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Since the accelerating development of globalization and market opening, the competitive advantages in this economic environment are innovation, information and market access. Passive component industry usually takes price cost-down strategy to keep the advantage to adapt this formidable pressure from the vicious competition in the market, and the fastest way to implement this strategy is merger & acquisition, then a tendency is formed at this kind of economic situation. This paper focused on 2 M&A models which composed of 4 passive component companies, Yageo, Compostar, Walsin and Pan Overseas. It based on the model analysis for the related issues regarding the common stock exchange ratio in their M&A process. Our study and observation models adopted from the L-G model brought up from Kermit D. Larson and Nicholas J.Gonedes. Furthermore, we take systematic risk indicator(£]) to adjust the marginal condition derived from the highest and lowest exchange ratio of L-G model, then we analyzed by comparing with the actual ratio. With regards to the budget EPS, it was applied to estimate by the reduced form model from Terry A. Marsh and Robert C. Merton. Comparing the estimate result with the actual public M&A information, we found the more information we can use for regression estimation, the much precise estimate results will be. For example, it is close to the results by comparing to the reference estimate digits from Yageo & Walsin models. The decision of actual exchange ratio depends on the bilateral negotiation abilities, and we used L-G model to estimate the reasonable range of exchange ratio. Because of many factors which can not be quantified during the merger negotiation process, the importance of the exchange ratio estimate range from is paper is providing the bottom line for the negotiation, and these key information should be helpful for both parties during the M&A discussion. Recently, M&A process in passive component industry occur frequently, it was said that 2006 is the M&A year for this industry. I wish the empirical result in this paper can provide the reference indication to help the development of passive component industry in the future.

Abstract In stock-exchanged airline mergers, the determination of an exchange ratio is an important issue. The purpose of this paper is providing a simulative study of exchange ratio determination for airline merger in Taiwan. The paper is based on the Larson-Gonedes merger exchange ratio model(1969) and extends it to consider marker risk. In addition, we use the exponential smoothing model to estimate the expected post-merger price-earnings ratio. Our sample consists of China Airlines and EVA Airways. We find that the L-G model indicates the interval of exchange ratios which will enhance, or at last not cause any diminution in the wealth positions of all parties to a proposed airline merger. Also, the bargaining area offers some information to help merger candidates to negotiate final actual exchange ratio.

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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.

Mergers and acquisitions belong to the most used terms in today's economic environment. The reason why is obvious. The optimal allocation of company resources is becoming more and more important and the merger is currently one of the instruments which can support the advantages of synergic effect and can help the companies to be more competitive at the global market. Mergers are proceeding both at domestic and international level and hence it is important to have a clear law in this area. Membership in European Union determines a legal treatment of mergers in the Czech Republic which means that the relevant European regulations need to be implemented into the Czech legal code. This diploma thesis objective is to partially introduce the merger issue in the Czech law and to use the real examples to show some selected implications of the merge processes. Just the real examples illustrate how difficult the merge processes are and how many necessary steps need to be accomplished to successfully merge two or more companies and enter the merger into Czech Trade Register.

This study explores two issues, one is to investigate the determinants of net interest margins and bank risk-taking from 1993 to 2001 in a partial universal banking system, taking Taiwan as our example, and the other is to provide some empirical evidences of exchange ratio determination of bank mergers in Taiwan. In the first topic, the partial universal banking system here is a mix of the conventional commercial banking system (whose activity is mainly loan-deposit taking) and the universal banking system (engaging in both loan-deposit and investment activities). We employ the recently developed method of the panel data threshold regression method to estimate the determinant function of the net interest margin and bank risk-taking model. It is found that the corporate governance plays an important role in explaining the recent behavior of the banking industry. The empirical results show that the net interest margins in the commercial banking system are affected by credit risk, interest rate risk, the degree of leverage and management quality, unlike the net interest margins in the universal banking system which are more sensitive to only-credit risk and the degree of leverage. Moreover, the relationship between managerial ownership and credit risk taking behavior is inverse U-shape in the commercial banking system, consistent with the corporate control hypothesis, unlike U-shape relation in the universal banking system that supports moral-hazard hypothesis. In the second topic, we not only extend Larson and Gonedes (1969) merger exchange ratio model to taking account of market risk and more participants but also apply Marsh-Merton dividend behavior reduced form (1987) to estimate the expected post-merger price-earnings ratio. Taking the first case of the bank merger according to the Financial Institution Merger Law as our sample, we find that the L-G model indicates the interval of exchange ratios that enhance, or at least not cause any diminution in the wealth positions of all parties to a proposed bank merger. Also, the bargaining area offers some information to help merger candidates to negotiate final actual exchange ratio.

