会计学院知识库

自2015年国务院发布《关于改革药品医疗器械审评审批制度的意见》以来，医药制造企业开始迅速加大新药的研发投入，但专利申请存在障碍、新靶点寻找困难、药品生产质量不达标、单品新药研发投入持续增长、回报率不断下降等痛点问题也随之凸显。在此背景下，作为新兴专属性科研服务性行业的医药研发外包（Contract Research Organization，CRO）开始受到医药制造企业的青睐，一大批本土优秀大中型CRO企业迅速崛起，通过并购整合抢占市场份额，扩大企业规模，提升了药物一体化研发平台服务能力。然而，发展至今，与国际CRO巨头相比，整体产业集中度较低，未能有效打通CRO上下游产业链，竞争力有限。

由此，本文以2020年药明康德并购明捷医药作为典型事件，依托协同效应理论、交易费用理论和企业成长理论，对此次并购的动因以及并购后的企业绩效展开分析。结果表明，来自于战略、竞争力以及产业链布局等三个方面的动因形成协同效应，并促成了此次并购，且并购对企业的短期市场价值、财务及非财务绩效均形成了积极而正面的影响，带来了潜在收益，缩短了研发周期，提升了经营效率。最后，为整体CRO行业指出现实启示：并购前需明确并购动因并进行战略布局，并购中需防范来自多方面的风险，并购后还需进行资源整合。如此以来，才能通过兼并收购增强CRO企业在产业链中的资源整合能力，真正促进业务纵向一体化和全球化的发展。

Since the State Council issued "Opinions on Reforming the Examination and Approval System of Pharmaceutical Medical Devices" in 2015, pharmaceutical manufacturing enterprises began to rapidly increase the R&D investment of new drugs, but the pain points such as obstacles in patent application, difficulties in finding new targets, substandard drug production quality, continuous growth of R&D investment of single new drug and declining rate of return also became prominent. Under this background, Contract Research Organization (CRO), as a new specialized research service industry, began to be favored by pharmaceutical manufacturing enterprises, and a large number of local outstanding large and medium-sized CRO enterprises rose rapidly, expanding the scale through mergers and acquisitions, and improving the ability of pharmaceutical integrated R&D services. However, up to now, compared with international CRO giants, the overall industrial concentration is low, the upstream and downstream industrial chains of CRO have not been effectively opened up, and the competitiveness is limited.

Therefore, this paper takes WuXi PharmaTech's merger and acquisition of Mingjie Pharmaceutical in 2020 as a typical event, and based on synergy theory, transaction cost theory and enterprise growth theory, analyzes the motivation of this merger and the enterprise performance after the merger. The results show that the drivers from strategy, competitiveness and industrial chain layout form a synergistic effect, which contributes to the merger and acquisition. Moreover, the merger and acquisition has a positive and positive impact on the short-term market value, financial and non-financial performance of enterprises, which brings potential benefits, shortens the R&D cycle and improves the operating efficiency. Finally, it points out the realistic enlightenment for the whole CRO industry: before M&A, it is necessary to clarify the motivation of M&A and make a strategic layout; during M&A, it is necessary to guard against various risks; after M&A, it is necessary to integrate resources. In this way, we can enhance the resource integration ability of CRO enterprises in the industrial chain through mergers and acquisitions, and truly promote the development of vertical integration and globalization of business.