The Study On The Optional Merger In The Enterprise

As the emerging largest developing market in the world, China has already become one of the rare hot spots while the investment of the whole world have decreased. The turnover of mergers in China increases at the speed of 70% every year in the past 5 years. However, the majority of the mergers in our country have taken the once-payment means, which enhances the merger risk of the buyer, aggravates the favorable behavior on each sides of mergers, and obstacles the smooth combination of the mergers. This leads into the situation of the high miss ratio in the enterprises' mergers with bad performance, and hinds seriously from the mergers' development in our country. Under this realistic condition, the study about the merger has the important realistic meaning. This paper regards optional mergers as the research object. Through the research of this paper, it expects to offer a new kind of payment of merger means for the merging practice in our country enterprises, to impel the both sides to pay close attention to the future increment assets of target enterprise, and to promote the standardized development of the merger market in our country, so as to realize the rational distribution of social resources.The paper includes the following parts. The first part introduces the background of this study, the question of this study, the summary of domestic and foreign studies research, the target and valuation of this research, the content and the thesis frame of this paper; The second part introduces some theories which are related with the paper, including the payment theory of the mergers, the option theory, the real option theory and so on; The third part is the definition of the optional merger. In this part, the author explains the definition, the characteristic, and so on; The fourth part is the design of the whole frame of the optional merger agreement. In this part, the two modes of the optional merger have been put forward on the basis of the discussion of the principles design firstly, and two major mechanism function principles of the optional merger has been explained, then the options worth which being included in the optional merger has been measured by the mode of Black-Scholes option pricing; The fifth part explains the implementatal difficulty, the countermeasures and application prospects of the optional mergers in our country; The sixth part is the conclusion, consisting of the sketch basic conclusion, innovation of this text, limitation and insufficient study, the problem that should be studied further in the future. The main innovation of this text embodies in: (1) Two major mechanism function principles in the optional merger have been analyzed in detail, which have cleared away the implemental obstacle for the enterprises of our country; (2) it has put forward two modes of the optional mergers on the base of the analyses of design principle and main point of the key element of the optional merger agreement ;(3) the formula Black-Scholes model has been revised according to the characteristic of the optional merger, which makes it can calculate the worth involved in the optional mergers.Through the research of this text, the author concludes in the following: (1) the optional merger can coordinate the interests conflicts of both sides to a great extent while merging, (2) the optional merger can realize the target of incentive at low cost, (3) and realize the situation of winning together. I think the adoption of the optional mergers contributes to solving the unstandard problem of mergers' pricing in our country, and the question of the human resources train, and the problem of incentive and restrain in mergers and the state-run assets loss question in the stage of mergers. In a word, the optional merger has wide prospect markets in our country.