The acquisition of listed companies refers to the act of investors buying shares issued and listed by a joint stock limited company according to law in order to gain control of listed companies.
Chinese Name: Acquisition of Listed Companies
Mbth: acquisition of listed companies
Category: broad sense and narrow sense
Features: namely, securities trading, there are securities trading.
Acquisition methods: tender offer and agreement acquisition.
Acquisition conditions: it must be completed with the help of the stock exchange.
To put it simply, the acquisition of a listed company is to acquire the listed shares of its target object through the secondary market (A-share in China), so as to achieve the purpose of fully acquiring and controlling the company. After the acquisition is successful, the company will be yours.
Connotation:
The acquisition of listed companies refers to the behavior of investors to publicly acquire the shares of a joint stock limited company that have been issued and listed according to law in order to achieve the purpose of holding or merging the company.
Its main connotation can be understood as:
First, the target of acquisition by listed companies is listed companies, and the target of acquisition is the shares issued by listed companies, not the specific assets of the target company;
Secondly, the main body of the acquisition of listed companies is investors, which can be individuals, legal persons or other economic entities;
Third, the purpose of acquisition is to control or gain control over the target company. After the acquisition is successful, the acquirer will generally not dissolve the legal person qualification of the target company, nor will he voluntarily cancel the listing qualification of the target company. In China, the ultimate goal of acquisition is to maintain the listing qualification of listed companies and use this precious shell resource to engage in capital operation for development.
Direct sales when issuing bonds
Non-public offering refers to issuing to specific investors, also called private placement. Actually, it is a common overseas private placement, which has existed in China stock market for a long time. However, as a new policy initiated under the two major backgrounds of the formal implementation of the new Securities Law and the full circulation of shares after the share reform, the non-public offering has undergone a qualitative change compared with the previous private placement.
Chinese name: Private placement
Issue price: not less than 90% of the market price.
Lockup period: 12 months
Target number: no more than 10.
Private placement includes two situations: one is that large investors (such as foreign investors) want to become strategic shareholders or even controlling shareholders of listed companies. In the past, there was no private placement, so we could only buy shares from major shareholders (for example, Morgan Stanley and IFC jointly acquired shares of Conch 14.33%), and the money from new shareholders went into the pockets of major shareholders, which had little direct effect on the growth of listed companies. The other is to acquire others through private financing and expand the scale rapidly.
Functional significance:
1. Use the market-oriented valuation premium of listed companies (relative to the book value of the assets of the parent company) to enlarge the assets of the parent company through the capital market, thus enhancing the asset value of the parent company.
2. It meets the regulatory requirements of the CSRC for listed companies, fundamentally avoids the related transactions and horizontal competition between the parent company and listed companies, and realizes the complete autonomy of listed companies in finance and operation.
3. For group companies with low holding proportion, the control of listed companies can be further strengthened through private placement.
4. For listed companies and groups of state-owned enterprises, the management level is reduced, a large number of external problems are internalized, and transaction costs are reduced. The market value-oriented mechanism can be strengthened more effectively through equity incentives.
5. The importance of timing. At present, the valuation of listed companies is still at a low level. At this time, it is more beneficial for the group to take private placement and obtain more shares from the perspective of future reduction.
6. Private placement can be used as a new M&A means to promote the growth of high-quality leading companies through M&A. ..
7. Non-public shareholders and powerful investors with strong risk tolerance can transfer funds to listed companies at prices close to or even exceeding the market price, so as to minimize the investment risks of minority shareholders. Because the largest 10 investor who participates in the orientation has a clear lock-up period, generally speaking, listed companies that dare to propose a non-public offering plan and have been accepted by large investors will have better growth.