Research On Exchange Ratio In Stock-for-stock Merger In China

After undergoing an economic crisis, the global economy is gradually recovering, a new round of global optimal allocation of economic resources and other forms will also be a large-scale expansion through mergers and acquisitions, and with the constant expansion of mergers and acquisitions, convertible by the acquisition of a smaller scale more and more restricted Widely welcomed by the market and sought after. With the Western developed economies compared to the use of convertible M & A in China lagged far behind, both in policy and operational impact on both the problems and there are more non-normative, and along with the continuous deepening of China's industrial reform, strengthening Industrial restructuring, could predict the future is bound to large-scale integration, mergers and acquisitions in China for the development of the Convertible offers a vast space.However, mergers and acquisitions in the convertible, the exchange ratio to determine the reasonable question is key to the success of mergers and acquisitions, through a combination of China's basic situation, the exchange ratio involved in determining the target company's valuation, exchange ratio method of determining the choice Theory and practice from a systematic study has theoretical and practical significance.In this paper, the first theoretical analysis of case studies and then to the idea, the text is divided into six chapters, as the following:Chapter 1 is an introduction, mainly introduce on the background and significance of this research, business valuation and exchange ratio method of determining status, and method of this study, structural arrangements and the expected contributions were introduced.Chapter 2 introduces the main concepts of acquisition-related convertible, convertible stock as M & A payment method, the size limit of a free, without payment of cash and reduce pressure on the main and enterprise funds, and affect their status in the characteristics of corporate existence, and were enterprises and from the main and side angle of the target company M & A for convertible analysis;Chapter 3, the objective assessment of enterprise value, firstly, the basis of asset value, relative valuation method, discounted cash flow method commonly used in the evaluation of these three methods are introduced, and analyze the scope of their respective advantages and disadvantages; Secondly, the influences of business pricing factors are introduced, and finally the basic situation in our country, raised the status of business valuation and inadequacies.Chapter 4,to determine the exchange ratio, in this chapter, respectively, to profitability, asset value and market value-based method for determining exchange ratio were introduced, then combined with the conversion of M & A cases that occurred, summed up the current The commonly used method of its limitations, how to choose and use of these methods to explore, on this basis, the proposed listing of companies and listed companies and unlisted companies should be selected Convertible method for determining the ratio for future references and suggestions for practice.Chapter 5 for the case study, the first acquisition of Dong fang Boiler Dong fang Electrical Machinery convertible comprehensive introduction to case studies, the use of previously assessed on the target enterprise value theory and methods, the value of Dong fang Boiler case evaluation to judge the rationality, while for the case the exchange ratio determined for the deep analysis and found the problem and validate the use of LG models that determine the exchange ratio in case of unreasonable.Chapter 6 the conclusions and recommendations of this paper, through the analysis of these cases, the issue on the exchange ratio in China are summarized, and issues related to these recommendations, to ensure the effective conversion for mergers and acquisitions in China.The main contribution of this article:1. This paper focuses on the determination of the exchange ratio to explore the unique capital market in China, how the context of the system, standard on the target enterprise valuation and to determine the exchange ratio to ensure that the interests of all parties have been fully taken into account, hope for the future acquisition of the convertible to provide some references and practical advice.2. Through the acquisition of Don fang Boiler Don fang Electrical Machinery convertible case studies, to determine whether the merger exchange ratio is reasonable, the final conversion of listed companies in China the prospect of mergers and acquisitions analysis and recommendations;Although I think in the exchange ratio of convertible issues of analytical for a long time, but due to mergers and acquisitions practice in the complexity of the situation and the level of practical experience and theoretical knowledge is limited, imperfect and lacking in many areas for further improvement.