跨國銀行收購溢價因素之研究—以台灣及中國個案爲例

Determinants of premiums paid in cross-border bank acquisitions – an overview of case studies from Taiwan, and China

陳憲煒(Hsien-Wei Chen)

指導教授 ： 李存修

國立臺灣大學/管理學院/財務金融組/碩士(2007年)

https://doi.org/10.6342/NTU.2007.10268

摘要

銀行評價與一般企業評價有所不同，尤其在跨國購併案件，由於文化差異、一般公認會計原則差異及因資訊不對稱等因素，如何執行一合理的銀行價值評估一直廣為外國投資人、專業分析師、政府官員等所關注的議題。尤其是近幾年來隨著台灣政府的二次金改及中國加入世界貿易組織的開放承諾，愈來愈多跨國銀行收購案於台灣及中國進行，這些案件也愈來愈受到重視。然而，由於台灣與中國的金融購併市場相較於歐美仍是相對新的市場，相關研究及資訊也較不充足。

本文即針對此一議題，試圖探討跨國銀行收購溢價之影響因素。本文檢測文獻中所列示之溢價影響因素，包含財務性及非財務性因素，採取數量分析及個案分析模式，試圖探討在台灣及中國跨國銀行收購案件之溢價影響因素為何。

本研究發現，在台灣，目標銀行之財務狀況如：資產報酬率及資產品質等與收購溢價成正相關之關係，惟在大陸個案，此相關並不顯著。此外，目標銀行之存放系統(Delivery System)如存款增加率等，與收購溢價無論在台灣及大陸相關性均不顯著。另中國的溢價相對於台灣銀行的溢價較低，可能係因中國的不良債權問題較嚴重，銀行帳列數據並未完全反映應有之呆帳金額，因此銀行帳列每股淨值金額較實際應有金額為高，此點亦可成為未來研究之議題。

關鍵字

企業收購與合併 ； 跨國交易 ； 企業評價 ； 銀行收購 ； 財務因素 ； 溢價

並列摘要

The valuation of financial institutions, in particular banks, is different from other industries such as manufacturing or high-tech industries. Concerning cross-border transactions, due to differences in cultures and generally accepted accounting principles (GAAP) in the target’s country and the buyer’s country and the limited information available to the buyer; how to perform an appropriate evaluation of a bank and pay a reasonable premium is one of the critical areas that foreign investors, target banks, analysts and government officials are concerned about. With the rise of cross-border bank acquisitions in Taiwan and China, which is largely driven by government reforms and China’s entrance into the WTO, these transaction details become more and more important. However, as China and Taiwan are relatively new markets for foreign investors, the amount of information available about such transactions and the premiums paid in cross-border bank deals is limited.

This study attempts to examine the financial and non-financial determinants identified in previous studies and analyze the correlations between the determinants and premiums paid for the selected samples. The financial determinants examined include the target’s financials, the target’s delivery system, and the non-financial determinants primarily include the controlling and management. In addition, this study attempts to analyze the transaction rationales between different types of buyers, namely private equity versus prestigious multinational banks and the transition rationales behind the target banks.
The traditional valuation methodologies to valuate a Bank include the P/B multiple and P/E multiple. In particular in developing countries, as contract to the developed countries which consider quality of earning as the key areas for pricing, net book value is normally regarded as the primary basis for valuation in a merger and acquisition transaction. Nevertheless, how do foreign investors evaluate a target without positive earning or even with negative net book value. Accordingly, this study attempts to discuss the valuation methodologies adopted by the foreign investors in valuating a bank in China or Taiwan with negative earnings or even negative book value and discuss the impacts on their valuation models arising from the GAAP differences.

This study attempts to find out the motives for the wave of cross-border bank acquisitions in China and Taiwan by analyzing the prices of these acquisitions or mergers. The scope of this study is limited to short-term performance indicators and determinants of the merger premiums offered for a target and this study does not attempt to examine efficiency effects of changes in the long-run performance. In order to be more prudent on the sample selections, only the cases/samples captured by both SDC and Bloomberg were selected for this study. In addition, only the deals with public financial data available were selected as samples. Due to the aforementioned restrictions on the sample selections, the number of sample deals qualified for selection was limited. As the number of cross border transactions in China and Taiwan during the period this study examines did not meet the minimum requirements for statistic analysis, this study does not employ the statistics method. Alternatively, this study employs the case study method, in both qualitative ways and quantitative ways.

Based on the qualitative and quantitative case studies, this study finds out that the financial determinants, such as the targets’ financials, primarily, absolute size, ROA, ROE, asset’s quality and core deposits have a strong correlation between the premiums paid in Taiwan, whilst such correlation was not significant in the deals in China.

This study further finds out that the correlation between the premiums paid and the targets’ delivery systems was not conclusive in either in Taiwan or China. As for the non-financial determinants, based on the current available information, it seems that higher premiums reflect the pay-off for obtaining the controlling rights or management.

As little research has been performed on the cross-border bank acquisitions in Taiwan and China, this study recommends further research be performed in order to examine those non-financial determinants and some financial determinants that were not examined in this study due to data limitations, as identified by the previous empirical studies to analyze whether the premiums paid have any correlation between the aforementioned determinants.

並列關鍵字

mergers and acquisitions ； cross-border transactions ； valuation ； bank acquisitions ； financial determinants ； premiums

參考文獻

Andrew Batson, 2005. China's new antitrust law could influence global landscape. Associated Press Newswires. 11-06-2005

Claudia M Bush and Gayle DeLong, 2004. Cross-border bank mergers: What lures the rare animal? Journal of Banking & Finance 28 (2004) p2077-2102

Hany A. Shawky, Tobias Kilb, and Cartsten F. W. Staas, 1996. Determinants of bank merger premiums. Journal of Economics and Finance, p117-131

Im-Sook Ha TK Sohn, 2006. Bank Merger Leaves Investors in Dilemma

Jarrad Harford, 2005. What drives merger waves? Journal of Financial Economics 77 (2005) p529-560