企業擴大事業規模其中重要的策略，就是透過併購的手段，快速取得市場佔有率與人才，2009年五月凱基證券以290億的金額拿下台證證券，與台証證券2009年第一季季報淨值比較，溢價48%，相當於以每股21.88元併購，由於證券業的營收變動幅度極大股市的漲跌有相當的關聯，本文嘗試利用評價模型探討此合併價格是否合理。 本研究以帳面價值、市價淨值比、本益比及自由現金流量等方法計算台証證券的價格，並做相關敏感性分析，實證結果顯示，帳面價值評價法、市價淨值比評價法、本益比評價法均顯示凱基證券投資台証證券的價格過高，但是以自由現金流量折現法則與此次併購台証證券的價格較接近。 考量併購後，讓凱基證券由第八名券商一躍成為市場第二名的券商，所獲得到的綜效，顯示凱基入主台証證券的合併價格可能已納入前瞻性的策略性的競爭因素的考量 / When enterprises want to expand their business scale,one of the important strategies is through mergers and acquisitions , to obtain market share and manpower. KGI Securities merged Taiwan Securities with NT$290 billion dollars in May 2009 , and the acquisition price represents a 48% premium, compared to its book value .Because securities industry revenues fluctuate according to the stock market's circles to a great degree, the question that this thesis want to answer is whether the acquisition price is reasonable or not? This study uses Book Value Method, Price/Book Value Ratio method, Price/Earning Ratio method and Free Cash Flow Discount Model to calculate the fair value of Taiwan Securities, The fair value according to the book value price, P/E ratio methods show that the acquisition price is too high. However, free cash flow method indicate that the acquisition price of Taiwan Securities is close to its fair value. Because of the merger and the acquisition of Taiwan Securities, KGI Securities improve its ranking to the second from the eighth of the brokerage market shares, which indicate that acquisition price has taken into concern the strategic synergy for KGI Securities.

. / Corporate acquisitions are classified as part of “the market for corporate control” in which management teams are facing constant competition from other management teams. If the team that currently controls a company is not maximizing the value of the company’s assets, then an acquisition will likely occur and increase the value of the company by replacing its poor managers with good managers. This dissertation focus on two issues on mergers, the first compares the strategy between mergers and joint ventures. The second investigate how much liquidity should the acquirer preserve and what is the equilibrium price of the acquired firm in considering the merger strategy. Drawing upon the incomplete contract theory, I examine the criterion of the strategic choice between joint ventures (JVs) and mergers when two firms contemplate vertical integration. The model reaches the following conclusions: (1) some ownership provision to the acquired company after the mergers may prove to be more lucrative to the acquirer than 100% takeover; (2) given the same equity share arrangement for JVs and mergers I conclude that these two firms should choose to merge or be merged rather than JVs; (3) I derive the optimal equity share arrangement in both JVs and mergers when ownership provision is considered as a strategic means. In addition, I also compare the welfare and effort of both companies in JVs and mergers under symmetric cost structures, and find that mergers would provide greater social efficiency and welfare than 50-50 JVs when the acquirer’s equity share is between 30% and 65%. Firms are concerned that they may in the future be deprived of the funds that would enable them to take advantage of exciting growth prospects, strengthen existing investments or simply stay alive. I specifically examine a firm’s liquidity need in order to grasp any future opportunity of mergers and acquisitions. However, a firm’s manager (borrower) can shed his interim wrongdoings (misbehavior) under the pretext of further financial need for mergers and acquisitions because he knows that he can easily raise sufficient cash from lenders to cover any adverse shock. My study derives the conditions that when this soft-budget-constraint (SBC) problem will occur. It happens when the interim income is small. Moreover, I analyze how the purchase price of acquisition is affected by this soft-budget-constraint syndrome. If there is SBC problem, the acquisition price will be raised by the investors when the interim income is small. Besides, a firm with severe moral hazard problem will be merely able to offer a smaller purchase price for the acquisition. On the contrast, a firm with a stronger balance sheet will be able to secure a greater credit line and offer a more attractive price for the acquisition. The empirical study of U.S. firms during 1988 to 2006 supports my conclusions.