| 1. Background of this academic thesis M&A (Merger and Acquisition) has been the hot problem in the world, that the society concerns.M&A can offer a fast-developing chance for enterprise , becoming the important component of modern economic life, fully reflects the competition rule of the survival of the fittest under the market economy condition , and offers the effective way for realizing the goal of the capital operation in enterprises at the same time. According to range of the world, up till now has already presented big merger tide four times, and we are being placed in the fifth merger tide.This tide contains a characteristics that many developing countries in Asia specially China,become the focus of the whole world.The capital operation and the reorganization are under way in many big business enterprises in china.Morgan Stanley Company thinks over the next 10 years, China might raise the fund of 200 billion dollars at the international capital market even, in order to push the step of "the country retreats for promoting private capital",and this will stimulate the desire which external enterprises merge greatly at the same time.Under this kind of background,studying M&A and enterprise valuation has more important meaning to reforming system and importing foreign capital in enterprises of our country. 2. Main contents and viewpoints of this thesis This text is divided into five chapters altogether, chapter one introduces basic conception and developing history of M&A briefly , and the selected title of this text is produced under such a historical background too. Chapter two analyses theory source, assessment method and choice of the value type of enterprise valuation emphatically, and after solving to independent enterprise valuation, has drawn two key problems that this text needs solving ——the synergy and the share rate. Chapter three analyses in detail that the contents of six major synergy, production reason and condition , analyzes to the reason why it produces appreciation to merge, in order to establish the foundation for the calculation of the share rate. In chapter four, the AHP(Analytical Hierarchy process)and the expert beating method are combined together to reckon the share rate of the synergy and the reference price of the target enterprise. In chapter five,the author uses a form of individual case to take into the elucidation. Chapter one:The summarization of M&A Firstly,the concepts of Merger and Acquisition, the differentiation and contact between merger and acquisition are introduced in brief, then four kinds of classification are introduced.secondly, five big times tides of M&A in the world are introduced,from the characteristics of which we can discover the aims transfer "finance M&A" to"strategy M&A". therefore,with the aims changed, the value type of enterprise valuation also changes from market value to investment value. This chapter is mainly the basic concepts and backgrounds introduction, putting forward that in strategy M&A ,"investment value" should be applied to enterprise valuation. Chapter two: The enterprise valuation Period one summarizes the substance and the concept of enterprise valuation ,and the differentiation of enterprise value and enterprise properties.period two introduces the three greatest theorieses of enterprise value:the axiology of Labor, the effect theories and the new classic economics,which opens out the origin of enterprise value from three different angles. So there are three kinds of different ways to enterprise valuation:the replacement cost way,the market compares way and theNPV. With the distinction to the four value types of enterprise valuation, period three thinks that investment value matches most the strategy M&A, and the formula of investment value is concluded.In period four, the methods of independent enterprise valuation are analyzed. The result of the replacement cost method is usually low in the net value of enterprise, so this method is general not used.The market compares way and the NPV can appraise independent ente... |
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