21世纪以来，我国经济进入高速发展期，国内各行各业的市场竞争愈发激烈，越来越多的企业借助国家“一带一路”等战略带来优惠政策开始实施国际化发展战略，通过跨国并购的方式获取外国先进企业制造技术、管理经验来实现国际化经营，提高自身竞争力。医药行业在国民经济中的地位不断提高，其发展关乎人民健康、抗击疫情和社会发展。近年来，国家推行“两票制”政策和一致性评价原则来监督、规范医药行业发展，许多医药企业因存在创新研发能力差、研发投入少等问题无法进一步扩大规模、提高效益。为了适应国内医药行业发展大环境，越来越多的医药企业开始通过跨国并购的方式增强自身实力，提高企业经营收益。现阶段我国医药企业进行跨国并购的主要动机是为了拓宽销售渠道，获取国外优质资源，加速药品注册审批，增强自身核心竞争力。

虽然我国医药企业跨国并购成功案例不断增多，但并购失败率一直居高不下，究其原因是缺乏系统的针对医药企业跨国并购的风险管理措施研究。本文以研究背景及意义为切入点，对企业跨国并购的动因、风险管理方面的文献做了梳理。在此基础上，对医药行业现状及医药企业跨国并购现状进行详细介绍，并选取了医药行业跨国并购案例中具有代表性的案例——复星医药并购Gland Pharma进行分析研究。复星医药此次并购案公告于2016年7月28日，于2017年10月7日才完成交割，时间跨度长达1年之久，期间并购几经停滞，案例期间遇到的风险在并购案中具有代表性。本文介绍了医药行业现状、双方并购背景及并购历程，从并购总体环境、并购实施以及并购整合三个阶段入手，首先进行三阶段的风险识别，并购总体环境风险包括政治风险和法律风险，并购实施阶段风险包括目标企业选择风险、估值风险和支付风险，并购整合阶段风险包括资源整合风险与商誉减值风险。而后分析复星医药在此次并购案中实施的风险管理措施并评价风险管理效果。最后全面总结值得吸取借鉴的经验，根据案例分析结果得出医药企业跨国并购风险管理方面的启示，为我国医药企业走出国门提供些许帮助。

Since the 21st century, our country's economy has entered a period of rapid development, and the market competition in all walks of life in China has become more and more intense. Through cross-border mergers and acquisitions, enterprises acquire the manufacturing technology and management experience of foreign advanced enterprises to achieve international operation and improve their competitiveness. The status of the pharmaceutical industry in the national economy is constantly improving, and its development is related to people's health, the fight against the epidemic and social development. In recent years, the state has implemented the "two-invoice" policy and the principle of consistency evaluation to supervise and standardize the development of the pharmaceutical industry. Many pharmaceutical companies cannot further expand their scale and improve efficiency due to problems such as poor innovation and R&D capabilities and low R&D investment. In the development environment of the pharmaceutical industry, more and more pharmaceutical companies have begun to enhance their own strength and improve their operating income through cross-border mergers and acquisitions. At present, the main purpose of cross-border mergers and acquisitions in our country's pharmaceutical industry is mostly to obtain high-quality foreign resources, expand sales channels, speed up drug registration approval, and enhance its core competitiveness.

Although the successful cases of cross-border mergers and acquisitions of pharmaceutical companies in our country are increasing, the failure rate of mergers and acquisitions has remained high. The reason is the lack of systematic research on risk management measures for cross-border mergers and acquisitions of pharmaceutical companies. This paper takes the research background and significance as the starting point, and sorts out the literature on the motivation and risk management of cross-border mergers and acquisitions. On this basis, the present situation of the pharmaceutical industry and the cross-border mergers and acquisitions of pharmaceutical companies are introduced in detail, and a representative case of cross-border mergers and acquisitions in the pharmaceutical industry - Fosun Pharma's acquisition of Gland Pharma is selected for analysis and research. The announcement of Fosun Pharma's merger was announced on July 28, 2016 and completed on October 7, 2017. The time span was as long as one year. During the merger, the merger was stagnant several times. During the case, risks were encountered in the merger and acquisition case. representative. This paper introduces the current situation of the pharmaceutical industry, the background of mergers and acquisitions and the process of mergers and acquisitions. It starts from three stages: the overall environment of mergers and acquisitions, the implementation of mergers and acquisitions, and the integration of mergers and acquisitions. First, the risk identification of the three stages is carried out. The overall environmental risks of mergers and acquisitions include political risks and legal risks, and the implementation of mergers and acquisitions Stage risks include target enterprise selection risk, valuation risk and payment risk, and M&A integration stage risks include resource integration risk and goodwill impairment risk. Then analyze the risk management measures implemented by Fosun Pharma in this merger and evaluate the effect of risk management. Finally, a comprehensive summary of the experience worthy of reference, draws enlightenment on the risk management of cross-border mergers and acquisitions of pharmaceutical companies according to the results of case analysis, and provides some help for Chinese pharmaceutical companies to go abroad.