| With the development of China’s market economy,the wave of mergers and acquisitions among enterprises is gradually emerging.And a large number of listed companies intend to achieve corporate expansion or cross-border investment through mergers and acquisitions.Correspondingly,the betting agreement is increasingly widely used in the investment and merger activities of enterprises.According to wind statistics,the use of VAM agreements among Chinese enterprises is becoming more and more common,and the number of VAM agreements has increased year by year,from 235 in 2014 to 823 in 2017 and continues to rise,and it has reached more than1000 in 2021,but the completion rate of the gambling agreement has shown a downward trend year by year.However,a large number of cases show that the VAM agreement is a double-edged sword.On the one hand,as a valuation adjustment mechanism,it helps alleviate the information asymmetry between investment and financing parties,promotes investment and merger activities,and brings synergies;but on the other hand,the improper use of the gambling agreement is likely to bring huge risks to the enterprise,such as the overestimation of the target enterprise’s value,the difficulty in reaching the performance commitment and the performance cliff decline once the gambling period is over.A large number of scholars have excavated the risks implied before and after signing a gambling agreement from the perspective of gambling failure.However,low-quality performance commitments hidden in successful cases often escape the attention of scholars and have not attracted enough attention and research.This paper selects the cross-industry investment case of Huayi Brothers’ successful gambling investment in Hero Interactive Entertainment as the research object,and opens up a new perspective on gambling risk research.On the one hand,the "asset-light" characteristics of both investment and financing parties contain high valuation risks,which makes the application of the VAM agreement in this case typical;On the other hand,although the VAM agreement was completed as scheduled,there were great risks in the process,which led to a significant decline in the performance of both investment and financing parties immediately after the VAM period expired,which made the case unique.The article firstly comprehensively analyzes and interprets the existing research results from four aspects: the motivation of the VAM agreement,the impact on enterprise performance,the reasons for failure and the risks faced.And reviewed the relevant theoretical basis of the gambling agreement.Then,through the method of case study,from the early,middle and late stages of the signing of the VAM agreement,systematically sort out the specific situations and risks of both parties to the transaction,including multi-dimensional factors such as strategic choice,clause setting,risk analysis,hidden problems,and the company’s external environment.Combined with financial data analysis and other methods,the following conclusions are drawn: the betting indicator is too single to show the true operating conditions of the target company;the level of performance commitment is too high,which is not conducive to the long-term operation of the target company;the macro policy during the betting period affects the completion of performance;Completion of performance commitments does not imply the relative success of an investment.Through the summary and analysis of the above problems,the following inspirations are drawn: for the financing party,the performance growth should be estimated objectively,while preventing policy risks;the core competitiveness should be enhanced and the level of enterprise operation should be enhanced;Target enterprise value,avoid enterprise shortsightedness.To avoid a single index design that leaves a lot of room for whitewashing performance,it should strengthen the constraints on the way the financing party completes the index;choose multiple repeated games and extend the commitment period,which is conducive to timely detection of index design defects and protection of the interests of investors. |
