Case Study Of Anti-hostile Merger Of ST Company

Acquisitions can be divided into malicious and goodwill,mainly based on the management's attitude to determine whether it is malicious.This is a malicious acquisition.In order to protect the company's control,the target company's obstruction of the purchaser's acquisition is an anti-malicious acquisition.After the reform of the share split in China,the number of acquisitions and counter-acquisitions among enterprises has increased.The number of ST listed companies has reached 146 in 2019,and shows an increasing trend.With the increasing number,the research on anti-malicious acquisitions of ST listed companies is crucial.The occurrence of takeover behavior is likely to breed malicious takeovers,which in turn will lead to anti-takeover behaviors.This article analyzes ST biochemical anti-malicious acquisition cases and analyzes how listed companies,especially ST listed companies,should resist when the malicious acquisition method is a tender offer.This article is divided into five parts for description.First,sort out the domestic and foreign articles on anti-malicious acquisition motivations,strategies,and economic consequences,determine the direction and necessity of the article's research,and then define the concepts of malicious acquisition and anti-malicious acquisition,and elaborate the relevant theoretical basis for anti-malicious The acquisition provides a theoretical basis.Second,this article first introduces the current status of the ST sector and the financial characteristics of ST's listed companies,then briefly introduces the current status of malicious acquisitions and counter-acquisitions,and then introduces the basic situation of both parties,explains the occurrence of anti-acquisition events and ST biochemical The situation of the company after the anti-malicious acquisition failed.Third,analyze the reasons for ST Biochemical's anti-malicious acquisition,mainly because the company's value is underestimated and corporate strategic value,and then analyze the acquisition motivation of Zhemin Investment Tianhong.According to the analysis of ST Biochemical's entire anti-malicious acquisition strategy,it is found that there are some problems in the application of the strategy.This article focuses on the analysis of the reasons for thefailure of ST Biochemical's anti-malicious acquisition,mainly due to the choice of anti-malicious acquisition strategy,the large shareholder Zhenxing Group is heavily in debt,ST Biochemical did not stand at the forefront of the industry under the leadership of Zhenxing Group,and ST Biochemical's equity The imperfect structure and the strength of Zhemin Investment Tianhong are strong.ST Biochemical does not pay attention to the rights of small and medium shareholders in its usual management,so it eventually led to the failure of this anti-malicious acquisition.Finally,the economic consequences after the failure are analyzed.Using the event research method and industry comparative analysis of short-term effects,it can be found that the cumulative excess rate of return is greater than 0,and the market has increased its focus on malicious acquisitions;through data comparison of Guangdong Shuanglin,anti-malicious acquisitions After the failure,the company's net profit,ROE,ROA have declined for two consecutive years and the overall ST biochemical data is still below the industry average.Fourthly,relevant suggestions were made for ST biochemical anti-malicious acquisition cases,and recommendations were made for ST listed companies to prevent financial risks and avoid malicious acquisitions,and to choose anti-acquisition strategies.It is not enough to focus only on the interests of the company 's large shareholders.The company 's management must be accountable to all shareholders,but the rights and interests of small shareholders are often the most easily overlooked in daily management.Therefore,it is necessary to pay more attention to the rights and interests of small and medium shareholders To reform the voting mechanism of the company's general meeting of shareholders.ST Biochemical's anti-malicious acquisition can provide relevant suggestions to other ST companies,giving reference for how to prevent ST companies from becoming target companies and how to counterattack when they are maliciously acquired.The innovation of this article is that most of the case studies of anti-malicious acquisitions of acquisitions basically focus on the analysis of the motivations and strategies of anti-malicious acquisitions,but do not classify and analyze the target companies.This article introduces the ST sector and analyzes in detail The financial characteristics of ST listed companies and the analysis of thereasons for ST listed companies becoming malicious acquisition target companies.Detailed analysis of ST biochemical cases can provide new ideas for the ST sector.On the other hand,most of the current anti-malicious acquisition cases are It is a successful case of anti-malicious acquisition,and there is no detailed analysis of the company's economic situation after anti-malicious acquisition.The case in this article is finally ended with the revitalization of the revitalization group,and the focus on the analysis of the failed ST biochemical to determine the economic consequences.A failed case can be more alert to other companies,and it will pay more attention to pre-emptive prevention strategies,so it has more reference significance.Therefore,the case of anti-malicious acquisition in this article has certain writability and analyzability.