作者：李勍，晶瑞电材董事长，华安基金前总裁 适逢春节假期，杨益先生发来《丹纳赫模式》一书的初稿，恰似"好雨知时节，当春乃发生"。我从上海 到东京一口气读完，大感共鸣，大呼过瘾。作为一个从金融转战实业的实践者，这几个月来，中国企业 的并购正是我持续关注和逢机必讲的话题。对于当下处于转型关键期的中国企业而言，如何突破传统发 展模式的局限，实现从成本领先模式到技术领先模式的蜕变，已是亟待解决的问题。丹纳赫集团，这家 在全球并购版图中熠熠生辉的企业，其发展历程宛如一部教科书，为中国企业提供了极具价值的借鉴。 丹纳赫集团不仅通过400多次并购扩大了商业规模，还通过管理赋能显著地提升了企业毛利率，再通过 产业重组最终聚焦在高毛利率的新兴技术领域，从成本领先模式升级到了同时具备成本领先和技术领先 优势的最佳模式。并购扩大业务规模，管理提升经营绩效，重组聚焦新兴技术，这种"做大、做强、做 优"的三部曲，正是现阶段中国企业需要学习借鉴的。 探索并购式创业之路 美国在过去百年间经历了5次并购大浪潮，为全球经济发展和企业成长提供了丰富的经验。从早期石 油、钢铁、汽车行业的合并，到后来电子、通信、计算机领域的整合，并购浪潮从最初的一 ...

Core Viewpoint - Danaher Corporation is recognized as a "king of mergers and acquisitions" with a remarkable track record of 400 acquisitions over 40 years, yielding an 1800-fold return, making it a model for companies like Midea, Fosun, and WuXi Biologics to learn from [2][3]. Company Overview - Danaher Corporation, founded in 1984 by Steven and Mitchell Rales, has evolved from a real estate trust into a diversified global company with a market value exceeding $200 billion as of 2024 [4][5]. - The company maintains a low profile despite owning well-known brands such as Leica Microsystems and Pantone, and has been pivotal in supplying critical equipment during the COVID-19 pandemic [6][12]. Financial Performance - Danaher has outperformed Berkshire Hathaway in stock price performance over the past 40 years, achieving nearly 100,000% total shareholder return since its inception, compared to just over 4,000% for the S&P 500 during the same period [9][8]. - The company has consistently delivered a compound annual growth rate of 22% in total shareholder returns from 1984 to 2019, significantly surpassing other diversified companies [9][8]. M&A Strategy - Over its 40-year history, Danaher has completed nearly 400 acquisitions, investing approximately $90 billion, which has contributed to its current market valuation of around $200 billion [11][10]. - The company’s approach to mergers and acquisitions not only increases its size but also enhances its operational efficiency, allowing it to discover multiple growth avenues [12][10]. Management and Operational Excellence - Danaher’s management system, known as DBS (Danaher Business System), is recognized for its effectiveness in operational improvements, often yielding significant increases in profit margins for acquired companies [14][15]. - The company has a strong track record of developing CEOs, with many of its former executives taking leadership roles in other major corporations [17][18]. Business Evolution - Danaher’s business model has transformed significantly over the decades, moving from leveraged buyouts to lean operations, and now focusing on healthcare technology [26][27]. - The company’s revenue has grown from under $1 billion in 1990 to approximately $31.5 billion in 2022, with a compound annual growth rate of about 12% [25][27]. Conclusion - Danaher Corporation exemplifies a successful blend of a long-term acquisition fund and a management consulting firm, demonstrating a unique ability to adapt and thrive in various industries [22][23].

Core Viewpoint - Despite macroeconomic headwinds, the M&A market continues to show resilience, with a significant increase in global M&A transaction volume in the first half of 2025, up by 29% year-on-year [1] Group 1: M&A Activity Trends - In the first half of 2025, the number of mega-deals (transactions over $10 billion) reached a historical high, driven by corporate focus on long-term growth and increased confidence from CEOs in operational investments and strategic mergers [2] - The Asia-Pacific region saw a notable increase in mega-deal activity, with transactions between $1 billion and $5 billion rising by 57% year-on-year, while the Americas and Europe, the Middle East, and Africa experienced increases of 42% and 9%, respectively [3] Group 2: Financial Institutions and Investment Behavior - Financial investment institutions are actively deploying capital, showing a cautious yet progressive investment approach amid macroeconomic uncertainties [4] - The role of financial investment institutions in supporting corporate development is becoming increasingly critical, with sustained high demand for key assets [5] Group 3: Corporate Strategies for Value Creation - Corporate spin-offs and organizational streamlining are essential strategies for unlocking shareholder value, particularly in a favorable interest rate environment and recovering stock markets [6] - In response to de-globalization trends, companies are simplifying their structures to mitigate risks and enhance value, with geopolitical tensions and regional regulatory differences driving businesses to reorganize by region [7] Group 4: Regional M&A Dynamics - The Asia-Pacific region is experiencing a dual acceleration in both cross-border and local M&A activities, as companies seek to diversify revenue sources and expand into high-growth emerging markets [8]

