 ················································································ 60
3.1.3 意大利CIFA ··································································································· 62
3.1.4 战略目标 ········································································································ 64
3.2 组建团队 ··································································································65
3.2.1 弘毅投资 ········································································································ 66
3.2.2 曼达林基金 ···································································································· 67
3.2.3 高盛集团 ········································································································ 68
3.3 交易过程 ··································································································69
3.3.1 并购估值 ········································································································ 70
3.3.2 交易结构设计 ································································································ 72
3.3.3 资金来源 ········································································································ 74
3.4 整合及后续发展 ······················································································76
3.4.1 整合协同的措施 ···························································································· 76
3.4.2 公司财务状况分析 ························································································ 77
3.4.3 并购后续发展 ······························································································· 78
3.5 总结与反思 ······························································································80
第4 章 产品开发战略:中国化工的系列跨国并购 ·······························85
4.1 中国化工集团简介 ··················································································86
4.2 中国化工的国际化战略 ·········································································88
4.3 中国化工跨国并购历程 ··········································································89
4.4 中国化工的跨国并购经验 ······································································92
4.4.1 注重核心技术的收购 ···················································································· 92
4.4.2 注重把握并购时机 ························································································ 94
4.4.3 注重并购后的文化融合 ················································································ 95
4.4.4 注重学习式并购 ···························································································· 96
第5 章 多元化战略:中粮集团并购荷兰Nidera 和来宝农业 ···········99
5.1 企业战略与并购背景 ············································································100
5.1.1 中粮集团简介 ······························································································ 100
5.1.2 中粮集团的多元化战略 ·············································································· 101
5.1.3 跨国并购的动因 ·························································································· 102
5.1.4 目标公司简介 ······························································································ 103
5.1.5 战略目标 ······································································································ 104
5.2 交易过程 ································································································105
5.2.1 组建团队 ······································································································ 105
5.2.2 达成协议 ······································································································ 106
5.2.3 交易完成 ······································································································ 106
5.3 整合及后续发展 ····················································································107
5.3.1 并购后的整合规划 ···················································································· 107
5.3.2 三分归一 ······································································································ 108
5.3.3 理想与现实 ·································································································· 109
5.4 总结与反思 ····························································································110
第6 章 国企并购中的高管晋升锦标赛 ····················································113
6.1 问题的提出 ····························································································114
6.2 相关文献综述 ························································································115
6.3 理论分析与研究假设 ············································································118
6.4 样本与研究设计 ····················································································120
6.4.1 研究设计与实证模型设定 ·········································································· 120
6.4.2 变量选择与定义 ·························································································· 121
6.4.3 数据来源与样本筛选 ·················································································· 122
6.5 实证结果及分析 ····················································································123
6.5.1 并购次数对国企高管职位变更的影响 ······················································ 123
6.5.2 市场化水平的影响 ······················································································ 127
6.5.3 稳健性检验 ·································································································· 129
6.6 本章小结 ·······························································································131
第7 章 国有企业跨国并购绩效评价 ························································133
7.1 并购绩效评价方法概述 ········································································134
7.2 事件研究法简介 ···················································································135
7.2.1 定义事件 ······································································································ 135
7.2.2 设定时间窗口 ······························································································ 135
7.2.3 计算股票和指数的实际收益率 ·································································· 136
7.2.4 估计股票i 的β 系数 ··················································································· 136
7.2.5 估计股票i 的正常收益率 ··········································································· 137
7.2.6 计算股票i 的超额收益率 ··········································································· 137
7.2.7 计算股票i 的累计超额收益率 ··································································· 137
7.2.8 显著性检验 ·································································································· 137
7.3 研究样本及实证分析 ············································································138
7.3.1 研究样本 ······································································································ 138
7.3.2 短期价值效应及变动趋势分析 ·································································· 138
7.3.3 显著性检验 ·································································································· 139
7.3.4 经营业绩分析 ······························································································ 140
7.4 结论与启示 ····························································································141
第8 章 “一带一路”倡议与国有企业跨国并购 ····································143
8.1 “一带一路”背景下国有企业跨国并购的新趋势 ······························144
8.1.1 投资重心区域开始转移 ·············································································· 145
8.1.2 投资行业分布发生变化 ·············································································· 146
8.1.3 国企角色定位逐渐转变 ·············································································· 147
8.2 “一带一路”背景下国企跨国并购面临的挑战 ··································149
8.2.1 部分国家对“一带一路”倡议存有疑虑,提升了并购难度 ·················· 149
8.2.2 投资环境复杂,加剧了并购风险 ······························································ 150
8.2.3 战略目标不明确,缺乏科学规划 ······························································ 151
8.2.4 并购资金来源单一,融资能力有限 ·························································· 152
8.3 未来展望 ································································································153
8.3.1 深化互利互信,寻求可持续发展 ······························································ 154
8.3.2 加强风险识别与评估,构建多维风险管控体系 ······································ 155
8.3.3 制定科学的战略规划,完善评价和追责机制 ·········································· 156
8.3.4 进一步丰富和创新融资安排,实现融资渠道多元化 ······························ 157
第9 章 总结与启示 ························································································159
9.1 跨国并购应以企业发展战略为导向 ····················································160
9.2 并购经验对于跨国并购成败至关重要 ················································161
9.3 跨国并购要坚持市场化原则 ································································162
9.4 重视并购后的企业整合,尤其是企业文化整合 ································163
9.5 跨国并购并不是国际化经营的唯一选项 ············································165
参考文献 ···············································································································167
后记 ························································································································171
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作者:张欣
出版:清华大学出版社

ISBN:9787302487043

出版日期:2017-11-01

清华大学出版社

清华大学出版社

清华大学出版社成立于1980年6月,是由教育部主管、清华大学主办的综合出版单位。植根于“清华”这座久负盛名的高等学府,秉承清华人“自强不息,厚德载物”的人文精神,清华大学出版社在短短二十多年的时间里,迅速成长起来。作为来自一流大学的出版单位,清华大学出版社始终坚持弘扬科技文化产业、服务科教兴国战略的出版方向,把出版高等学校教学用书和科技图书作为主要任务,并为促进学术交流、繁荣出版事业设立了多项出版基金,逐渐形成了以出版高水平的教材和学术专著为主的鲜明特色,在教育出版领域树立了强势品牌。目前,清华版教材已在全国一百多所院校得到广泛使用。高品质、多层次的计算机图书是清华大学出版社的一大品牌支柱。20世纪80年代末,在席卷全球的信息化浪潮中,清华大学出版社快速切入计算机图书市场,逐渐成为并一直保持这一市场的领先地位,为发展中国计算机教育做出了巨大贡献。

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