A Case Study On Voluntary Tender Offer Of Listed Companies Based On Control Rights Struggle

The merger and acquisition activities between listed companies are an important way to adjust the equity structure of enterprises and optimize the redistribution of capital market resources.In recent years,the completion of the share-trading reform has undoubtedly promoted the active development of the merger and reorganization market,coupled with China’s more decentralized equity,most listed companies have no actual controller characteristics,the difficulty factor of mergers and acquisitions greatly reduced,some listed companies gradually set off a wave of mergers and acquisitions in China’s financial markets,listed companies internal and external control competition is becoming more and more intense.Generally speaking,the situation of offer acquisition is as follows: first,increase holding through offer acquisition;second,maintain stock price in the name of offer acquisition;third,compete for control of listed company;fourth,offer acquisition with precondition.Among them,because our country has tightened the supervision of the secondary market since 2016,A-shares have many cases of competing for control with the help of voluntary offer.In these cases,both the experience of successful cases and the problems exposed by failure cases provide more ideas and methods to guide future listed companies to make voluntary offers and acquisitions.It also provides suggestions to make up for the shortcomings of the offer acquisition system.With regard to the offer system,on December 28,2019,the promulgation of the new securities law,which has been reviewed for four years,has opened a new course of reform and development of China’s capital market,further improving and promoting the process of marketization and rule of law of China’s socialist economy.Among them,the fourth chapter specifically on the listed company acquisition system made detailed arrangements and constraints,on the basis of a more perfect offer system,there will be more offer acquisition events in the future,especially for the purpose of the battle for control of the acquisition will be the most exciting scene in the capital market.In this context,it is of great practical significance to sum up the lessons learned from the success and failure of the voluntary offer acquisition in the past to activate China’s merger and reorganization market transactions and play the role of optimizing the allocation of resources in the capital market.Based on the competition,this paper selects two typical cases of voluntary offer acquisition occurred in the capital market in 2017,which made a comparative analysis and research on the case of ZUIG investment voluntary offer acquisition of ST biochemical and Guangzhou Fund’s voluntary offer to acquire Shanghai AJ Group,and the first part mainly introduced the basic situation of the case,including the basic situation of the subject of the offer,the process of the offer and the results;The second part starts from the external environment of the two offer acquisition cases and the acquisition reasons,focusing on the same external environment of the offer,the reasons for the acquisition of the same conditions affect the success of the battle for and the lessons of failure;Finally,the third part of the above comparison of the problems,and finally came to the conclusion that the success of the offer acquisition benefited from adequate due diligence before the acquisition,timely and perfect information disclosure,attention to the interests of small and medium-sized shareholders and attention to the company’s reputation,and on this basis put forward corresponding improvement measures to guide future offer acquisitions to provide recommendations.