并购溢价与创新实现渠道：选择抑或协同渠道

创新是引领发展的第一动力，创新能力在企业竞争中的重要性日益凸显，但自主创新往往风险较高，且周期较长，越来越多的企业选择通过并购以实现快速创新。并购促使企业创新实现的方式主要包括选择高创新能力标的企业和与标的企业实现协同创新两种模式，亦即选择渠道与协同渠道。本文以A股上市公司为样本予以实证。研究发现，相较于并购前主并企业的创新能力而言，并购溢价越高，并购后企业整体创新能力地提升越强，选择渠道成立；而相较于并购前并购双方的创新能力而言，并购溢价与并购后通过协同产生的增量创新之间未能呈现显著相关关系，协同渠道不成立。进一步检验发现当被并购企业为高新技术企业时，并购溢价更高；过高的并购溢价可能会降低主并企业自身的创新能力，再次证实和证伪了选择渠道和协同渠道。本文揭示了上市公司在并购创新渠道选择上的倾向性，建议企业在并购时及并购后应更多的考虑企业间的协同效应，而非仅关注标的企业的创新能力，监管机构则需加强对高溢价并购的监管，以防范其对上市公司自身运营可能造成的危害。

M&A premium and enterprise innovation realization channels: Selection channel or synergy channel

     Innovation is the first driving force leading development, and the importance of innovation ability in enterprise competition is becoming increasingly prominent. However, independent innovation is often risky and has a long cycle. Innovation activities may occupy a lot of resources and funds in their daily business activities, and once the innovation fails, enterprises may be under pressure from the collapse of stock prices in the capital market and the tightening of financing constraints. Therefore, for many listed companies that lack the ability of independent innovation, internal innovation is often powerless. At this time, M&A has become an important means to quickly realize external innovation. The ways of M&A to promote enterprise innovation mainly include selecting the target enterprise with high innovation ability and realizing collaborative innovation with the target enterprise, that is, selection channel and synergy channel. However, there is few literatures to distinguish these two M&A innovation channels, and the tendency of Chinese listed companies in the selection of M&A objects is unknown. Relying on the selection channel and synergy channel framework of M&A for innovation, this paper verifies the internal mechanism of M&A premium and innovation ability, and enriches the relevant research of agency theory, resource acquisition theory and synergy theory in M&A motivation theory.      This paper takes A-share listed companies from 2007 to 2017 as a sample. In terms of index selection, through the test of the relationship between M&A premium and the innovation ability of the merging enterprises before M&A, it is found that when the innovation ability of the merging enterprises is weak, they tend to pay a higher premium, and the level of innovation ability is often consistent between years. At this time, if there is a simple regression between M&A premium and enterprise innovation ability after M&A, there may be a certain reverse causality problem. This paper takes incremental innovation before and after M&A as the measurement index of innovation ability improvement. This method can alleviate the possibility of reverse causality to a great extent and enhance the credibility of the conclusion. At the same time, this paper takes the industry average of M&A premium as the instrumental variable of M&A premium for endogenous test, which alleviates the problems of missing variables to a great extent.      The study found that: (1) compared with the innovation ability of the merging enterprises before M&A, the higher the M&A premium, the stronger the overall innovation ability of the enterprises after M&A, that is, the M&A premium supports the selection channel of M&A innovation. (2) Compared with the innovation ability of both sides before M&A, there is no significant correlation between M&A premium and incremental innovation generated by synergy after M&A, that is, M&A premium does not support the synergy channel of M&A innovation. (3) Further research shows that when the target enterprise is a high-tech enterprise, its M&A premium is significantly higher, which supports the selection channels from a more direct perspective. The regression between the M&A premium and the innovation ability of the merging enterprises after M&A shows that the higher the M&A premium, the lower the innovation ability of the merging enterprises after M&A, which also falsifies the synergy channel again. (4) In order to control the impact of M&A events on the innovation output of enterprises, the sample range is limited to the enterprises with M&A in that year. In order to answer the question whether the high premium of M&A enterprises will have a negative impact on the innovation of enterprises compared with enterprises without M&A. After matching the successful M&A enterprises with the failed M&A enterprises, this paper finds that even in the full sample range, high premium payment can still bring high innovation output to enterprises.     This paper reveals the tendency of listed companies in the choice of M&A innovation channels. Compared with the target high-tech enterprises, the M&A cost of selecting non-high-tech companies with synergy innovation ability is lower and makes a greater contribution to the realization of the overall innovation ability of the society. However, at present, Chinese listed companies still have a certain shortsightedness in the selection of M&A targets. Therefore, it is suggested that enterprises should pay more attention to the synergy between enterprises during and after M&A, rather than only the innovation ability of the target enterprise. Regulators need to strengthen the supervision of high premium M&A, so as to prevent the possible harm to the operation of listed companies.