Observing the entire development process of Japan's silicon case, the following three topics deserve further discussion:
ASE stressed repeatedly that the acquisition of silicon equity is a purely financial investment, but silicon products, industry and market people have been doubts that most of the tactics for commercial negotiations. ASE is good at financial operations, in 1999 ASE Huanlian Electric dominance, Let Huanlian Electric market in Taiwan, and then to China, the market value suddenly surged tenfold; 2006, ASE plans to be private equity fund Carlyle bought ASE, the same model for ASE to market in Taiwan, and then Select the higher earnings ratio of overseas stock market, although the plan fails, ASE Group through the financial operation of profit strategy revealed ASE is already the largest shareholder of silicon products, silicon holding company was established, apparently no other major shareholders Can compete with it, the future of pure financial investment in the sun, will not move to Huanghuan Electric mode? At least this model can be one of the options.In the era of globalization, entrepreneurs face competition from all parties, different time and space The background naturally responds with different decisions, and the government is duty-bound to provide entrepreneurs with a good, stable and profitable business environment, and businesses will not Move him to the idea, but also will roots in Taiwan, the government plays an important role, not to say.
ASE shares were publicly acquired by silicon board opposition, silicon products in favor of seeking alliances with Hon Hai and lead shares in China, in order to dilute the sun and the moon holding of silicon products. , Harsh criticism of silicon products, the sun and the moon there, the bureaucratic failure to do quite a bit; in fact, the introduction of foreign investment in order to resist unfriendly mergers and acquisitions is under the current regulatory system can take reasonable action, and the third party to rescue listed companies is the so-called In fact, the European and American governments provide enterprises with many tools that can be used in anti-takeover. In addition to attracting foreign investment, listed companies may issue securities of poison pills. Once a person acquires a certain percentage of the company's shareholding and holds poison pill securities , You can subscribe for shares of the company at a very low price, a substantial dilution of the stake in the purchaser; Furthermore, some provisions can be designed in the articles of association or by-laws, the alleged drive shark agent terms, the purpose is to create obstacles for the exchange of control of the company, its main role Is to increase the difficulty of the transfer of control of the company; Third, the development of the parachute program, the parachute program provides for the acquisition of the target company situation , Professional managers and ordinary staff, whether active or forced to leave the company, can receive a huge resettlement fee with huge compensation as their feature. From the case study of Japan, the capital market in Taiwan is not yet clear Unconsider the rules of the game acquired, so for the relevant laws and regulations do have the necessary review to improve.
On antitrust issues, I very much agree with Professor Zhuang Chunfa from the University of Science and Technology on February 18, 2016 at a symposium held in a symposium titled "National Competitiveness and Development of Science and Technology"
The development of Taiwan's science and technology industry has become an important issue. The scale of the industry must be large enough to allow it to compete with other international companies. The larger one will be suppressed and the smaller one will be suppressed. Taking the ASE acquisition of silicon as an example, the government should consider Industries and countries overall competitiveness in the international market, not consider individual enterprises.Sealty of 70% of the total turnover of the IC packaging and testing market abroad, as defined in the antitrust literature, Taiwan is not a strong market, but a weak market; that is to say Market competition, the need to analyze the more appropriate international market, ASE and the merger of silicon products, still belong to non-concentration industries.
On May 16, 2017, the U.S. Federal Trade Commission examined and approved the merger of silicon and silicon, and on November 24, 2017, the Ministry of Commerce of the People's Republic of China (MOFCOM) approved the silicon solar combination with conditions and conditions, proving that Professor Zhuang's explanation was rather inadequate. Analysis and comparison, perhaps worry about political intervention, on this antitrust issues, the public said the clouds.However, we have to come here at 10:30 FB here is undeniable that the political protection derived from the shadow of trade protectionism has always been Exist in the Chinese market is the case, the same is true in the United States market. Look at the Ministry of Commerce of Japan silicon and the following restrictions -
(1) To maintain the legal personality of ASE and silicon products as independent competitors, both parties operate independently and compete in the market according to the pre-trading operating mode and market practice during the restricted period (24 months), including Not limited to management independence, financial independence, personnel independence, pricing independence, sales independence, independent production capacity, procurement independence.
(2) During the restricted period, the controlling company exercises its limited shareholder rights, including: the holding company shall not exercise other shareholders' rights temporarily unless it is entitled to obtain the dividend and earnings information of both parties; and the R & D plan, arrangement, management and The various programs for the R & D of both parties to be integrated may be coordinated by the Group's resource integration and decision-making committee set up by the holding company. Business related matters other than the IC packaging and testing service undertaken by both parties may be coordinated by the Group's resource integration and decision-making committee set up by the holding company ; Holding company and ASE or silicon products can be based on the other party's request or need each other to provide financial lending or financing guarantee.
(III) Both parties undertake to provide services to clients without discrimination during the restriction period, and reasonably determine service prices and other terms of the transaction.
(D) The two sides promised not to limit the customer during the restricted period choose other suppliers, and according to customer requirements, with the smooth conversion of suppliers to suppliers.
In August 2010, the Ministry of Commerce of the People's Republic of China also granted a limitation period of three years for MediaTek and Morningstar. How can such enterprises be able to overcome the constraints of mergers and acquisitions as a very important issue?