2.M&A can bring market leading effect to enterprises;
3, can realize the optimal allocation of resources, realize the enjoyment of resources and improve the utilization rate of resources;
4.M&A can enable enterprises to achieve diversified development at the lowest cost.
The disadvantages of M&A mainly lie in the information asymmetry between the two parties, which implies various risks and costs.
For example:
1. financial risk-if the merged enterprise practices fraud, beautifies financial statements, overestimates the actual operating ability of the enterprise and underestimates the operating cost of the enterprise, the buyer will suffer losses after the merger.
2. Asset risk-If the asset evaluation data of the acquired enterprise is untrue, the assets are overvalued or the ownership of the assets is disputed, the operation of the acquired enterprise will be affected.
3. Debt risk-if the debt of the merged enterprise is high, the debt to be repaid after the merger will also be high. If there are many contingent liabilities in the merged enterprise, and these contingent liabilities have not been discovered before the merger, then the merger will cause great financial pressure on the enterprise and affect its normal operation.
4. Financing risk-if cash acquisition requires a lot of money, the enterprise should have sufficient funds and financing ability.
5, legal risk-many companies want to buy but can't buy, depending on the policy, there may be legal problems in the process of buying. In addition, there may be many pending lawsuits within the enterprise.
6. Anti-takeover risk-if you want to buy, you need someone to sell. If you are more determined than others not to sell, then the cost of acquisition will be high and the price will be high.
7, the risk of rapid expansion-expansion is ok, but to solve the problems of funds, management, etc., the pace is big, sometimes it will be empty.
8. Diverse business risks-not all are good things, but experts and experts are the way to win. Business operation must have its own irreplaceable advantages, and blind diversification will make you have no expertise.
9. The risk of resource integration after M&A-M&A is just like getting married, and interdependent colleagues will get into trouble.
Measure strengths and weaknesses, synergy
In the measurement of M&A wealth, there is a term called synergy.
Synergy = the sum of the value of the acquired enterprise after the merger-the value of the enterprise before the merger.
Legal basis:
Company Law of the People's Republic of China
Article 173 When a company is merged, all parties to the merger shall sign a merger agreement and prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the merger resolution and make an announcement in the newspaper within 30 days. Creditors may, within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice, require the company to pay off debts or provide corresponding guarantees.
Article 174 When a company is merged, the creditor's rights and debts of the merging parties shall be inherited by the surviving company or the newly established company after the merger.