The meaning of merger and acquisition
M&A merger and acquisition company (M & ampa), a term of enterprise strategy, enterprise finance and management, refers to helping enterprises to grow rapidly in their fields, industries or sources by purchasing, selling, splitting and merging different companies or similar entities without establishing subsidiaries or joint ventures. In practice? Merge? And then what? Acquisition? The difference between them is getting smaller and smaller.
M&; A) has a very broad connotation, generally referring to mergers and acquisitions. Merge? Also known as absorption and merger, two different things merge into one for some reason.
Refers to two or more independent enterprises, companies merge to form an enterprise, usually a leading company absorbs one or more companies.
Acquisition? Refers to the purchase of shares or assets of another enterprise by an enterprise in cash or negotiable securities in order to obtain the ownership or control of all assets or an asset of the enterprise.
Another concept related to the meaning of M&A is integration? Refers to the merger of two or more enterprises into a new enterprise, and after the merger, multiple legal persons become one legal person.
M&A motivation
The most basic motivation of M&A behavior is to seek the development of enterprises. Enterprises seeking expansion are faced with two choices: internal expansion and development through mergers and acquisitions. Internal expansion may be a slow and uncertain process, and it will develop much faster through mergers and acquisitions, although it will bring its own uncertainty.
In theory, what is the most common motivation of M&A? Supporters of synergy M&A transactions usually pay a specific M&A price by realizing some kind of synergy. The synergistic effects of mergers and acquisitions include? Business synergy and financial synergy.
In practice, M&A's motives can be summarized as follows:
1. Expand the scale of production and operation and reduce costs.
Through mergers and acquisitions, the scale of enterprises has been expanded and an effective scale effect can be formed. Scale effect can bring about the full utilization and integration of resources, reduce the cost of management, raw materials, production and other links, thus reducing the total cost.
2. Increase market share and enhance the strategic position of the industry.
With the improvement of productivity and the improvement of sales network, the market share of large-scale enterprises will increase greatly. So as to establish the leading position of enterprises in the industry.
3. Obtain sufficient and cheap raw materials and labor to enhance the competitiveness of enterprises.
Through mergers and acquisitions, enterprises can expand their scale and become the main customers of raw materials, which can greatly enhance their negotiation ability and make it possible for enterprises to obtain cheap means of production. At the same time, efficient management, full use of human resources and the popularity of enterprises will all help enterprises reduce labor costs. So as to improve the overall competitiveness of enterprises.
4. Implement the brand management strategy, improve the visibility of the enterprise, in order to obtain excess profits.
Brand is the driving force of value. For the same product, even the same quality, the value of brand-name products is much higher than that of ordinary products. Merger and acquisition can effectively improve brand awareness, increase the added value of enterprise products and obtain more profits.
5. In order to realize the company's development strategy, advanced production technology, management experience, business network, professionals and other resources are obtained through mergers and acquisitions.
M&A activities not only acquire the assets of the enterprise, but also acquire the human resources, management resources, technical resources and sales resources of the acquired enterprise. All these are helpful to the fundamental improvement of the overall competitiveness of enterprises and the realization of the company's development strategy.
6. Enter new industries through acquisition, implement diversification strategy and diversify investment risks.
This situation appears in the mixed M&A mode. With the intensification of industry competition, by investing in other industries, enterprises can not only effectively expand their business scope, gain a broader market and profits, but also spread the risks brought by competition in this industry.
M&A risk
After M&A, there are many advantages that are beneficial to the development of enterprises, such as synergistic effect, rational allocation of resources and reduction of internal competition, but there are also a lot of risks, especially financial risks.
1. Financing risk
M&A usually needs a lot of money. If the funds are raised improperly, it will adversely affect the capital structure and financial leverage of the enterprise and increase the financial risk of the enterprise. At the same time, only by raising funds in full and on time can we ensure the smooth progress of mergers and acquisitions.
According to the different financing methods, there are two situations:
(1) Debt financing risk. Most enterprises generally make long-term loans through debt financing. However, bank credit funds mainly supplement the shortage of working capital and fixed capital of enterprises, and there is no credit project for enterprise mergers and acquisitions. So it is difficult to get the support of commercial banks. Another way of debt financing is to issue corporate bonds. Although the cost of capital is low, the raising time is long and the amount raised is limited.
