Research On Some Problems Of Tender Offer

A tender offer is a way of the listed company acquisitions. It is the acquiring firm offers publicly to all the stockholders of the acquired firm to buy part or all shares at a certain price in order to obtain the right to control. The tender offer has been extensively used in foreign countries where the capital market is perfect for a long time. In our country, with the progressive perfect of the securities market, the progressive perfect of the laws and the increasing mature of the enterprises themselves, marketable and regular reorganization model will become the main stream. As a way depending on market to dispose the resources, the tender offer can, prevent internal transactions effectively, reduce unnecessary administrative interference and contain false and evil reorganizations. It will become an inevitable choice to reorganize the assets marketably in China.The paper discusses several problems of the tender offer from the standpoint of the acquiring firm. The first part, the summarization of the tender offer, introduces the listed company acquisition and the tender offer's concepts, characters and classifications, points out, linking with the reality analyses, that the tender offer will be an inevitable tendency in our country's assets reorganization. The second part, at the angle of laws, has a compared analysis of mandatory and voluntary, part and all tender offer, especially introduces Chinese classical tender offer. The third part, value evaluation of the target firm, introduces the method of discounted EVA and its application in target firm's value evaluation. Although themethod of discounted EVA originates from the method of discounted dividend, its superiority, compared with others, lies in obtaining data easily. It attaches more importance to the analysis of the account value, so pays more attentions to the equity-value-account-price-ratio. The fourth part, researching on the risk of paying premium, analyses the main reasons of the risk of paying premium, sets up and applies the measuring risk and compensating premium model. The fifth part, exploring about anti-acquisition, has an analysis of the acquired firm's anti-acquisition measures and the acquiring firm's replying measures, and gives some advises on perfecting our country's anti-acquisition laws. The last part, probing into perfecting our country's tender offer system, analyses the effective conditions of mandatory tender offer, actors in concert, offer price and pay ways, duty's remission of mandatory tender offer, in order that the managers can further regular our country's tender offer system based on reality.