Core Viewpoint - Danaher Corporation has achieved remarkable long-term performance and a unique operational model, providing valuable insights on how to navigate uncertainty in the business world and achieve sustainable growth [1]. Group 1: Danaher's Performance and Strategy - Over 40 years, Danaher has completed 400 acquisitions, resulting in an 1800% increase in revenue, outperforming Berkshire Hathaway under Warren Buffett's leadership [1]. - Danaher's gross margin has expanded from approximately 30% to over 60% [4]. - The company’s former CEO, Larry Culp, successfully transformed General Electric, demonstrating Danaher's effective leadership and strategic capabilities [4]. Group 2: Key Principles of Danaher's Success - Danaher’s success is attributed to three main forces: the power of common sense, the power of systems, and the power of culture [4][8]. - The company’s acquisition strategy is guided by the principle of prioritizing market needs, ensuring that each acquisition adds value and avoids blind expansion [5]. - Danaher emphasizes the importance of compound growth, aligning with Warren Buffett's view that time is a friend to great companies [5]. Group 3: The Danaher Business System (DBS) - The Danaher Business System (DBS) is a dynamic management system that embodies the execution of common sense, continuously evolving through the integration of best practices from acquired companies [6]. - DBS serves as a vital framework for Danaher, promoting a culture of continuous improvement and adaptability [6]. Group 4: Cultural Aspects of Danaher - Humility is a core organizational trait at Danaher, fostering a culture of reflection and respect for human talent, which is essential for attracting and retaining top talent [7][8]. - Other key organizational traits include excellence, honesty, and focus, along with six behavioral principles that guide operations and decision-making [8]. - Danaher’s cultural success is fundamental to its overall achievements, suggesting that other companies can benefit from adopting similar cultural values [8].

Core Insights - Danaher Corporation has achieved significant long-term performance and operational excellence through a unique acquisition strategy, resulting in an 1800% increase in revenue over 40 years and outperforming Berkshire Hathaway [1] - The book "The Danaher Model" by former Danaher executives dissects the company's success, highlighting two core capabilities: the Danaher Business System (DBS) and exceptional strategic acquisition and integration skills [1] Group 1: Common Sense - Danaher's success is rooted in simple principles, emphasizing a market-first approach in its acquisition strategy, which is based on understanding customer needs and considering competitive barriers and return on invested capital [5] - The company avoids blind expansion by focusing on high-barrier, high-value sectors, reinforcing the idea that every acquisition should add value [5] - Danaher exemplifies the power of compounding, aligning with Warren Buffett's belief that time is a friend to great companies [5] Group 2: Systematic Approach - The Danaher Business System (DBS) is a dynamic management system that translates adherence to common sense into actionable strategies, rather than a rigid manual [6] - The book elaborates on the evolution of DBS, which continuously integrates best practices from acquired companies, enhancing its effectiveness and resilience [6] Group 3: Cultural Strength - DBS is not only a methodology but also a core cultural element that fosters humility, which is essential for attracting talent and promoting self-reflection within the organization [7] - Danaher's organizational values include humility, excellence, honesty, and focus, alongside six behavioral principles that guide operations and decision-making [8] - The cultural framework of Danaher is fundamental to its success, suggesting that other companies can benefit from adopting similar cultural practices [8]

Group 1 - Global top bankers show increasing confidence that the worst market period is over, with the S&P 500 and Nasdaq indices reaching new highs, boosting optimism for more active M&A activities in the second half of the year [1] - The World Bank's latest report indicates that global foreign direct investment (FDI) continues to decline, with a projected drop of 11% to approximately $1.5 trillion in 2024, marking two consecutive years of decline [4][10] - The digital economy is one of the few sectors experiencing growth, with a 14% increase in global FDI in this area for 2024, driven by greenfield investments, particularly in data centers, AI, cloud computing, and cybersecurity [13] Group 2 - Despite a decline in overall FDI, North America saw a 23% increase, while Europe experienced a significant drop of 58% [5] - The global M&A activity is on the rise, with over 17,528 transactions signed in the first half of the year, although the total number of deals is lower than the previous year, the size of transactions has increased, particularly in Asia [14] - The WTO predicts that despite challenges, service trade is expected to maintain growth, with a projected volume of $4.25 trillion by March 2025, accounting for nearly 14% of global goods and services exports [14]

