併購個案研究 − 以F公司併購O公司為例

Abstract

企業併購一直是企業擴張成長的主要模式之一，其目的在於合併之綜效利益，但是企業在併購後能否如預期發揮併購綜效及強化競爭力，除於併購前之各項風險評估及盡責調查外，就視企業於併購後的經營管理績效、併購風險控管及整合情形而定。本研究先介紹觸控面板產業環境，從觸控IC設計在產業結鏈之位置，及終端市場之技術及應用情形，解析觸控IC公司的未來發展趨勢及成長性，進而介紹本個案公司做為業界領先之觸控IC廠商及第一上市公司，為何選擇併購趨動IC廠商、本併購案預計達成之綜效、決定交易架構之因素以及併購案完成後將來可能遇到的問題並提出建議。本併購案若順利完成，將是國內第一樁由第一上市公司併購上市公司的案例，也是觸控IC公司與驅動IC公司透過併購整合技術的首例。

Mergers and acquisitions (M&A) has been one of the major practices for corporate expansion and growth in order to be benefited from the synergy. In addition to risk assessments and evaluation as well as due diligence, whether a company can reach the expected synergy so as to strengthen its competitiveness after a merge will highly rely on its competence in management, risk control and consolidation. This study first analyzes the future growth and development trend of a touch-sensing controller IC design house from introducing the touch panel industry, to the role for a touch-sensing controller IC design house in the supply chain, the technology and end-use market situation. It further provides explanations why as a leading touch controller-sending IC design house in the industry and a primary listing company in Taiwan, its choice to merge a driver IC design house, as well as for the target synergies and the main considerations to determine the structure of this transaction; lastly the study offers suggestions to the potential issues the company may encounter in the future. If this M&A case could be closed smoothly and take effect, it would set two precedents - one being that it would be the first case for a primary listing company to acquire a listing company in Taiwan, the other being that it would be a pioneer for a touch-sending controller IC design house to acquire a driver IC design house for technical integration.