1. What are the types of M&A?
(a) according to the changes in the legal person status of both parties after the merger.
According to the changes in the legal person status of both parties after the merger, the merger of listed companies can be divided into acquisition holding, absorption merger and new merger.
1. Acquisition holding refers to the existence of the acquirer and the dissolution of the acquirer after the merger.
2. Absorption and merger means that after the merger, the two parties will not dissolve, and the acquirer will acquire the target enterprise to a controlling position. Most of these mergers and acquisitions achieve the goal of controlling the target enterprise through equity transfer between shareholders.
3. Newly-established merger refers to the dissolution of both parties after the merger and the re-establishment of a company with legal personality. This kind of merger and acquisition is relatively rare in China.
(B) the merger and acquisition of the two sides of the industrial division of labor
According to the industry correlation between the two parties, enterprise mergers and acquisitions can be divided into horizontal mergers and acquisitions, vertical mergers and acquisitions and mixed mergers and acquisitions.
1. Horizontal M&A refers to M&A between enterprises producing similar products or similar production processes, which is essentially a merger between competitors.
The advantages of horizontal merger and acquisition are: it can quickly expand the production scale, save the same cost and improve the efficiency of general equipment; It is convenient to realize professional division of labor and cooperation in a larger scope; It is convenient to unify technical standards, strengthen technical management and carry out technical transformation; It is convenient to uniformly sell products and purchase raw materials.
2. Vertical M&A refers to the merger with the suppliers or customers of the enterprise, that is, the leading enterprise merges the production and marketing enterprises closely related to the production of the enterprise to form vertical production integration. Vertical M&A is essentially a merger between enterprises that produce the same product and are in different production stages. Both parties are often suppliers of raw materials or buyers of products, and they are familiar with each other's production conditions, which is conducive to post-merger integration.
The advantages of vertical merger and acquisition are: it can expand the scale of production and operation and save the cost of general equipment. Can strengthen the cooperation of all links in the production process, which is conducive to collaborative production; It can speed up the production process, shorten the production cycle and save transportation, storage and energy consumption.
3. Mixed mergers and acquisitions refer to mergers and acquisitions between enterprises that are neither competitors nor real or potential customers or suppliers. For example, in order to expand the field of competition, an enterprise merges with enterprises that produce similar products in areas that have not yet penetrated, or merges with enterprises whose production and operation have nothing to do with the enterprise. Mixed mergers and acquisitions include:
(1) Product expansion M&A, that is, that between enterprises producing related products.
(2) Market expansion mergers and acquisitions, that is, mergers and acquisitions by enterprises producing similar products in other regions to expand competitive sites;
(3) pure mergers and acquisitions, that is, mergers and acquisitions between several enterprises whose production and operation are not related to each other.
(3) According to the wishes of the purchased enterprise.
According to whether M&A obtains the consent of the target enterprise or not, M&A can be divided into goodwill M&A and malicious M&A..
1. Goodwill M&A refers to an M&A in which the acquirer negotiates with the target enterprise in advance, obtains its consent and reaches the acquisition conditions through negotiation, and the management of both parties decides the specific arrangement of M&A through negotiation, on the basis of which the acquisition activity is completed.
2. Hostile M&A refers to an M&A behavior in which the acquirer is boycotted by the target enterprise when acquiring the target enterprise, but still forcibly acquires it, or the acquirer directly puts forward the price or offer to the shareholders of the target enterprise without consulting the target enterprise in advance.
(4) According to the form of merger and acquisition.
According to the form of M&A, enterprise M&A can be divided into indirect acquisition, tender offer, secondary market acquisition, agreement acquisition, equity auction acquisition and so on.
1. Indirect acquisition refers to the acquisition of the major shareholder of the target enterprise and its ultimate control. This collection method is relatively simple.
2. Tender offer means that M&A enterprise sends an offer to all shareholders of the target enterprise to acquire all or part of the shares of the target enterprise held by shareholders at a specific price.
3. Acquisition in the secondary market means that the M&A enterprise directly buys the shares of the target enterprise in the secondary market to achieve the purpose of controlling the target enterprise.
4. Acquisition by agreement means that M&A enterprises directly request M&A from the target enterprises, and both parties agree on various conditions of M&A through negotiation, so as to achieve the purpose of M&A. ..
