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Risk analysis and prevention of enterprise merger and acquisition

Author: WangZuo From: www.yourpaper.net Posted: 2010-06-01 23:26:36 Read:
[Keywords] M & risk risk analysis risk prevention
[Abstract] the with the rapid economic development, enterprise merger has become the enterprises to achieve a necessary way to expand the scale and growth, but there are many uncertain factors in merger and acquisition, the market risk is unavoidable.Based on the analysis of operational risk, financial risk, financial risk, information risk, cultural integration risks, risk factors, and puts forward some measures and control acquisition risk prevention, in order to achieve enterprise goal and structure
M & A is now enterprises to achieve a way to expand their scale and growth, is the inevitable product of the commodity economy, now the phenomenon of mergers and acquisitions between enterprises has become increasingly active, especially after China's accession to the WTO, with the further economic opening to the outside world, the development of information, biotechnology and other emerging technologies and industries, enterprises merger has become the focus of people attention.
a, M & a definition of
Enterprise merger risk is refers to the enterprise is not in M & A activities possibility reaches a predetermined goal setting as well as the influence of normal operation and management of enterprises brought, net present value that enterprise merger and acquisition investment uncertainty.
two, from the theoretical level to the enterprise merger and acquisition risk analysis
Enterprises to use the means of merger is to improve the quality of enterprise resources, improve resource utilization efficiency, so as to realize the maximization of enterprise value.But the risk is often accompanied with income.But under the market economic system, the process in the enterprise merger and acquisition, exist many uncertain factors, it may bring many unpredictable risks, therefore, it needs in the process of enterprise merger and acquisition, analysis of risk, and even reduce the risk of loss.
three, enterprise merger risk is an objective and inevitable, with M & A risks in detail
As enterprise merger belongs to commercial activity, M & A is for the purpose of profit, so the market risk is inevitable.From subjective on tell, enterprise merger risk exists, mainly for the acquisition of the lack of experience and the problems of thinking is not sufficient; objectively speaking, existence and development process and the way of M & M & A risks related enterprise, still have the particularity of the transaction object of government intervention, moral risk the reason.
The merger is a very complicated system engineering, it is not only the capital transaction, but also relates to the cultural factors of M & a policy and legal environment, social environment, company, so the merger risk also involves many aspects.If the enterprise merger and acquisition risk analysis mainly from the following several aspects of hands:
1, the operational risk
Change of operational risk for enterprises operating conditions caused by uncertainty of profitability.Performance (1) once the M & A, increase personnel placement fee, training fee increase in management costs and losses to start and put into production equipment interference must be injected to the production and operation of the investment to capital, products to enter the market must be put on the marketing costs, increased operating expenses is very large.(2) if the merged enterprise surplus production elements such as raw materials, labor, equipment can not be enterprise uniform absorption, but the burden of enterprises, the scale of production is not the economy.(3) the scale expansion of enterprises, management, and management have increased, but because the management range limit, the limited capability of enterprise leaders, the possibility of making errors increase.
2, financial risk
The financial risk of the enterprise merger is due to the deteriorating financial situation of enterprises and financial achievement losses caused by merger and acquisition pricing, financing, payment and other financial decision-making uncertainty, is the merger and acquisition value and value realization of enterprise financial distress and serious financial crisis caused by the negative deviation.While the merger of financial risk mainly for leveraged buy-outs risk, financial leverage of enterprises, has restricted the ability of M & A financing and debt management, causes the enterprise due to the debt cost too high and lead after the merger of principal and interest payment difficulties, the formation of a financial crisis or even bankruptcy.
3, information risk
Because the capital market is not perfect, asymmetry information, in the process of mergers and acquisitions, mergers and acquisitions are in the position of information asymmetry, the acquirer to the goal enterprise value of the assets and profitability judgments are often not accurate, especially when the target enterprise is the lack of information disclosure mechanism of the non-listed company.Acquirers tend to only see good prospects for development goals of the enterprise, as the negative as the amount of debt, financial statements are true, there is no legal fights, asset collateral situation understanding insufficiency.If the merger will increase the extra burden.At the same time, if the target of the enterprise assets can use share value, surplus personnel, product market and develop the ability to understand the problem will also bring risk of integration after M & A, and even the failure of integration.
4, cultural integration risk
Different enterprises have different corporate culture, enterprise merger is completed, the acquired enterprise and the main purchase corporate culture may be different, it may produce a series of negative consequences.While the merger enterprise and the merged enterprise in enterprise culture differences, mainly in the differences, national and regional cultural differences, both the nature of the enterprise staff quality and mentality differences.As a result of not adapting to a new culture, a lot of the merged enterprise staff turnover, or work with low efficiency.This requires a whole new group through the effective integration of group culture.If integration is not successful, not only will cause a lot of brain drain, but also will bring many serious consequences.
In addition to the above several significant risk and risk, management risk of anti-takeover, placement of employees in the company being acquired assets risk, the risk of inadequate.
four, combined with the risk factors of M & A, to prevent and control the appropriate.
The inevitable risks in mergers and acquisitions, so we should formulate corresponding strategies of various risks in the M & A, prevention and control of the.
1, the operational risk prevention
(1) out of misunderstanding of M & A is the most effective method to make economies of scale through mergers and acquisitions, the low cost expansion method can realize the expansion of enterprise scale, but not will produce the effect of economy of scale.
(2) in the M & a prior to the operation ability analysis of target enterprise, and then decide how to integrate the need for mergers and acquisitions and mergers and acquisitions.If the enterprise technical ability, production capacity and sales ability, the sum constitutes the ability system of enterprises.Operation ability analysis of target enterprise shall constitute the ability to compare, analysis and evaluation, although choose those enterprises and complementary skills and coordination of corporate mergers and acquisitions.
(3) the enterprise merger and acquisition is to improve the efficiency of the capital operation, and management is to achieve this goal means.If the management system does not change, will make the merger effect is difficult to achieve the desired objectives.After the enterprise merger and acquisition, with the expansion of the scale, complexity, improve the management coordination more difficult, should change with the external operating environment, is the decision-making mechanism, adjusting the organizational structure, management style, improve the quality of managers, to avoid new risks for from the merger.
2 the financial risk prevention
(1) the establishment of strict financial management system and scientific, effective financial supervision, financial control mechanism.Enterprises should give full consideration to both parties to the transaction of capital structure, combined with the motivation of choosing reasonable payment, improve the adaptability of enterprises.(2) to establish a good reputation system, all-round, multi-channel to integrate the enterprise's financing channels.Enterprises should be based on reasonable financing motivation and the capital structure.To raise funds in full and on time, mergers and acquisitions, reducing financing risk.(3) establish financial risk early warning, monitoring system.Establish financial analysis indicator system, rational organization of liquidity and asset liability matching relation adjustment, reduce liquidity risk.
3, information risk prevention
Merger and acquisition of information asymmetry in both sides is the fundamental reason of the target enterprise value assessment of risk, so the M & A enterprises should try to collect the target enterprise information, avoid the asymmetry of information assets untrue risk.To make merger decision, apply for survey report please audit professional to provide independent, and the goal of enterprise's financial position and operating ability to conduct a comprehensive analysis, making a reasonable prediction of the target enterprise competition in the same industry and future cash flows.The target of the enterprise objective, full and accurate information.
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