The Research Of Exchange Ratio Of Listed Companies In Merger & Acquisition

Since 2015,mergers and acquisitions have thriven in China.The speed of development of mergers and acquisitions in china is so fast.With more and more mergers and acquisitions happening between enterprises,the disadvantages of using cash to pay for the corporate mergers and acquisitions become more obvious.Cash payment in mergers and acquisitions brings much pressure to enterprises.The payment methods of mergers and acquisitions are changing.Stock payment is becoming more and more popular.The stock payment means pay by stock,that is,exchange the stock.The payment method can avoid lot of cash outflows.Convertible mergers in China do not have a long history.Coupled with China's stock market development is imperfection,the information disclosure system still has room to improve.Not only assessing the target enterprise value in the convertible merger,but also the exchange ratio determined the success of merger between the enterprises.Besides,it affects the development of China's securities market.In the paper,based in the case of merger between CSR and CNR,summarizing the convertible merger related theory,I analysis the merger and acquisition process through calculation and comparison on the exchange ratio,and assesses the value of the enterprise.First,I used the existing profit methods.Second,combined with the basic situation of the case,I modified the L-G model to analysis the stock price from the internal operating conditions and financial conditions of the enterprise.Then,I used the financial warning model to analysis the financial situation before and after the merger and acquisition.At last,I got the following conclusions.It is not reasonable to use stock market prices to calculate the ratio in the convertible mergers and acquisitions.Because stock prices did not reflect the intrinsic value of the enterprise when the stock prices plunged and fluctuated wildly.The other one is the dissenters shareholders will get higher than the intrinsic value of the stock,which may damage the other shareholders' interests.The main aims is to study the case CSR and CNR convertible merger,correctly guide the Chinese listed company mergers,reorganize of assets and resources.What's more,provide practical reference and guidance for the existing listed company convertible acquisitions.Draw upon the experience for healthy and steady development of the Chinese capital market.