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  • 學位論文

被多次併購個案之研究-以東隆五金工業(股)公司為例

Repeated acquisition case study-Tong Lung Metal Industry Co., Ltd.

指導教授 : 鎮明常
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摘要


1997年亞洲金融風暴之後,台灣投資氣氛尚低迷,在當時氛圍下,個案公司於1998年爆發違約交割事件進而發現當時經營者已掏空公司,個案公司依法申請重整而至最終重整成功,是台灣企業史上空前的記錄。當時參與重整計畫且取得逾半數以上股權的私募基金,因基金特性,於投資之初即已知年限到須退場,因此個案公司進入重整即等於開啟了往後將再被併購的序幕,且是七年內被併購了三次。 掏空始末到重整成功,學界與坊間已有諸多研討、論述歸納,提供有心進行後續研究或企業管理策略思考的借鏡與路徑。重整成功之後,個案公司經營實力與成果仍佳,卻經歷三度被併購,個案公司具有被併購的價值,足可確定,主併公司基於哪些策略思考,併購動機為何,併購樣態從股權轉讓、公開收購、分割讓與,各有不同,本研究藉由個案公司歷史與相關文獻的探討,彙整分析個案企業多次被併購,雖然併購方式殊異,但主併公司併購動機與策略思考範圍仍多是為了增進其價值,獲得規模經濟上的利益,以及獲得更大的市場佔有率。三次併購,買賣雙方都是和平交易,因此從賣方角度,出售個案公司的企業決策考量又是為何?個案公司經歷重整而獲得重生已為不易,其後成為多次且國內外皆有的併購交易標的,中西方企業策略思惟與文化有別的狀況下,公司發展與人員又將可能會面臨哪些衝擊?是否是併購成功與否的關鍵因素?此均為本研究探討之議題。 少數公司或曾經歷重整,許多企業或曾被併購或併購他人公司以擴張事業版圖,但這樣重整成功後而又多重的易主交易集中於一家公司的經歷,恐是有限,本研究以教學個案研究方式進行,以印證各項相關管理理論,使學術研究與管理實務得應用之。

並列摘要


After the Asian financial crisis in 1997, the investment sentiment was still depressed in Taiwan. In 1998 2nd half, the case company breached of contract outbreak event; at the same time they were discovered that the main operators have hollowed out the case company. The case company applied to reorganize the company according to the law and they got the ultimate success of restructuring. It was unprecedented record in Taiwan's corporate history. The main shareholder was private fund that they joined the reorganization plan and obtained more than half of equity. Due to the characteristics of Private Fund, all the related people knew the Private Fund would exit the operation after a fixed period since they have completed the investment. In other words, to start the acquisition procedures of the case company since their reorganization plan was approved by court and the Private Fund decided to invest them. And the case company was merged and acquired by three times within seven years. There are many academic and research have focused on and summarized the success factors for the reorganization plan of case company, related to the induction about the whole story from emptied to the successful reorganization. It was determined to carry out follow-up studies or to provide corporate management strategies and learn to think about how to do it. After the successful reorganization, even if the case company’s operating results with the good performance, but the case company still was merged and acquired three times, the only thing was for sure that the case company was valuable. What was the main strategic thinking for those acquiring enterprises? Why they would like to merge the case company? There were different kinds of mergers and acquisitions for the three merger cases, such as equity transfer, tender offer, and assets acquisition. On the case study, the merger strategy and thinking were summarized through the understanding of case company history and the study of relevant literature. The main strategy of merger still was to enhance the acquiring enterprise’s value, the economies of scale, as well as greater the market share. On the perspective of seller, why they considered to sell the case company, even if they had good performance? What were their major concerns? How they made the decision? On the three acquisition transactions, the acquiring enterprises have different background and there were Taiwan listing company and US listing company. Due to the different culture and strategic thinking, how they succeeded to execute the integration plan and developed the case company? What kinds of challenges that acquiring company or the case company and employees would face it? The culture would be the key factor in the success of mergers and acquisitions? Those were the main subjects on my study. There were few companies had successful reorganization experiences, and might there be more companies had been a merger or was merged. However, such kind of successful reorganization and repeated acquisitions in the same company was rare. In this study, the way of teaching case study would prove the relevant management theories, as well for the purposes of the academic research and the application of management practices.

參考文獻


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