| Driven by the continuous development of the market economy and the expansion of the opening-up policy,foreign products and technologies continue to flow into the domestic market,and domestic enterprises are facing increasingly severe competitive pressures.Forced by the weak growth of enterprises themselves,many companies began to expand through mergers and acquisitions(M&A).As it can avoid the risk of M&A and promote fair trade,the valuation adjustment mechanism(VAM)has been widely used after it was introduced into China.Through academic research and practice,it is found that the VAM has played a unique role in facilitating the completion of M&A transactions and improving the management level of the target company.Based on case analysis,this thesis takes Guoci Materials’ s acquisition of Altron as an example,and combines principal-agent theory,information asymmetry theory,real option theory,incomplete contract theory and incentive theory for basic analysis.In terms of the research scope of M&A performance,this thesis not only selects market performance and financial performance,which are studied by most scholars,but also increases the selection of non-financial indicators.In terms of research methods,event study method,financial index analysis method and factor analysis method are selected to conduct comparative analysis on the performance before and after the merger.Through the analysis,it is found that the M&A of Guoci material does not have obvious market effect on the whole,and the stock price drops to varying degrees after the announcement of the M&A.However,in the medium and long term,the financial and non-financial indicators of Guoci Materials perform well after the merger,profitability and solvency are improved,and the shareholding structure and business model are improved.Through the analysis of the specific terms of the VAM,it is found that there are still some shortcomings in the VAM of the acquisition of Guoci materials.It puts forward some reasonable suggestions: it is necessary to sign a supplementary agreement and strengthen the control of the target company.Finally,several enlightenments are drawn on how to ensure the complete success of M&A and gambling: sign a VAM during the M&A,Choose suitable M&A targets,formulate reasonable performance targets and set scientific gambling terms,so that it can provide references for other listed companies who use VAM to avoid risks. |