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After the share reform era listed company M & A trends and countermeasures

Author: ZhangMinCong From: www.yourpaper.net Posted: 2009-03-31 17:28:02 Read:
In April 2005, the split share reform was officially launched, marks the beginning of China's securities market institutional building fundamental change. Share reform work relatively smoothly, as of the end of May 2006, the Shanghai and Shenzhen Stock Exchanges have completed share reform or change the program's start-up shares listed companies reached 971 (excluding the share reform program was rejected 11), 72.25% of the 1344 shares should change the company's; the market value of the share reform companies for a total of 3.0044 trillion yuan, accounting should share reform companies total market value of the ratio reaches 72.77% as listed companies have completed the share reform, the market will usher in a new era of G shares, stock market pattern will subsequently undergoing profound changes. 2006 will be China's securities market from the split share structure into tradable pattern period, after coming tradable Share Reform.
In the after stock reform era, full circulation market will gradually molding, and regulatory authorities also said that 2006 will be "vigorously promote market innovation, expanding the breadth and depth of capital markets", one important aspect is to promote the M & A market innovation, from the deposit amount of continuous improvement of the structure of listed companies, merger and reorganization of listed companies in a variety of market-based means of payment and innovative ways can be expected, after the share reform era listed companies merger will usher in more development.

, After the share reform era listed company M & A development background

The implementation of the new "Securities Act" solid institutional support for mergers and acquisitions of listed companies in the past system of the implementation of a comprehensive offer to the acquisition of listed companies in China, the acquisition cost is relatively high, to some extent, restricted the development of the acquisition market. " Securities Act "in general offer, allowing the acquisition of part of the way of an offer to the acquisition of listed companies, the Offeror provides a more flexible and cost-controlled. Offeror according to their needs and market conditions, set acquisition targets in the number of acquisition, rather than forced to accept all of the shares of the acquired company, which will not only help to avoid a full tender offer may lead to terminate the listing of the Company, but also conducive to promoting the acquisition of listed companies market behavior, reduce regulatory authorities in general offer exemptions administrative intervention the other hand, the acquisition of listed companies only stock shares can not be issued incremental shares to complete, greatly increasing the difficulty of the acquisition. "Securities Act" require listed companies to issue new shares not only the implementation of a public offering viable non-public offering, investors can take the tender offer, an agreement for the acquisition and other legal means of acquisition of listed companies. provides for the acquisition of innovative ways from the system to open a broad development space.
2 split share structure reform to mergers and acquisitions of listed companies to create the perfect opportunity. Share reform is the largest shareholder in exchange for distribution rights to bonus shares to the shareholders of tradable shares, which appear the following conditions: First, a substantial shareholder accounting for the share of the shares of listed companies fell even lower than the proportion of outstanding shares; Second, due to historical reasons, such as share placement, transfer with, issuance, issued convertible bonds and other reasons, the proportion of tradable shares is greater than the non-tradable shares, bonus issue price, the proportion of tradable shares is far greater than the non-tradable shares of these two factors will result in the largest shareholder loses absolute control, the acquirer can acquire such shares of listed companies in the secondary market and the control of the Company rights at the same time, according to the current share reform "10 to send 3" average price level, under the same conditions in the float market capitalization of listed companies after the price ex-rights decreased by 20%, some of the company's share price even lower than the net assets of the share reform rapidly advancing market context, the value of mergers and acquisitions of listed companies will be significantly improved.
Adjustment of industrial structure and the internal demand of industry consolidation is a powerful driving force to promote public M & A in the pattern of global economic integration, industry consolidation and development of the theme of global mergers and acquisitions by industry consolidation synergies of resources optimal configuration, enhance the core competitiveness of industries mergers and acquisitions intrinsic motivation in the context of China's industrial structure adjustment, mergers and acquisitions will become an important means of domestic enterprises integrate resources, business restructuring and foreign investment into China market strategy layout subject to resource constraints lead to overcapacity, after a high-speed development, because the consumption structure adjustment caused by lower demand in the industry will be a larger M & A tendency to some of the larger companies in the industry is inevitable mergers and acquisitions market competition means out of competition opponents, integration of industry resources, improve their market share and industry concentration, optimize the industrial structure.
(4) development of the market listed company mergers and acquisitions increased mature markets outside the historical experience has shown that low, the stock market has lasted for many years in the doldrums period, is often listed company M & A activity period. Securities Market After years of adjustment , market capitalization of only a few trillion, ex-rights price and make a lot of stock in the secondary market price close to or below the net assets of the stock cheap stock prices and lower than the surrounding stock market price-earnings ratio, which will attract a large number of the strength of capital to participate in the listed company M & A to

Second, after the share reform era of mergers and acquisitions of listed companies trends

M & body diversity. The original Law "provisions of the Company's foreign investment shall not exceed 75% of the company's net assets, only 1 times larger than the value of the acquired equity companies to come forward to the acquisition, which greatly limits the acquisition of the scope of the full circulation all stock outstanding shares, legal person, personal as you can buy, In this way, the individual will become equal Offeror. Moreover, the new company law system allows to set up a one-man company, a company, reducing the mandatory registration capital requirements, the abolition of restrictions of foreign investment shall not exceed 50 percent of the net assets, in theory, small companies to acquire large listed companies, "snacks" has been completely possible to one-man company, a dollar are likely to finance the acquisition of listed companies, which after leveraged buyouts, management buyouts development to create the conditions for the foreseeable future, there will be more subject to participate in the acquisition of listed companies.
(2) the diversification of mergers and acquisitions. The original "Securities Act" does not allow private placement, acquisition of listed companies only stock shares, not through the issuance of incremental shares to complete this restriction makes a lot of economically viable listed companies the acquisition of the items in practice due to regulatory restrictions and difficult operations, the especially greatly limits the the underperformance company mergers and acquisitions, is not conducive to the further development of China's listed companies M & A market, while the new "Securities Act" non-public offering of new shares of listed companies held overall positive attitude, listed companies to issue new shares not only the implementation of the public offering, the implementation of non-public offering, the provisions of the above private placement acquisition of listed companies to open legal channels, which will provide new forms of technology acquisition of listed companies new "Securities Law" also stipulates that investors can take the tender offer agreement to acquire, and other legal means acquisition of listed companies. Therefore, in the era of post-split share structure, the general sense of agreement to acquire will cease to exist from the mandatory tender offer offer steering initiative offer private placement will become important in the future period acquisition of listed companies.
(3) M & A philosophy major shift in strategic acquisitions to increase the proportion of mergers and acquisitions in the stock market the past, too much attention to short-term financial benefits to short-term factors of production resources-oriented M & A value orientation in order to obtain the "shell not fancy the value of listed companies in both the business and assets financial mergers and acquisitions, corporate M & A decisions tend to enter the circulation time in the context of growing international competition, as a listed company M & A primary form Get the shell resources - conceptualization restructuring - cash in the secondary market "mode will appear sharp downward trend, based on industry consolidation strategies and resources revaluation triggered control of listed companies compete for control over the mainstream market, industry consolidation for the purpose of Strategic acquisitions will continue to increase.
(4) the development of foreign mergers and acquisitions will be more rapid. Foreign investment in China, mergers and acquisitions that only 5% -10%, while in the international mergers and acquisitions generally account for 70% of foreign investment as the market environment to improve the integrity of the relevant rules and regulations and the split share structure reform further, the investment value of China's stock market will be more and more obvious, more and more financially sound, good prospects for business development, will provide shareholders with long-term returns of quality listed companies will be favored by foreign investors, foreign mergers and acquisitions of listed companies restructuring operation will be diminishing.
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