Under The Same Control Share Swap Absorption Merger Motivation And Performance Analysis

With the speeding up of world economic integration,the world competition of economic development,the development mode change upgrades,"combination" worldwide market gradually become the mainstream.Mergers and acquisitions in recent years,the enterprise merger and acquisition mode,main body is change accordingly,from the original mainly rely on external merge gradually shift to rely on internal resources integration.Since China's reform and opening up,the enterprise m&a experience from scratch,from single to abundant exploration process,with the advent of the era of full circulation,China's capital market has become increasingly mature,mergers and acquisitions become one of the necessary means of effective operation of market economy.A share swap absorption merger as a means of merger and acquisition,the operation of capital market in our country in recent years also gradually mature,not only applied in enterprise external also appears more and more in the integration of enterprise internal activities.Based on the related literature at home and abroad were reviewed and summarized,on the basis of what the motivation of the group of for subsidiaries share swap absorption merger,exchange way than other payment is what kind of advantage,and whether merger can produce the problem such as overall synergies are explored.The solution of these problems,make further understanding in enterprises under the same control share swap absorption merger situation of application of this way at the same time give full play to their strengths,to reduce financial risk in the process of merging,solve competition,produce synergies,and attain the goal of long-term development and so on.Through the analysis of parent company gm technology group,cases of successful integration between subsidiaries,summarizes the group internal use the convertible absorption way combined the experience of the subsidiary,for other companies mergers and acquisitions provides referential experience.In this paper,based on the academic theory of concrete are studied with typical cases,and reviewed the study of the same control and share swap absorption merger documents,from the aspect of theory summarizes the same control and the concept,type and characteristics of a share swap absorption merger,in view of the controlling shareholder to analyze its absorption agent which consolidated subsidiaries,and using the theory of merger synergies and economies of scale theory analysis of the implementation of the basic reason of mergers and acquisitions.In case analysis part,this article selects the Chinese medicine with a share swap absorption merger Topfondcase study,on the macroscopic analysis of two companies by sector,enterprise culture,etc,on the micro financial indicators analysis,chart analysis methods such as five years before and after the merger of the concrete data,this paper compares and analyzes from the data observed in change in Chinese medicine share swap absorption merger subsidiary top fond the cause and effect.In this paper,using the group adopts the case share swap absorption merger related theory and method of use,avoid into theoretical to practical situation not mistake.Based on the research of the typical cases,summarizes the research conclusion and enlightenment,this paper argues that if the two companies are under control in the same group have the same culture,the integration of group company internal resources,perfect the internal industry chain,reducing competition within group companies,implementation has a huge group of companies to list on the stock assets such as congenital advantage.At the same time,adopting the stock exchange method can relieve the company's financing pressure,optimize the capital structure of the company,and better protect the benefit of the shareholders of the subsidiary.This article concludes six chapters,the first one of the paper's introduction,first put forward the topic of thesis,and introduces its background and significance,summarizes relevant references at home and abroad,finally put forward in this paper,the general research ideas and methods.The second chapter to the same control and the theory of two points of view: a share swap absorption merger the entry summary,discuss and share the same control related concepts,types and characteristics of absorption merger,introduced the theory of traditional enterprise merger motivation,on this basis,the key analysis holding company absorbed the subsidiary agent,lay theoretical basis for later discussion.Case of the third chapter,first introduces m&a both companies belong to the pharmaceutical industry in recent years,the development of the industry situation,and then to the results from the two basic operation situation,equity,and the share swap absorption merger plan and process in detail,especially emphasizes the role of group parent company in the merging process.The fourth chapter in the front of the second chapter discusses the basis of theoretical research,to the same control following a merger between company with a share swap and merger of dynamics analysis.The fifth chapter is divided into two parts,the first part starting from the four dimensions of balanced scorecard,to conduct a share swap absorption merger under the same control effect is analyzed;The second part combines the fourth chapter,the analysis of the combined effect and draw relevantconclusions.Chapter vi paper summarizes the case to point with surface,in this paper the actual case in combination with the specific situation of the capital market in China in recent years,in order to promote under the same control exchange merger advances some suggestions on the development of capital market in our country.