This Master's thesis concerns cross-border mergers on the Czech market. The aim of the thesis is to identify their main trends. Though the theory of both cross-border and domestic mergers is mentioned, the emphasis is placed on the analytical part. The analysis is based on real life data of mergers which were realized from 2008 till 2015 and in which a Czech company took part. The research focuses on the development of quantity and type of cross-border mergers whose project was filed in the public register, quantity of finished mergers, number of participating companies and the country under whose legal system the participating companies operate, the position of Czech companies, ownership structure of participating companies, their legal form, reasons for realization of mergers, exchange ratio, decisive day assessment in relation with the balance sheet date and processing time of a cross-border merger.

Esta dissertação estuda os mecanismos disponibilizados pelo artigo 264 da Lei das Sociedades Anônimas para proteção adicional dos interesses e dos direitos dos acionistas minoritários na incorporação de companhia controlada. Para tanto, são abordados os dispositivos legais, os posicionamentos doutrinários e as interpretações da jurisprudência administrativa e judicial sobre o assunto no Brasil. O primeiro capítulo do estudo analisa o conceito e a natureza jurídica da incorporação, a substituição de ações e de direitos dos acionistas na operação, o procedimento de incorporação, e a relação de controle existente entre as companhias incorporadora e incorporada. O segundo capítulo analisa a evolução histórica das disposições do artigo 264, partindo do Projeto de Lei que lhe deu origem até o texto do dispositivo atualmente vigente. O terceiro capítulo analisa a proteção adicional oferecida ao acionista minoritário pelo caput do artigo 264, atrelada à relação de substituição de ações adotada na operação. O quarto capítulo analisa a proteção adicional conferida ao acionista minoritário pelo §3º do artigo 264, vinculada ao direito de recesso na operação. Ao final, a conclusão arremata as principais discussões identificadas ao longo do estudo. / This thesis studies the mechanisms provided by Article 264 of the Brazilian Corporations Law for additional protection of the interests and rights of minority shareholders in the merger of a subsidiary corporation into its parent corporation. To this end, we discuss the legal provisions, the legal literature and the interpretations of administrative and judicial case law on the subject in Brazil. The first chapter of the study analyzes the concept and the legal nature of a merger, the substitution of shares and rights of the shareholders in the transaction, the merger procedure, and the control relationship that exists between the parent corporation and its subsidiary. The second chapter analyzes the historical development of the provisions of Article 264, from the bill from which it originated to the text of the provision currently in force. The third chapter analyzes the additional protection granted to minority shareholders by the chapeau of Article 264, regarding the share exchange ratio adopted in the transaction. The fourth chapter analyzes the additional protection afforded to minority shareholders by paragraph 3 of Article 264, relating to the right to withdraw from the transaction. Finally, the conclusion finalizes the main discussions identified throughout the study.

Este estudo busca aprofundar a análise dos mecanismos de proteção disponíveis no direito pátrio para a proteção dos interesses de acionistas não controladores e credores, inclusive aqueles titulares de debêntures, bônus de subscrição e partes beneficiárias, das sociedades envolvidas em uma operação de incorporação. Para tanto, são abordados os dispositivos legais, as interpretações jurisprudenciais e as posições doutrinárias no direito pátrio e no direito comparado. A primeira parte do trabalho apresenta o instituto da incorporação envolvendo sociedades anônimas e a sua importância no contexto econômico brasileiro. A segunda parte do trabalho expõe um panorama sobre os mecanismos utilizados para a proteção dos interesses dos acionistas não controladores, com relação a eventuais abusos por parte da administração ou da acionista controladora, nas operações de incorporação envolvendo sociedades anônimas. A terceira parte do trabalho aborda os mecanismos utilizados para a tutela dos credores nas operações de incorporação de sociedades anônimas, com relação aos arbítrios da administração e dos acionistas da companhia. / This paper aims to deepen the analysis of the mechanisms provided by Brazilian Law to protect non-controlling shareholders and creditors, including those who are holders of bonds, warrants and share certificates, of companies involved in a merger transaction. For this purpose, this work examines the legal provisions, case law understandings and doctrinal positions in Brazilian Law and Comparative Law. The first part of this paper presents the merger institute involving corporations and its importance in the current Brazilian economy. The second part of this paper provides an overview of the mechanisms used to protect the interests of non-controlling shareholders, with respect to possible abuses by the management or the controlling shareholder in mergers. The third part of this paper deals with the mechanisms used to protect creditors in the mergers of corporations against the whims of the companys management and shareholders.