(2) Equity financing risk. Issuing common stock is the basic way for enterprises to raise a large amount of funds, with no fixed interest burden and less financing risk. However, dividends should be paid from the net profit, and the capital cost is high, so you can't enjoy tax incentives.
2. False assets risk in the target enterprise value evaluation
Due to the information asymmetry between the two parties, the assets of the acquired party that the enterprise is optimistic about may be seriously overestimated or even worthless after the completion of the merger, thus causing huge economic losses to the enterprise. In the process of M&A, human subjectivity has a great influence on M&A, and M&A cannot be implemented according to the law of market value. M&A itself is a commodity exchange relationship, so it is necessary to establish an intermediary organization to serve M&A, reduce the information cost of both parties, and provide guidance and supervision for M&A's behavior.
3. Anti-takeover risk
If M&A evolves into hostile takeover, the acquired party will set up obstacles at any cost, increase the acquisition cost of the company, and may even lead to the failure of the acquisition.
4. Operational risks and risks of resettling employees of the acquired enterprise.
After the merger is completed, the enterprise may not produce synergy, the resources of both parties are difficult to complement each other, and even the scale is uneconomical, and the whole company may be dragged down. Moreover, the acquirer is often required to resettle the employees of the acquired enterprise or pay related expenses. If the company does not handle it properly, it will often bear a heavy burden and increase management costs and operating costs.
Risk strategy of merger and acquisition
Successful mergers and acquisitions can bring great development to enterprises, but if mergers and acquisitions are blocked, they will also bring huge losses to enterprises. Enterprises should take corresponding countermeasures to reduce the risk of merger and acquisition.
1. Understand the value and situation of the target company.
Enterprises should reasonably determine the value of the target company and reduce the valuation risk. Information asymmetry is the fundamental reason for the risk of value evaluation of the target company. Therefore, enterprises should conduct a detailed review and evaluation of the target company before mergers and acquisitions.
According to the company's development plan, an enterprise can hire an investment bank to make a comprehensive plan and make a comprehensive analysis of the industrial environment, financial situation and operating ability of the target company, so as to make a reasonable expectation of the future profitability of the target company. Be careful of the loopholes in the financial statements of the acquired party, pay more attention to the off-balance-sheet contents, whether there are expected liabilities such as pending lawsuits and bulk guarantees, and whether there are major facilities and key equipment mortgaged to prevent the risk of false assets.
2. Seize the opportunity and make a quick decision.
Once an enterprise has determined the M&A goal, it should seize the opportunity, advance if it should advance, retreat if it should retreat, and make plans early. It is not advisable to spend too long on the front line, which is time-consuming and laborious, inflated the cost of mergers and acquisitions, and more importantly, exploited loopholes for the target company and fell short. So we should attack decisively and make a quick decision.
3. Unify the strategic direction and properly arrange employees.
Enterprises should guard against business risks and employee placement risks, thoroughly integrate production, technology, resources, market and other aspects, and make an overall layout. In addition, the cultural concept should be unified. Before the merger, the development goals, job requirements and management methods of both parties are different, and they should be unified in one direction after the merger. Finally, it is necessary to properly arrange employees, treat employees of the merged enterprise equally, give them the same welfare and political treatment, stimulate the enthusiasm of employees of the merged company, and ensure the benefits after the merger.
M&A type
According to the different functions of M&A or the characteristics of industrial organization involved in M&A, M&A can be divided into three basic types.
1. Horizontal mergers and acquisitions
The basic feature of horizontal merger and acquisition is the horizontal integration of enterprises in the international scope. In recent years, due to the global wave of industry restructuring, combined with the actual development needs of various industries in China, coupled with the support of China's national policies and laws for horizontal restructuring, horizontal mergers and acquisitions in industries have developed very rapidly.
2. Vertical mergers and acquisitions
Vertical mergers and acquisitions are mergers and acquisitions that occur between upstream and downstream in the same industry. Vertical M&A is not a direct competitive relationship between enterprises, but a relationship between suppliers and demanders. Therefore, the basic feature of vertical M&A is the vertical integration of enterprises in the whole market.
3. Mixed mergers and acquisitions
Mixed mergers and acquisitions occur between enterprises in different industries.