5. Equity auction acquisition refers to the fact that the equity held by the original shareholders of the target enterprise enters the judicial auction procedure due to debt litigation and other matters, and the acquirer takes the opportunity to obtain control of the target enterprise through auction.
(5) Merger and acquisition by means of payment.
According to M&A payment method, M&A can be divided into cash purchase M&A, debt commitment M&A and share exchange M&A. ..
1, cash purchase and merger. It refers to the M&A method that the acquirer raises enough funds to directly purchase the net assets of the acquired enterprise, or pays cash to purchase the shares of the acquired enterprise, so as to achieve the purpose of gaining control.
2. Debt mergers and acquisitions. Liabilities M&A generally refers to the M&A mode in which the acquirer obtains control of the acquired company on the condition that it assumes all or part of the acquired company's debts when the acquired company is insolvent or its assets and liabilities are equivalent.
3. Stock replacement mergers and acquisitions. Stock exchange M&A generally refers to the M&A mode in which the acquirer exchanges its own shares for the shares of the acquired company, or gains the control right of the acquired company by exchanging the net assets of the acquired company.
2. What are the procedures for company merger and acquisition?
Generally speaking, M&A goes through four stages: preliminary preparation stage, scheme design stage, negotiation and signing stage, and takeover and integration stage. Table below:
1. In the preliminary preparation stage, the enterprise formulates the M&A strategy according to the requirements of the development strategy, and initially outlines the industry, asset scale, production capacity, technical level and market share of the target enterprise to be merged. On this basis, the target enterprises are searched in the market, the M&A targets are captured, and the alternative target enterprises are preliminarily compared.
2. Scheme design stage According to the evaluation results, the scheme design stage defines the conditions (maximum payment fee, payment method, etc. ) and the intention of the target enterprise, make an in-depth analysis and overall consideration of various materials, and design several M&A schemes, including the scope of M&A (assets, debts, contracts, customers, etc. ), M&A procedures, payment costs, payment methods, financing methods, tax arrangements, accounting treatment, etc.
3. In the negotiation and signing stage, through the analysis, selection and modification of the M&A scheme, the concrete and feasible M&A scheme is finally determined. After the merger plan is determined, make the acquisition proposal or letter of intent with this as the core content as the basis for negotiation with the other party; If the design of M&A scheme makes the interests of buyers and sellers very close, both parties may enter the negotiation and signing stage; On the other hand, if the design of M&A scheme is far from the requirements of the other party, it will be rejected and M&A activities will return to the starting point.
4. In the stage of takeover and integration, after signing the contract, both parties will take over and integrate the business, personnel and technology of the target enterprise. Post-merger integration is the last link in the process of merger and acquisition, and it is also an important link to determine the success of merger and acquisition.
Third, what should I pay attention to when buying a company?
When you buy a ready-made company, you may feel that there will be problems such as creditor's rights, debts and tax loans in the early operation of the acquired company. In fact, these advantages are unnecessary, because you are only subject to the equity of its shareholders, and are not restricted by pre-operation issues such as creditor's rights, debts, taxes, loans, etc. These risks can be avoided. For example, creditor's rights, debts and taxes will be displayed on the company's books. On the one hand, this aspect can be completely avoided when notarizing the equity through the notary office, because we can clearly state in the notarial certificate that the transferor guarantees to have a complete and effective right to dispose of the equity it intends to transfer to the transferee. And ensure that the equity is not pledged, the equity is not sealed up, and there is no third party recourse, otherwise the transferor will bear all legal and economic responsibilities arising therefrom.
After this agreement comes into effect, the transferee shall share the profits, risks and losses in proportion to the transferee's equity. (Before the transfer, the transferor shall share the profits, risks and losses in proportion to the shares, and after the transfer, the transferee shall share the profits, risks and losses in proportion to the shares). If the Transferor fails to truthfully inform the Transferee of the Company's debts before the equity transfer when signing this Agreement, thus causing the Transferee to suffer losses after becoming a shareholder of the Company, the Transferee has the right to recover from the Transferor. Before the transfer, the industrial and commercial, tax and other issues and related expenses were solved and borne by the transferor, without leaving any taxes and fines.
The above is about the types of corporate mergers and acquisitions and related issues. Merger (business combination) means that an enterprise takes over the property rights of other enterprises in various forms, so that the merged party loses its legal personality or changes the economic behavior of the legal entity. I hope these information and steps are clear enough.