Study On The Exchange Ratio And Valuation Of Covertible Merger

Due to the impact of internet and new mobile media,traditional media must transform to new media,the new media business model of integration between the new technology and traditional media industry is the development trend of cultural media enterprises in the future.Merger is a shortcut for the enterprise to complete rapid transformation and achieve diversification,and the convertible merger can't bring huge financial pressure,becomes a way of merger which is selected by the listed companies.The exchange ratio is the core content of convertible merger,also reflects the interests of two sides of merger,and cultural media enterprises have a phenomenon of over estimated value because of the investment of stars in reality.So,the study of the exchange ratio and valuation of cultural media industry's first convertible merger case can not only provide reference for the implementation of convertible merger success,but also guide the business integration,resource recombination of cultural media enterprises correctly and complete transformation successfully.This paper selects and analyses the first case of convertible merger in cultural media industry-Bes TV combine OPG.Firstly,it analyses the rationality of actual exchange ratio,applies the existing four kinds of methods to calculating the exchange ratio and compares the results with actual exchange ratio,then analyses the reason of difference and draws the conclusion:Deciding the exchange ratio with market price is reasonable.Secondly,it analyses the value rationality of four companies which are purchased in the process of convertible merger from two angles of valuation results and valuation methods,and draws the conclusions:(1)The valuation of using income method for cultural media enterprises is more reasonable;(2)The income method is easy to be effected by the subjective judgment.The inspirations of this paper are as follows:(1)Integration with the aid of the capital market is an effective way for cultural media enterprises;(2)regulate the current method of calculating the exchange ratio to explore a more reasonable method;(3)pay attention to the selection and application of valuation method;(4)pay attention to the role of intangible assets to enhance the value of culture media enterprises.The main contribution of this paper is as follows:In view of the special nature of the cultural media enterprises which have a large number of intangible assets,it proposes that using income method for the purchased enterprise valuation in convertible merger is more reasonable;at the same time,it proposes that market method can be used as an auxiliary method of income method for cultural media enterprises in the mature period;and asset based method can be used as a supplement of income method for culture media enterprises in the initial period;we should also focus on the role of intangible assets to enhance the enterprise value and the uncertainty of future earnings.