Buy. Theoretically, the basic purpose of mixed M&A is to spread risks and seek economies of scope. Faced with fierce competition, enterprises from all walks of life in China think of diversification to varying degrees. Mixed merger and acquisition is an important method of diversification, which provides a powerful, convenient and low-risk way for enterprises to enter other industries.
The development of the above three M&A activities in China is different. At present, enterprises in China have basically got rid of the idea of blind diversification, and more are horizontal mergers and acquisitions. The data shows that the proportion of M&A's horizontal M&A activities in China is always around 50%.
Horizontal mergers and acquisitions are undoubtedly the most direct impact on the development of the industry. Mixed mergers and acquisitions have also developed to some extent, mainly concentrated in enterprises with strong strength. A considerable number of industries with more mixed mergers and acquisitions have better benefits, but their development prospects are uncertain. Vertical mergers and acquisitions are relatively immature in China, and are basically in basic industries such as energy, steel and petroleum. The cost of raw materials in these industries has a great impact on the industry benefits, so vertical mergers and acquisitions have become an effective way for enterprises to strengthen their business.
Make sentences with mergers and acquisitions
1. In Canada, this merger case needs to be reviewed according to the provisions of the country's competition law and investment law.
2. According to the written application submitted by the M&A applicant and other relevant units and individuals, the China Securities Regulatory Commission decides whether the relevant members of the M&A Committee should withdraw.
3. The common forms of assets reorganization of listed companies are: merger, custody and backdoor listing.
4. One of the motivations for China enterprises to complete such overseas M&A transactions is to make the acquired business play a role in China's domestic market. Compared with developed economies, China's growth potential is more attractive.
At present, Shanghai Branch of Bank of Communications is in contact with relevant enterprises about M&A loan. These enterprises include steel enterprises and shipbuilding industry. ? .
6. Strengthen the supervision of information disclosure of foreign mergers and acquisitions to prevent the stock market? Black-box operation The stock market fluctuates greatly.
7. Although the current environment in Western Europe and the United States is not conducive to some large M&A transactions, there are still some bright spots on a global scale.
M&A is of great significance to China's micro-economy and macro-economy.
Behind BAIC's eagerness to seek overseas mergers and acquisitions is its reluctance to step out of the domestic automobile industry.
10. In the early stage, through the acquisition of Alcatel, the Group mastered the core technology of G and owned the core intellectual property rights.
1 1. European stock markets closed lower, and the Stoxx index fell for two consecutive days. Concerns about the spread of the European debt crisis offset the impact of mergers and acquisitions.
12. The influence of enterprise value on enterprise mergers and acquisitions is of universal significance, especially for mergers and acquisitions between listed enterprises.
13. the development of cross-border mergers and acquisitions and economic globalization is not smooth sailing, but? Spiral upward? This trend will not end.
Will 14.M&A be the next periodic field with frequent climaxes?
15. Mr. Wang sends letters in the US post office and buys stamps and aerograms.
16. At the same time, more and more China enterprises tend to use foreign currency financing for overseas mergers and acquisitions.
17. The board of directors of the company is secretly discussing the merger.
18. Dongsheng Group and Fosun Group chose two different M&A strategies: specialization and diversification.
19. If Moussa can survive the next few weeks and buy fake wigs, with his advantages, he will be able to work for the crumbling dictators in this region.
20. Before joining Apple Computer, Cook served as the vice president of the purchasing department of Combek, a computer manufacturer that was the leader in the personal computer market at that time, but was later acquired.
2 1.M&A and the reorganization committee voted on M&A and the application for reorganization, and put forward audit opinions.
22. She added: We put forward this merger and acquisition plan for the growth of the company's performance, and we earnestly hope to continue to carry forward Cadbury's iconic brand and fine British tradition by increasing investment and strengthening innovation.
23. I heard that it is to prepare for the upcoming merger, so the company has to greatly streamline its staff.
24. Like the ambitious acquirer at that time, Google may regret its over-optimism.
25. In view of the shortcomings of previous M&A performance research, this paper increases the investigation period and sets strict sample screening standards.
26. HP's bid for PAR on Friday is the latest trend in the escalating M&A war. A source familiar with the situation told Reuters on Friday that HP had enough ammunition in this bidding war.
27. AllenWong of Simmons Law Firm said, "China is not the only country that has blocked mergers and acquisitions. There are the same procedures in other places ... every government has the same considerations. " .
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