Abstract After many years¡¦ M&A, the IC Packaging and Testing Industry show the trend of ¡§The big ones get bigger¡¨. The mainstream management styles of Packaging and Testing industries that run apparently into high capital intensity are the conglomerate by subsidiaries, or virtual group through M&A or equity investment. Under the inferiority of limited resources and cost competence, the small medium size of Packaging and Testing factory face the merged future. Therefore, it should find some adequate survival strategy. Under current circumstance, the fastest method for facing the powerful competitive pressure is M&A. Due to the fact the capital of IC Packaging and Testing are huge, and most stocks have been went public, the most available method of M&A is the share-for-share Exchange or mixed payment by cash or common stock. If it involves the common stock exchange, the study for exchange rate will become very important. This study is aimed at the related problem of share for share exchange. We use the Share-for-share Exchange model developed by Larson and Gonedes in 1969 as the basis and do some extension. We also use the dividend behavior decrease model developed by Marsh and Merton in 1987 to resolve the P/E ratio estimation problem simultaneously. The researched objects are Siliconware Precision Industries Co., Ltd ¡BGREATEK electronic¡B and IST International Semiconductor Technology Ltd. Besides, this study will also do small change in L-G model to suit the merger problem of the three IC Packaging and Testing companies. The result shows that the reasonable negotiation of share-for-share exchange by L-G model can provide both sides a negotiated or mediated bottom line and also imply that this message will provide substantial assistance for both sides.

This paper analyzes the opportunities and challenges Chinese state-owned enterprises (SOEs) confronted during the economic transition from planned economy to market economy in China. In a string of SOEs reform events, Chinese government is in strong hopes of improving Chinese economic system and SOEs management efficiency by attracting foreign capital inflow. Merger and acquisition are the present global phenomenon. With current successful foreign direct investment (FDI) trends and strategies in China, more and more FDI entered the Chinese market by merging Chinese enterprises and achieved corporate goals. However, it is apparent that the motives of FDI differ from those of Chinese enterprise being merged, therefore the following potential consequences arise with China¡¦s open policy for FDI: what impacts do FDI bring to China? Does FDI in fact reform SOEs? Are SOEs¡¦ efficiency improved, in terms of financial and management, after merged by FDI? Is FDI¡¦s entry to Chinese market without difficulties? The paper intends to answer the above questions.

The main purpose for this paper is to study how we should focus on and its management during business merger and acquisition so that we could achieve the goal what we wanted successfully. The study can have several structures as follows: 1. How to announce the message of M&A to outside is pretty important to avoid any rumor happened --- Philips PPCK in this sample did well by: (1) Corporate Centurion Meeting (2) Business Strategy Review Meeting (3) Senior Staff Meeting (4) Town Meeting (5) Philips Components¡¦ memo 2. Re-plan the business strategy to bring up the morale of employees (1) PPCK¡¦s vision --- ¡§Keep creative and innovative to sustain its value¡¨ (2) The evaluation for long-term strategies and priority setting of 1999 strategy. (3) Build up ¡§One Unit Concept between the company and the employees¡¨ (4) Listen to voice from employees and (5) The comments from Labor Union 3. Build up the communication channel in full support in different ways (1) Make the communication process transparently (2) Management Team offer appropriate directions at any time (3) Go towards to a common consensus ¡§Three win --- The employees, Shareholders and management team¡¨ together 4. Decision Making to be done as planned (1) Define the decision model and time schedule (2) The negotiation and breakthrough on the preferential retirement measure (3) The protection on working conditions (4) The crisis management on keeping key-persons 5. Thinking about the synergies how will it be after merger and acquisition (1) The competitive advantages of the company that to be merged (2) The competitive advantages of the desired goal company (3) The advantages on global after merger and acquisition Keywords: M&A (Merger and Acquisition); Synergy; Competitive Advantage; Passive Components; Settlement; Communication

