M&Aの成立に向けて、譲受側が譲渡側に対して財務分析を実施します。
この財務分析は、M&Aの成功に向けて不可欠なステップとされており、その詳細については必ずしも広く知られていないかもしれません。
そこで、この記事ではM&Aにおける財務分析の重要な内容について説明します。
特に財務分析の目的と、その実施において重要な5つの方法に焦点を当てて解説していきます。
この知識は、M&Aのプロセスを理解し適切に進めるために役立つと思いますのでぜひ参考にしてください。
M&Aの財務分析の目的と内容
M&Aの財務分析とは相手企業の財務指標を見て、財務状況を把握することです。
ここではM&Aにおける財務分析の目的と内容を解説します。
財務デューデリジェンスとリスク回避が目的
財務分析の目的は財務デューデリジェンスです。
簡単に言えば、相手企業の財務状況を財務指標をベースにして確認し、M&Aによるベネフィットとリスクを把握することです。
特に財務分析では、簿外債務などによる財務リスクの回避を目的として実施します。
財務・会計についての調査を経て、最終的には譲渡価額の決定にもかかわる重要な取り組みです。
財務分析の内容
財務分析は基本的に損益計算書（PL）、貸借対照表（BS）、キャッシュフロー計算書を分析します。
この3つは財務三表と呼ばれる財務の重要書類で、今後の企業の財務状況を予測することも、過去の財務事情を確認することもできます。
損益計算書や賃借対照表の経時的変化や、各財務指標の項目別の分析を通して現在抱えている問題、今後の課題を洗い出すのが基本です。
M&Aの財務分析のアプローチ
M&Aの財務分析の方法には内部分析と外部分析があります。
内部分析とは社内で実施する財務分析で、経営者や従業員などが財務諸表を見て分析する方法です。
M&Aの譲渡側にとって重要で、企業の譲渡価額の交渉の根拠としたり、譲受側に財務上の問題がない事実を示したりすることができるようになります。
一方、外部分析は外部機関が実施する財務分析です。
M&Aでは譲受側がおこなうこともありますが、外部に委託して実施する場合もあります。
譲受側から提供された財務諸表だけでなく、与信調査の情報なども用いることもあります。
M&Aにおける5つの財務分析
M&Aの財務分析は5つの観点から実施します。
ここではその5つの財務分析の方法を簡単に解説します。
収益性分析
収益性分析は売上を出しつつ、原価を抑えて利益を生み出す力の分析です。
自己資本利益率（ROE）や総資産利益率（ROA）、売上高営業利益率などが確認する財務指標です。
過去5年～10年程度の数値変化の推移を追うことによって、安定して稼げる基盤が整っている企業かどうかを評価します。
成長性分析
成長性分析はM&Aで重視されることが多い財務分析です。
今後の企業の成長の可能性があるかどうかを財務指標から評価します。
営業利益、売上高、自己資本の増加率を指標にして評価するのが一般的です。
同じ業界の競合他社との比較や、市場成長率との対照をすることで成長力があって将来的に有望な企業かどうかを見極められます。
安全性分析
安全性分析は端的に言えば倒産リスクの分析です。
M&Aをしたけれど財政的に立ち行かなくなり、仕入れ先に支払えなくなって倒産したというのでは元も子もありません。
利益が出ていてもキャッシュが不足してしまって倒産するケースもあるため、キャッシュフローを調査することが欠かせません。
流動比率、固定比率、自己資本比率といった指標も参考になります。
効率性分析
効率性分析は、資産からどの程度の利益を生み出しているかを財務指標から分析するアプローチです。
資産が少なくても大きな利益を上げている場合には効率性が高く、M&Aを通して得られる技術やノウハウが多いと期待できます。
総資本回転率、仕入れ債務回転率、売上債権回転率、棚卸資産回転率などが効率性の財務分析によく用いられている指標です。
業界が違う場合には相手企業の業界における一般的な水準を調査して比較することにより、効率性が高いかどうかを判断しやすくなります。
生産性分析
生産性分析は、経営資源を生かして効率的に価値を生み出しているかについての分析です。
一般的には、従業員一人あたりの生産性の指標となる労働生産性によって評価します。
付加価値生産性や、物的生産性なども財務分析に使用される場合があります。
生産性分析を通して資源の活用のノウハウがあるかどうかを見極めることが可能です。
M&A後の生産活動について改善の余地があるかを判断したり、目標設定をしたりする上でも有用な分析です。
まとめ
M&Aでは財務分析によって、相手企業の財務状況を正確に把握することが大切です。
財務リスクを把握して契約条件や取引価額を交渉できるだけでなく、M&A後のPMI計画も具体化しやすくなります。
財務分析では収益性だけでなく、安全性や生産性も含めて広い視野で分析することが大切です。
M&Aのリスクを回避しつつ、成立後の事業成長にも大きな効果があるので財務分析を徹底して実施しましょう。
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Matthew Roy, and Samuel Scott Stoner.
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