会计学院知识库

近年来，我国证监会出台多项政策，全面从严加强对企业发行上市活动监管，IPO 阶段性收紧，PE 机构面临退出困难的巨大问题。面对当前资本市场的政策性变化，并 购重组的退出方式受到了广大投资者的关注。

并购重组是优化企业资源配置，激发市场活力的重要途径。由于传统并购模式存 在资金募集困难、并购风险大、并购标的难以选择等诸多问题，“上市公司+PE”型并 购基金作为一种新的并购方式，利用PE机构的专业性，在募集资金、寻找并购标的等 方面的优势，逐渐被资本所青睐。医药行业由于自身研发投入大、研发周期长、对资 本依赖较强，更加期望借助并购实现企业的迅速扩张。因此，越来越多的医药企业尝 试通过“上市公司+PE“模式的并购，吸收外部资源，整合内部资源，从而实现资源的 最优配置。但这种并购模式能否为企业带来协同效应，进而对企业产生正向的影响还 需要分析研究。

 本文选取了博雅生物并购新百药业的这一成功案例，借助事件研究法、财务指标 法以及经济增加值法研究该并购案例是否为博雅生物带来了协同效应。研究发现，博 雅生物并购新百药业这一事件展示了其在医药行业布局深远，成为综合性医疗产业企 业的战略目标，发出了积极信号。为企业带来了短期的累计超额收益率大幅增长，实 现了短期协同效应。通过并购前后相关财务指标以及经济增加值的对比，发现博雅生 物在经营、管理、财务、无形资产、经济增加值5个方面实现了协同效应。

 最后，本文通过分析博雅生物并购新百药业的这一成功案例，得出了“上市公司 +PE”模式并购能够为企业带来协同效应的结论，并给出了启示。

In recent years, the my country Securities Regulatory Commission has issued a number of policies to comprehensively and strictly strengthen the supervision of corporate issuance and listing activities. IPOs have been tightened in stages, and PE institutions have faced huge problems such as difficulty in exiting. Faced with the current policy changes in the capital market, the exit methods of mergers, acquisitions and restructuring have attracted the attention of the majority of investors.

Mergers, acquisitions and reorganization are an important way to optimize the allocation of corporate resources and stimulate market vitality. Since the traditional M&A model has many problems such as difficulty in raising funds, high M&A risks, and difficulty in selecting M&A targets, the "listed company + PE" type M&A fund, as a new M&A method, uses the professionalism of PE institutions to raise funds and find The advantages in merger and acquisition targets and other aspects are gradually favored by capital. Due to its large investment in R&D, long R&D cycle, and strong reliance on capital, the pharmaceutical industry hopes to achieve rapid expansion through mergers and acquisitions. Therefore, more and more pharmaceutical companies are trying to absorb external resources and integrate internal resources through the "listed company + PE" model of mergers and acquisitions, so as to achieve the optimal allocation of resources. However, whether this merger and acquisition model can bring synergy effects to enterprises and thus have a positive impact on enterprises requires analysis and research.

This article selects the successful case of Boya Biotech's merger with Xinbai Pharmaceutical, and uses the event study method, financial indicator method and economic value added method to study whether the merger and acquisition case has brought synergy effects to Boya Biotech. The study found that Boya Biotech's acquisition of Xinbai Pharmaceutical demonstrated its far-reaching layout in the pharmaceutical industry and its strategic goal of becoming a comprehensive medical industry enterprise, sending a positive signal. It has brought about a substantial increase in short-term cumulative excess returns for the company. Through the comparison of relevant financial indicators and economic added value before and after the merger, it was found that Boya Biotech has achieved synergistic effects in five aspects: operation, management, finance, intangible assets, and economic added value.

Finally, by analyzing the successful case of Boya Biotech's acquisition of Xinbai Pharmaceutical, this article draws the conclusion that the "listed company + PE" model merger and acquisition can bring synergy effects to the enterprise, and gives some inspiration.