| Summary: | 碩士 === 國立政治大學 === 智慧財產研究所 === 95 === In 2005 and 2006, several renowned mobile phone OEM or branding companies in Taiwan were merging, sinning off and/or restructuring through their local or foreign affiliates. Except some were intended to exit the market, most were utilizing the merger and acquisition to combine various resources to grow in their sizes.
In one of the cases, the merger of mobile phone business units of BenQ – Siemens, BenQ clearly indicated that through the merger, BenQ intended to acquire the intellectual property resources from Siemens including the essential patents, license of trademarks, technical supports and know-how, etc. BenQ also indicated that the acquisition of licenses of Siemens’ essential patents and brand name usage regarding mobile phone business would be the major target in the merger deal, as well as the turning point as to whether the merger should proceed along. In that case, therefore, BenQ highly expected to obtain licenses of Siemens’ essential patents and brand name regarding mobile phone business.
The foregoing paragraph raises certain issues: what is the business purpose of a Taiwan mobile phone company to obtain the essential patents from other renowned and sized mobile phone branding companies? Assuming such business purpose is found, what kinds of evaluations and feasibility studies the merging company should conduct before the merger closing, in order to warrant the business purpose? Besides, what is the business purpose for the merging company to acquire from the renowned company a license to use the trademarks? If the merging company views such trademarks not as merely trademarks, but largely focuses the branding value added by the merged company with such trademarks, one would ask a question: where are the activities that have created and supported the mobile phone branding value? Through what ways, the merging company is able to successfully transfer the branding value from the merged company to the merging company and develop its business prosperously with the transferred branding value?
This thesis starts with the above issues and discusses the relevant topics in various theories, using the ample business materials and facts in BenQ – Siemens merger as a base for case study so as to make the theory discussions in this thesis in a more practical sense.
The research conclusion in this thesis indicates: If the major target in the whole merger deal is to acquire essential patents and trademarks from the merged business, the merging business must establish a complete feasibility assessment program in accordance with the intended business purpose (the thesis intends to provide a illustration charts for such assessment program) before the closing, and a well coordinated implementing procedures for post-closing operation, in order to higher the probability of meeting the intended business purpose while lower the possibility of spoiling a “great opportunity” into a “huge risk”. In addition and beforehand, the merging business should be able to tell the specific differences in nature between the brand names and trade marks. The merging business should also clearly identify the merged branding value, and further, ensure there is no negative impact in applying the merged branding in its business.
Based on the conclusion stated in the preceding paragraph, the author thereby submits the following recommendations as a result of the research in the thesis:
1.If the specific target for a merging business seeking to combine intellectual property resources of the merged business is to obtain the essential patents from the merged business, it is advisable for the merging business to, before the merger, identify whether the patents proposed to be acquired are indeed essential patents in relevant industries, establish a clear business purpose feasibly achievable by acquisition of such patents, and establish an assessment program and a well coordinated implementing procedures operation in accordance with the established business purpose.
2.It is extremely imperative to conduct a solid and full-scaled pre-closing feasibility studies so as to reduce the business risks in merger deal. It is advisable for a merging business to devote considerable resources to conduct evaluation and information gathering before merger closing, and not to remedy and mitigate the case in post closing days.
3.It is advisable for the merging business to identify and list in detail the risks in acquiring the core patents from the merged business, and further structure through merger related contracts to effectively control and minimize such risks.
4.It is advisable for the merging business to clarify whether the proposed trademarks are having true branding value, find the factors within the merged business creating and supporting such branding value, clearly tell differences between branding value and brand popularity, and then carefully assess if the proposed brand name is powered with the true branding value or merely covered with a wide popularity.
5.After identifying the branding value of the proposed trademark, if the branding value is intended to be transferred into the merging business, it is advisable for the merging business to conduct a full examination on the previous branding value activities of the merged business, and adjust/develop the value-added items of new activities by continuing joint efforts of corporate businesses, not a flash show in the market.
6.No matter the marketing strategy is by single brand name or combined dual brand name, if the proposed trademark usage is limited by time expiration, the merging business must consider after the expiration, how to successfully transfer the branding value of the proposed trademark to existing trademark originally held by the merging business, and how to maximize or maintain the independent branding value of the existing trademark after the expiration.
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