¡iAbstract¡j After the disregulation of the telecommunication in Taiwan, Strategy Alliances become the hit among the companies. And the M&A is a great mass fervor in advanced countries. What we concern are if the alliance performance is the same with what the manger expect and how to measure the value of the enterprise. As we know, Sometimes the financial reports can¡¦t reflect the market value of a company. EVA (Economic Value Added) is a new indicator in financial field. It is aimed at the new hi-tech companies, which have little asset and high R&D abilities. The research is focused on the Excite@Home, the biggest broadband internet service provider (ISP) in the USA. Excite, the sixth internet content provider (ICP) in America, was merged by @Home in 1999. According to the conclusion, the marketing cost affect FGV so much, both of them are direct proportion. It means the marketing makes sense and increases the market value of the business when the merger occurred. But the margin advertising revenue didn¡¦t increase for a long time. Why? Because the integration of the merger didn¡¦t work out very well and people anticipate negatively for the company¡¦s future. Thus it can be seen the value drivers reflect the success or failure of their strategic decision. The result also shows the business model drives FGV. Taking the Excite@Home for example, FGV has huge variation accompany COV just a ripple when the company makes vast investment. In a word, when the strategic planning matches with the market expectation and it implement successfully, the FGV goes up so that the market value of the enterprise increases. On the contrary, either the failure operation or the wrong strategy makes FGV slump, even lower than COV.

Nowadays, empirical researches on corporate post-performance of mergers and acquisitions (M&A) focusing on cost-down synergy and financial accounting phase have not been consistently identified. The lack knowledge of revenue-based marketing value and consumer insights of M&A indicates that other impacts may exist to influence corporate post-acquisition performance. Recent studies have pointed that acquiring company fails to take over all the customers of acquired company after the merge. The results probably provide an important issue about why most M&A activities failed. The study assesses that consumer perceptions of corporate association of acquiring/acquired company have diverse impacts on consumer attitudes and purchase intentions based on consumer-goods classification. Therefore, a 2x2 experimental design manipulated corporation associations and congruity was used for three types of products (i.e. laptops, casual shoes, and raw milk). In the study, one important finding is that diverse intensity of effects, in the relationship of consumer¡¦s attitude and consumer¡¦s repurchase intention after the merge, has showed up with empirical validation among three products. Based on the consumer-goods classification (i.e. specialty goods, shopping goods, and convenient goods), the results indicate that acquiring company fails to take over all the customers of acquired company after the merge, especially in convenient goods. In short, corporate selling different products in different industries should seriously consider about their objectives and focus, during and after the merge.

<p>In business today efforts are being taken in order to grow, while some firms slowly grow organically others decide to perform a merger or an acquisition (M&A). Firms performing M&As have a high failure rate and many times this is caused by a poorly handled post-acquisition process. Small and medium-sized enterprises (SMEs) have, according to researchers, not the same ambition to grow compared to large firms, and the research area concerning the post-acquisition process is often from a large firm perspective. However, SMEs do perform M&As as well and therefore it is in our interest to investigate the post-acquisition process in SMEs and see how the post-acquisition process is performed in these firms.</p><p>The purpose of this thesis is to investigate the post-acquisition process in SMEs, this to highlight the SME characteristics in a post-acquisition process.</p><p>Our methodological approach in this study is hermeneutic. To collect empirical information we performed an interview study, where semi-structured interviews with the managing director or a member of the management team in four SMEs have been conducted. A model for analyzing has been constructed, which helped us to process the empirical information from a hermeneutic perspective.</p><p>The reason why the studied firms performed a M&A was to get access to a new customer base and to strengthen their market positions. The focus in the post-acquisition process has been on external value creation since the customers are highly valuated, and this can be related to the uncertain financial and environmental situation that SMEs experience. All firms in the study have chosen a high level of integration, though the planning in the firms has not been that extensive as the post-acquisition literature suggests. Further, several elements within the human resource area have been neglected in their planning, despite this three of the firms experienced a limited amount of resistance to change and this ought to be related to their SME characteristics. The employees are willing to follow the direction stated by the managing director, who has a high influence on the organization’s culture. In the firms we studied the centralization of power is one important element and the acquiring firms have preferred a unicultural organization, and in most cases a congruence con-cerning culture have occurred.</p>

