The Reverse Takeover Models And Its Efficiency Analysis In Our Country

With the continuous development of securities market in China, more and more enterprises compete for listing to promote further development and expansion. As a highly efficient way to be listed, reversed takeover becomes more and more popular in market. Nowadays, the capital market is flooded with the rumor of backdoor-hot in all kinds of enterprises, revealing its popularity. However, CSRC has gradually reinforced policy limits on reverse takeover, and such indirect path has also triggered heated discussion among scholars and investors. Whether reverse takeover can really improve efficiency of enterprises has caused public attention. At the meantime we also find that in the capital market, the acquiring enterprise tends to make exquisite design on transaction mode in order to achieve backdoor listing. What are reverse merger modes in market? What is the design principle? What is the performance of enterprise acquisition efficiency under different modes and will it influence acquisition efficiency?These are all problems urgent to be answered.From the point of view of the above questions, this thesis starts with definition about related concepts to reverse takeover and introduces relevant literature home and abroad as to reverse mergers and acquisition. Secondly, in order to make overview of characteristics of reverse merger, the thesis selects Chinese successful reverse acquisition samples from2007to2011to analyze current situation of reverse takeover. Successful reverse takeover samples from2007to2011are also selected to summarize reverse merger modes in backdoor enterprises. According to above investigation results, five basic types of reverse acquisition modes are finally concluded, referring to stock repurchase and convertible additional issuance, stock right transfer and convertible additional issuance, stock right transfer and assets replacement, assets sales and convertible additional issuance as well as assets replacement and convertible additional issuance, of which each kind will be described with a typical case. Finally, we adopts the popular method of DEA as to researches on acquisition efficiency to make analysis on overall performance of reverse takeover as well as its performance under different modes. Finally, the conclusion is made that reverse takeover cannot significantly improve the efficiency of the acquirer; there is a decline on the performance of the enterprise in the acquisition-year. Performance decreases constantly in the first year which rebounds in the second year but still does not exceed the level before the acquisition.From the perspective of mode, the five modes cannot improve efficiency of acquirer. Model one and model three post merger performances than before the merger, the merger and acquisition performance of three kinds of modes in the rest of the pre merger level is reached.When we divide the area and the property rights of the enterprises, the backdoor mode of using asset replacement can significantly improve performance level. But no matter that kind of acquisition mode an enterprise chooses, no mode produces significant influence on the state-owned enterprises.Finally, based on research findings, this thesis argues that for enterprises, optimizing transaction design and choosing reasonable trading schemes, using "net shell" for listing, is essential for better improving efficiency of enterprises. At the meantime, the main contribution of this thesis is to summarize and classify the reverse acquisition mode in China, and conclude the reverse acquisition mode related to its efficiency from the perspective of the acquirer, with the expectation to enrich researches on the Chinese reverse merger.