Research On The M & A Of China 's Listed Companies And Case Study

We can see Stock-for-stock M&A, as one of Mergers and acquisitions types, has its own advantages from the history of western countries’ five M&A waves. As the reform of shareholder structure basically completed, and a series of policies and regulations were introduced, the Stock-for-stock M&A is increasing applied to practice.There are still many problem during the process of Stock-for-stock M&A, since the practice of domestic Stock-for-stock M&A’s application is not such mature. This paper mainly focuses on those Mergers and acquisitions that once experienced M&A failure and share price fluctuates dramatically, including the methods of determining the exchange ratio, the analysis of M&A’s failure and suggestions. The study tries to explore the exchange method for firm’s share price fluctuates dramatically during Stock-for-stock M&A process, hoping to offer some reference for domestic M&A’s operation.The paper mainly adopts the methods of normative research, case study, qualitative analysis and quantitative analysis. Base on introducing Stock-for-stock M&A related knowledge, the article deeply analyzed the Mergers and acquisition case of Jinan Iron Co., Ltd and Steel Co., Ltd. A detailed demonstration and analysis about M&A process, the compute and comparison about exchange ratio in different methods, and the analysis about failure reason are all revealed. Eventually come to the following conclusions:1. when firm’s share prices fluctuate dramatically during M&A process, exchange ratio should build on enterprise’s intrinsic value. That is to say, exchange ratio should use net asset value per share rather than the stock’s average price to compute.2.The design of M&A’s program should avoid possible harmful behavior as possible as it can, since parties involved parties may only consider their own benefit ignoring the overall interests.