In the first essay, we examine the link between CEOs political ideology - conservatism - and their firms' investment decisions. We focus on the effect of CEO conservatism on M&A decisions. Our evidence indicates that politically conservative CEOs are less likely to engage in M&A activities. When they do undertake acquisitions, their firms are more likely to use cash as the method of payment, and the target firms are more likely to be public firms and to be from the same industry. Conditional on the merger, CEO conservatism appears to have a significantly positive impact on long-run firm valuation. However, we find no evidence that conservative CEOs create value in the short run. All our results hold after controlling for CEO overconfidence. In the second essay, we investigate the impact of difference in local political ideologies between acquirers and targets on the likelihood of deal completion and announcement returns over the period of 1981-2009. We posit that increase in political ideology distance between acquirer and target leads to greater risks/costs associated with the integration process. This increase in distance is less likely to allow for the completion of deals and elicit less favorable market response to merger announcements. We find that when political ideology distance between acquirer and target in a merger are minimal, deals are more likely to be completed. We also find that acquirer which are politically proximate to their targets earn significantly higher returns than distant acquirers. After controlling for the geographic effect and other determinants of announcement returns, the political ideology effect still exists. Overall, the evidence suggests that corporate political ideology plays an important role in completing deals and determining announcement returns.

In the first essay we examine the effect of concurrent lending and underwriting on IPO withdrawal, we find that IPOs underwritten by the firms’ concurrent lending banks are significantly more likely to be withdrawn. The result is robust to controlling for the common factors that affect IPO withdrawal and also for endogeneity using a propensity score matching portfolio. Our evidence suggests a cost to IPO firms’ hiring concurrent lending banks as underwriters despite the potential benefit of informational scope economies such intermediaries may provide. It is consistent with an alternative argument that a current lending and underwriting bank has less incentive to help sell its client firms’ securities because of its lock-in of the firms’ subsequent borrowing needs even when it fails to sell the securities. In the second essay, we examine the investment decisions of second-time IPO firms after successfully going public. Our findings show that, contrary to first time IPOs, second-time IPOs are not active acquirers and spend significantly more on CAPEX and R&D than first-time IPOs. Unlike acquisitions in the post-IPO period, CAPEX and R&D spending benefit second-time IPOs’ long run performance.

“All marriages are happy. It’s the living together afterwards that causes all the trouble.” - Raymond Hull, Canadian Playwright. Although Mergers and Acquisitions are common, no merger is termed as successful until post merger integration is successful. During M&A, two companies that function uniquely are fused together, and the Information Technology group is expected to consolidate two different systems efficiently. This integration should be well-executed, and without any disruption to business or customers. Every merger is different, and can have innumerable reasons for failure, ranging from poor implementation strategies to cultural or attitudinal problems. One of the reasons, many Post-Merger Integration activities fail, is due to the Information Technology complexity and inadequacy to address the issues, it brings to the table. This thesis aims at studying the importance of post-merger Information Technology (IT) integration and developing an IT strategy for the integration. There are no scientific guidelines laid out for a post-merger IT integration and each company employs its own methods. Hence the author has researched and developed a post-merger IT integration framework that can give definitive approach and assist in seamless integration. This framework includes practices that can be followed for a smooth IT transition and checklist to ensure successful integration. Lastly the author presents two cases of M&A that illustrate the importance of IT integration, namely, Sallie Mae- USA Group and HP-Compaq. Sallie Mae & USA Group was a huge success due to its successful IT integration implementation while HP-Compaq merger was a disappointment for the lack of understanding the importance of IT integration. From these two cases, the author has also derived the usefulness of the proposed framework. Author has also presented another case of Oracle-Sun merger, which does an analysis of the IT integration carried out by the two companies. It would not be unwise to say, that IT plays an ever increasing pervasive role in today’s organizations, hence a successful merger demands successful IT integration. / text

企業併購策略往往是公司重要之成長策略。然而，文獻及實證研究發現企業進行併購之成效多未如預期，並認為併購後整合過程對於併購成敗有重大影響。本文以個案研究的方法，依跨國性質、自主性，以及整合程度之不同，挑選三間台灣企業之併購個案，探討影響企業併購後整合過程之因素。由研究中發現，在收購與被收購公司間文化差異較大時，宜放慢整合過程，較長時間之整合比較能夠確保併購案策略目的之達成。另外，被收購公司於併購案完成後，被授與之自主性較低時，文化差異之影響會較為明顯。於收購及被收購公司對併購案參與程度對整合之影響，本研究發現，收購公司與被收購公司過往之併購經驗將有助於整合順利進行。而，併購後整合團隊，若能由雙方之管理高層共同組成，將能減少整合過程所遭遇之障礙，使整合過程進行較為順利，並有助於未預期價值之創造。最後，對於自主性與整合程度部分，本研究不同於過往之研究，發現整合程度高與自主性高在某些條件下可能同時存在。