China Mobile Communication要併購盧森堡的Millicom International Cellular公司，已經商談甚久，卻在盧森堡人正要上飛機時被通知取消了，讓他們都相當訝異，盧森堡公司的股票大跌25%。因為他們花了數月的時間討論，更重要的是，他們認為如果交易不成，中國公司也可用比較好的方式來傳遞消息，讓盧森堡公司有時間去尋找下一個買主。中國公司這個行為讓歐美的銀行界大開眼界，雖然現在全球有很多大公司，希望中國的大筆資金溢注，現在中國公司的信用大受質疑。
China’s art of the deal
By Heather Timmons and Donald Greenlees
Published: July 13, 2006
China Mobile Communications’ planned purchase of Millicom International Cellular of Luxembourg was such a sure thing that invitations had already been issued for a party in China to celebrate it.
Then, just hours before Millicom executives were to fly to Beijing to announce the $5.3 billion deal on July 3, they got a call from their counterparts in China - the purchase was off. Financial advisors on both sides, who had spent months putting it together, including shuttling Chinese executives to Millicom’s far-flung locations, were shocked. Millicom issued a statement later that afternoon saying that it had terminated "all discussions concerning a potential sale" and the company’s stock plunged more than 25 percent.
The demise of the closely watched deal, which would have been the largest overseas transaction for a Chinese state-owned company, is exposing a chasm between deal-making styles in China and in Europe and the United States.
It also exposes an uncomfortable truth for deal makers salivating over the promise of Chinese expansion: Corporate China’s outward growth may be pegged to a strategy of mergers and acquisitions, particularly of brand-name Western companies, but executing those deals won’t be simple, or easy.
In China, China Mobile’s last-minute exit is viewed as smart corporate strategy: many analysts and deal makers say China Mobile narrowly avoided overpaying for a disparate group of assets that would have been tough to manage.
But in European and American deal- making circles, the way the exit was handled has prompted a gnashing of teeth at investment banks and boardrooms. Had China Mobile warned Millicom earlier, it might have avoided upsetting the stock market, deal makers say, and allowed Millicom to come up with a face-saving new bidder.
Some financial advisers warn that Chinese companies could find their buying prospects drying up. "For a lot of prospective targets, they have lost credibility," said one European banker who spoke on the condition of anonymity because he did not want to alienate any prospective Chinese clients.
Wall Street’s biggest investment banks paid multimillion-dollar salaries to hire Chinese bankers with top connections in recent years. While deal volume and equity offerings within the country have been brisk, big deals outside of China have been scarce, particularly outside of the energy sector.
Acquisitions by Chinese companies outside the country, not including companies based in Hong Kong, fell to $4.9 billion in 2005 from $7.2 billion in 2004, according to Thomson Financial. That is much smaller than the amount of external deals completed by companies in countries a tiny fraction of China’s size. In 2005, companies based in Belgium bought $8.65 billion worth of companies outside the country, for example.
Some high-profile deals have been struck recently, but they have been modest compared with the booming cross-border merger scene in the rest of the world. Lenovo purchased IBM’s personal computer unit for $1.75 billion, and Nanjing Automobile bought MG Rover in 2005 for a price estimated at less than $100 million. Oil company Cnooc was forced to drop a $18.5 billion bid for Unocal after American politicians objected to the deal.
This year, Chinese companies are on track for record overseas deal-making, with over $9.8 billion in purchases completed already. Still, some bankers warn against expectations of a flood of big- name overseas acquisitions. Chinese managers are still getting used to mergers and acquisitions, they say, and are by nature wary when it comes to large transactions. Some say the Millicom- China Mobile example may be the norm, rather than the exception.
Liang Meng, J.P. Morgan’s co-head of China investment banking, said he expected just a few major deals out of China each year. The reason, he said, is largely because Chinese managers tended to proceed more slowly than many of their counterparts in the West before agreeing to go ahead with a transaction.
"They are more cautious, either because they have not done much of it or because they are entering into totally new markets or totally new environments," Meng said.
These executives have usually been in their jobs for 20 years or 30 years, much of that time solely inside China, and "are becoming more international," he said.
"They have usually moved up because they are right most of the time or all of the time," Meng said, and they want to be absolutely certain a deal is the right move.
It should not be a surprise that despite Wall Street’s heavy spending to hire bankers, overseas merger volume has been subdued, some analysts say.
"We are talking about a culture of doing business that has been learned over many centuries," said Jay Berry, a professor of business studies in China at Jilin University-Lambton College and a former McKinsey consultant.
Chinese companies are "absolutely" slower than their foreign counterparts to do deals, Berry said. "They are much absorbed by internal problems, tied to the wrong products, fragmented, unprofitable, uncompetitive, highly political and drowning in debt," he said.
The months of negotiations between China Mobile and Millicom were complicated and often frustrating for the European advisers and executives, who say their Chinese counterparts were difficult to pin down for meetings and that establishing a schedule to get the deal done was impossible.
"If they agreed to a date, they seemed to see that as a concession," one adviser said.
Veteran China deal makers found that their European colleagues’ discomfort amusing and said they encountered a common negotiating tactic.
"When Kissinger and Nixon went to China, they didn’t know when they were going to meet Mao," said Jack Huang, head of the greater China practice at the law firm Jones Day. "That game has been played by the Chinese over and over."
Still, Huang cautioned against saying that Chinese executives would not be able to close deals overseas.
"The Chinese know very well if you want to do deals on the international arena, you have to move expeditiously," he said. "This is not a situation where the bureaucrats don’t know the realities outside of China."
Nonetheless, Chinese companies may be operating at a disadvantage to their multinational competitors on the deal front. Multinational companies outside China generally have a special team that deals with mergers and acquisitions, notes Oded Shenkar, author of "The Chinese Century" and a professor of management at Ohio State University.
"They have experience and routines as to how you look at a deal, and they’d abort it fairly early on" if it was not going to work, Shenkar said. "The Chinese do not have that yet."
In the past year, China’s successful big-ticket deals were in the energy sector, including the $4.5 billion purchase of PetroKazakhstan by China National Petroleum, the parent of PetroChina, and the $1.42 billion purchase of oil fields in Ecuador by Andes Petroleum.
Top executives in the sector are used to deal-making, some advisers said. Andes management is a "sophisticated team," said Angus Barker, UBS’s head of mergers and acquisitions for Asia. UBS advised Andes on the Ecuadorean deal. Judging from these transactions, Chinese companies have "shown they can mix it with all comers from around the world in auctions and win," Barker said.
Heather Timmons of The New York Times reported from London and Donald Greenlees of the International Herald Tribune reported from Hong Kong.
文章定位：