Group 1 - Goldman Sachs and JPMorgan Chase highlight a significant recovery in the European M&A market, driven by a new €500 billion (approximately $576 billion) fund established by the German government for infrastructure and climate projects [1] - The total M&A transaction value involving German companies has reached approximately $79 billion, marking a substantial increase of about 50% compared to the same period in 2024 [1] - Major German companies are leading foreign investments, with Siemens planning to acquire Dotmatics for $5.1 billion and Merck KGaA making a notable acquisition of Springworks Therapeutics Inc. in the U.S. [1] Group 2 - There is a healthy level of transaction activity in Germany, with local large infrastructure or construction companies less affected by U.S. tariff policies, leading to increased optimism [2] - European executives are more optimistic about M&A prospects than their U.S. counterparts for the first time in two decades, according to JPMorgan [2] - Germany has become the hottest location for IPOs in Europe, with two significant IPO transactions announced recently [2] Group 3 - The rebound of the European stock market, driven by the German market, is primarily supported by high-leverage hedge funds, bullish investors, and positive macroeconomic data [3] - Amundi SA's report indicates a shift from focusing on U.S. assets to betting on European and emerging market trends due to uncertainties in U.S. government policies [3] Group 4 - The term "MEGA" (Make Europe Great Again) has resurfaced, reflecting increased investor interest in European financial markets and significant capital inflows into European stocks [4] - European defense stocks have seen substantial price increases, making them the biggest winners in the European and global stock markets this year [4] - The surge in stock prices for defense companies, including Rheinmetall, indicates a strong market trend for companies associated with defense and military production in Europe [4]

涉及总金额1024.73亿元人民币。 作者 | 私募通 来源 | 决策投资圈 （ID: PEDATAMAX) 清科创业（01945.HK）旗下私募通统计：截至本周五下午，募资、投资、上市和并购 共 177 起 事 件 ， 涉 及 总 金 额 1024.73 亿 人 民 币 。 从 交 易 金 额 来 看 ， 本 周 金 额 较 大 事 件 是：2025年4月16日，金源国际控股有限公司（领投）投资Newmont Golden Ridge Ltd10亿美元。从交易事件地域分布看，目前主要分布在浙江省、江苏省和北京市，占 比为浙江省20.3%，江苏省15.8%，北京市9.6%。 更多信息请登录：ht tps ://max.pedata. cn/ 01 本周募资情况 本周新登记股权投资基金管理人共计0家，取消备案登记13家，全年截至目前累计股权 投资基金管理人数量为23家。本周新增备案基金数量为94只，规模总计638.83亿元， 本周备案基金募资最多的为杭实智投（杭州）产业投资基金合伙企业（有限合伙），募 集 100.00 亿 人 民 币 。 全 年 截 至 目 前 累 计 股 权 投 资 备 案 基 金 数 量 ...

2025年A股并购市场热度高涨，开年以来已有超20家上市公司披露控制权变更计划，涉及新能源、半导 体等不同领域。但面对复杂的股权结构和监管环境， 收购方如何快速锁定控制权？不同场景下又该如 何选择交易工具？ 我们来给大家分享几个 主流的收购方式 ： 一、协议转让 1 基基基本本本含含含义义义 协议转让是指交易各方共同签署协议，约定收购方直接受让出售方所持上市公司一定数量的股份。 2 使使使用用用场场场景景景 标的股份不存在转让限制 （即不属于限售股或存在其他无法解除的权利限制，如司法冻结、司法 标记或处于质押状态尚无法解除等）。 3 典典典型型型案案案例例例 2024年11月， 苏州步步高以15元/股协议受让大千生态18.09%股份 ，总价3.68亿元，不触及要约 收购，轻松拿下控股权。 二、协议转让+表决权委托或放弃 1 基基基本本本含含含义义义 表决权委托或放弃通常为上市公司大股东通过无对价的方式将除收益权之外的其他权利委托给收购 方，或者放弃表决权的行为。 2 使使使用用用场场场景景景 在策划收购方案时，引入表决权委托或放弃的安排，主要是为了强化收购方对上市公司的控制地 位。这一策略旨在使 收购方成为持 ...

以下文章来源于融中财经 ，作者王涛 融中财经 . 时至今日，创始人、投资人们不再头铁，IPO不成，并购似乎也是一个好出路。 01 IPO不成后 创始人们卖掉了公司 中国领先的股权投资与产业投资媒体平台。聚焦报道中国新经济发展和创新投资全产业链。通过全媒体资讯平台、品牌活动、研究服务、专家咨询、投资 顾问等业务，为政府、企业、投资机构提供一站式专业服务。 来源 | 融中财经 越来越多的公司愿意卖身了。 资本市场的风向正在悄然转变。随着IPO审核趋严、市场波动加剧，一批曾踌躇满志冲击公开市场的企业纷纷转向并购退出，掀起了一股前所未有的交易 热潮。 自2024年9月证监会发布的"并购六条"明确释放鼓励信号后，如今地方国资纷纷入场：上海组建500亿元并购基金矩阵，安徽、湖北等地国资接连收购上市 公司控股权。数据显示，2024年前三季度并购退出占比已攀升至29%，与IPO退出渠道的收缩形成鲜明对比。这一趋势背后，是资本市场的深层逻辑变革 ——当一级市场流动性承压，并购不再仅是备选方案，而成为盘活资产、优化资源配置的关键枢纽。 数据显示，2024年度，中国并购市场（包含中国企业跨境并购）共披露8,378起并购事件，交易规 ...