The Application Flow Analysis Of "Listed Company +PE" Merger And Acquisition Fund In Cross-border Merger And Acquisition

In recent years,more and more listed companies adhere to the business philosophy of "going global ",but the process is not so smooth.The internal and external difficulties,such as information asymmetry and huge amount of payment,make mergers and acquisitions(M & A)have incalculable risks.Under the background of new economy,"listed company +PE" M & A fund stands out."Listed company + PE" M & A fund refers to the M & A fund company jointly established by the listed company and PE institutions,which can play an intermediate "bridge" role in the process of M & A,help to alleviate the payment pressure of large-scale M & A projects of listed companies,and broaden the access to information.Therefore,the rapid development of "listed company + PE" M & A fund is reasonable,and many listed companies also regard it as an important tool and means to expand their business territory and enhance their industry status.At the same time,in order to better transmit the information of the selected target company to the M & A fund company to effectively accomplish the M & A goal,the listed companies often participate in the mode establishment of M & A fund companies and help them to take risk control measures.In 2016,in order to acquire overseas BBHI group,Miteno utilized Shanghai Nuomu Investment Centre to carry out cross-border M & A.This case can not only reflect the universality of the same type of cases,but also has its own particularity.Therefore,this case is worth studying.This paper expounds the background and significance of the research,summarizes some research results of international and domestic scholars on M & A funds,and introduces the relevant concepts and theories of listed companies utilizing "listed companies + PE" M & A funds for cross-border M & A.This paper analyzes the case of M & A BBHI group,This article briefly introduces the background of the case,such as the M & A environment at the time,the motivations,and the entire process,then deeply analyzes three application processes from the perspective of Miteno: making decision,participating in design and planning risk control strategy.First of all,the paper analyzes the decision of Miteno to use Shanghai Nuomu for cross-border mergers and acquisitions,which is the reasons for the cross-border M & A of Miteno with the help of Shanghai Nuomu.The restriction of external environment makes direct acquisition very difficult.If such a large-scale project is directly acquired,the limited funds will cause huge payment pressure on Miteno,and even cause the instability of the equity structure.In addition to its own reasons,the use of M & A funds can also make full use of PE institutions' M & A experience and resources,enhance synergy and control integration risks.Secondly,after Miteno 's decision-making,Shanghai Nuomu changed its partners and became a platform for Miteno 's industrial M & A integration,and its operation mode changed accordingly.The effective design of operation mode is the premise of successful completion of cross-border M & A,which mainly includes four aspects,namely,organizational form,financing channel,investment mode and exit mode.Shanghai Nuomu chose the limited partnership system as its organizational form,used partner investment and trust loans to acquire BBHI Group,and finally sold 100% equity of BBHI Group to Miteno to achieve exit.Finally,Shanghai Nuomu should make corresponding risk control strategies in the face of risks in all links.As the main participant of M & A,Miteno can't help giving advice.As far as this case is concerned,it mainly expounds the countermeasures of principal-agent risk,financing structure risk,value assessment risk and exit interest risk.Based on the analysis of three application processes,i.e.the decision-making of using Shanghai Nuomu for cross-border M & A,the design of participating in the operation mode of Shanghai Nuomu and the planning of risk control strategy for Shanghai Nuomu,this paper draws the conclusion and enlightenment,which can provide some references for the listed companies in China to successfully realize crossborder M & A.When utilizing M & A funds for cross-border M & A,listed companies should pay attention to the reasonable control of the cost caused by the third-party intermediary.As the principal-agent risk runs through the whole process,it is necessary to build a restraint mechanism to clarify the rights and responsibilities of all participants.Controlling risks requires concerted internal and external efforts.In addition to the efforts of internal parties,external relevant departments must improve the information disclosure system and strengthen supervision.Only in this way can we effectively control risk.