Design Of The Deal Structure In The M&A Of Listed Companies

Mergers and Acquisitions(M&A) is not only a significant way to achieve growth for companies, but also an effective means to realize the allocation of resoureces in the whole society. The design of deal structure plays an important role in the course of M&A.An appropriate structure will meet the needs of the parties to the transaction, accelerate progress and improve the performance of M&A. The paper firstly sorts out the elements of deal structure from the ways of M&A, payment method, financing models, compliances and tax plannings, proposing the ways to select the deal structure in different situations and describing the common types of transaction structure.Secondly it reviews the brief development of the case company, elaborating the two acquisitions at home and abroad when it becomes a listed company. Then it begins to analyze the deal structure of the case company through the theroies mentioned above, especially studies the two-step transcation, reasons of cash payment, the useage of bridge side, financing models, equity dilution and control, tend offer and anti-takeover.At third the paper introduces the reference value of the deal structure in the case company. For the companies with reasonable valuation and dispersed ownership structure, tend offer may be an appropriate option. The introduce of bridge party in the acquisition process, two or more steps to take transactions can accelerate the process of mergers and acquisitions. Listed companies has more financing models compared with common ones, using a variety of financing instruments can help improve the performance of listed companies in M&A.At last it analyse the defects of the listing system, the impeferct condition for the use of tend offer, the lackness of paying method and financing models. Several policy recommendations are put forward for these problems, like accelerating the reform of public offering system, improving the relevant system of tender offer, accelerating the innovation of payments and financing models.