国际经济与贸易学院知识库

      国内人口老龄化，人们对身体健康问题的重视程度越来越高，这导致了对药物行业的需求持续增加，药物行业的规模也在持续地扩张，但是我国医药行业的发展也面临诸多问题，比如:研发能力较低、行业结构不合理等。国家推出“两票制”和医改等政策，倒逼我国医药企业转型发展，部分制药企业为了扩大规模、 增强实力、抢占市场而采取了并购和市场权益许可等手段。然而，对于采用并购这一方法是否能够实现目的，现已有的研究尚无一致的结论。

      本文选取了复星医药收购Gland Pharma的案例进行分析，这是2017年医药行业最大规模的并购交易。探究复星医药的并购动因发现，复星医药是受全球化战略驱动，希望获得Gland Pharma的研发技术和科研人员、完善产业链布局以及打破市场壁垒。由此，查阅了大量国内外海外并购动因及绩效研究的相关文献后，决定采用事件研究法评价短期市场绩效，采用包含成长能力、运营能力等传统财务指标和EVA模型评价长期财务绩效，此外，还重点分析了企业的研发投入、研发能力、市场地位和海内外营业收入等非财务指标，对复星医药的并购绩效进行综合评价，探究其是否实现了并购动因。

      从市场绩效分析来看，并购后超额累计收益率一路攀升，短期市场表现良好; 从财务分析来看，传统财务指标显示，复星医药长期效益虽然受疫情影响，但是有自身产品的不断研发，传统指标呈先下降后上升的趋势。经过计算，复星医药EVA在并购前后均为正，发现并购后企业价值持续增加，EVA增值先减少后增多，预期未来EVA增值上升。从非财务指标分析来看，企业研发能力和研发收入提升、市场地位和市场份额扩大，所以从长远来讲，该公司有着巨大的成长空间。综上，复星医药在收购之后，不能马上实现并购的协同作用，但通过一两年的整合，复星医药能够与Gland Pharma优势互补，复星医药的收入大幅提升，并购能调整复星医药的产业结构，提升其核心竞争力，因而此次并购实现了其并购动因。

      根据本文所研究的案例，总结出以下几点对公司进行海外收购的启发:首先企业应按照自己的发展规划合理选择目标公司;其次为了能够推动并购的顺利完成，要根据海内外的政策背景灵活调整并购方案;最后，企业应该重视并购完成后的资源整合，实现并购协同效应最大化，使并购后的企业拥有更强的竞争力。

    The aging of the domestic population and the increasing attention to health issues have led to a continuous increase in demand for the pharmaceutical industry, and the scale of the drug industry is also expanding, but the development of China's pharmaceutical industry is also facing many problems, such as low research and development capabilities and unreasonable industry structure. The national policies of "two-ticket system" and medical reform have forced pharmaceutical companies to transform and develop, and some pharmaceutical companies have adopted M&A and market equity license in order to expand their scale, strengthen their strength and seize the market. However, there are no consistent findings on whether the use of M&A can achieve the purpose.

    In this paper, the case of Fosun Pharma's acquisition of Gland Pharma, the largest M&A transaction in the pharmaceutical industry in 2017, is selected for analysis. Exploring the motivation of Fosun Pharma's M&A, we found that Fosun Pharma was driven by its globalization strategy, hoping to acquire Gland Pharma's R&D technology and scientific personnel, improve the industrial chain layout, and break the market barriers. Thus, after reviewing a large amount of literature on the motivation and performance of overseas M&A at home and abroad, we decided to evaluate the short-term market performance using the event study method, the long-term financial performance using traditional financial indicators including growth capability, operational capability and EVA model, and also focused on non-financial indicators such as R&D investment, R&D capability, market position and domestic and overseas operating income to evaluate Fosun Pharma's M&A performance was comprehensively evaluated to explore whether it achieved its M&A motives.

    From the market performance analysis, the excess cumulative return rate climbed all the way up after the M&A, and the short-term market performance was good; from the financial analysis, the traditional financial indicators showed that Fosun Pharma's long-term benefits were affected by the epidemic, but there was continuous R&D of its own products, and the traditional indicators showed a trend of first decreasing and then increasing. After calculation, Fosun Pharma EVA was positive before and after the M&A, and it was found that the enterprise value continued to increase after the M&A, EVA value-added first decreased and then increased, and EVA value-added is expected to rise in the future. From the analysis of non-financial indicators, the company has a huge room for growth in the long run because of its improved R&D capability and R&D revenue, expanded market position and market share. In summary, Fosun Pharma could not realize the synergy of M&A immediately after the acquisition, but through one or two years of integration, Fosun Pharma was able to complement the advantages of Gland Pharma, Fosun Pharma's revenue increased significantly, and the M&A was able to adjust the industrial structure of Fosun Pharma and improve its core competitiveness, thus the M&A realized its M&A motive.

    Based on the cases studied in this paper, the following points are summarized to inspire companies to make overseas acquisitions: firstly, companies should reasonably choose their target companies according to their development plans; secondly, in order to promote the successful completion of M&A, they should flexibly adjust their M&A plans according to the policy background at home and abroad; finally, companies should pay attention to the integration of resources after the completion of M&A to maximize the synergistic effect of M&A and make the post-merger companies Finally, companies should pay attention to the integration of resources after the completion of M&A to maximize the synergistic effect of M&A and make the post-merger company more competitive.