First, the environment for mergers and acquisitions of listed companies is undergoing fundamental changes.
1, the macro economy has entered a contraction period, which is conducive to corporate mergers and acquisitions.
Judging from the history of foreign mature capital markets, when the macro economy enters the contraction period, there is usually a climax of mergers and acquisitions. Take the United States as an example In the late 1980s, after eight years of expansion, the American economy began to shrink. At this time, there has been a wave of mergers and acquisitions, mostly malicious mergers and acquisitions, with the aim of acquiring competitors and reducing market competition. After the bursting of the "network economy" bubble in 2000, the American economy began a new round of contraction. During this period, the software industry set off a wave of mergers and acquisitions. The acquisition targets are mainly companies with excellent technology and stable customers, and the purpose of acquisition is to seek new ways of profit growth for the company, so as to better realize industry integration.
The reason for the above situation is to start with the motivation of company merger and acquisition. The fundamental motives of company merger are: first, the pursuit of profits, through company merger, we can expand the economic scale, increase product output and obtain more profits; The second is to improve their competitiveness. Through company merger, they can reduce their competitors, gain each other's experience, increase their market share, or enter new industries and expand their profit points. In the period of economic expansion, the company's operation and prospects are very promising, the valuation level is high, and the cost of acquiring the target company is also high; In the period of economic contraction, the company's valuation level is low, and powerful companies can achieve low-cost expansion, so it is easy to have a wave of mergers and acquisitions.
China's latest economic expansion is mainly driven by investment and export. As in the past, due to the defects of the investment system, the rapid economic growth driven by each round of investment will lead to overheating of investment in some industries and fields, and the investment enthusiasm will leave behind adverse consequences such as overcapacity and vicious competition. Low investment efficiency leads to similar products and low technology content, and enterprises can only rely on vicious competition means such as competitive price reduction, and the living environment of enterprises is bad; Reflected in the export, the result is that many low value-added products exported by China are repeatedly subject to anti-dumping sanctions internationally. In this case, we should give full play to the role of enterprise mergers and acquisitions in industrial integration and optimization of resource allocation; Especially in the period when macroeconomic growth slows down and cyclical industries enter adjustment, the company's valuation level is relatively low, forming a favorable environment for company mergers and acquisitions.
2. The solution to the problem of non-tradable shares has improved the small environment for mergers and acquisitions of listed companies.
The ongoing share-trading reform is a major institutional revolution in the securities market. After successful completion, full circulation will become a reality, which is beneficial to the merger and reorganization of listed companies in the following aspects:
(1) The stock price is naturally ex-weighted due to the consideration payment, which reduces the overall market valuation level. When solving the problem of non-tradable shares, non-tradable shareholders will pay consideration to tradable shareholders. If the shareholders of A-share tradable shares get 10 on average and get three for free, the share price will fall by 23% through natural ex-dividend according to the method of constant market value. Although it may not actually fall that much, the overall market valuation level will decline to a certain extent, and the cost of the acquirer will also be reduced.
(2) After the problem of non-tradable shares is solved, equity pricing will be completely market-oriented. When adopting agreement merger and acquisition, the original black-box operation can be avoided, and the managers of state-owned shares can gradually abandon the concept of taking net assets as the pricing standard, so that the assets of listed companies can circulate on the basis of market pricing, which improves the probability of successful substantive merger and acquisition, thus achieving the purpose of rational allocation of resources.
Second, the root cause of successful mergers and acquisitions of listed companies
Success here refers to the effect of merger and reorganization of listed companies, that is, to achieve the purpose of industry integration, company performance and stock price continuous improvement. The first case of merger and reorganization of listed companies in China was 1993. Shenzhen Baoan acquired Zhong Yan Industrial shares through the secondary market and became its largest shareholder. 1997 to 200 1 year ushered in the climax of mergers and acquisitions of listed companies. In these hundreds of mergers and acquisitions, few cases have really succeeded, and most of them are short-lived report reorganization, and fraudulent acts of hollowing out listed companies by reorganization are also common. After 2002, with the promulgation of the Management Measures for the Acquisition of Listed Companies, the ban of MBO and the government's regulation of the M&A market, the M&A reorganization of listed companies in China fell into a low tide, which also proved that the previous M&A reorganization was very immature. The reasons for this phenomenon are as follows:
1. Most mergers and acquisitions only focus on the value of "shell resources" of listed companies.
This is caused by the particularity of China stock market. For a long time, the listing qualification of Chinese enterprises has been decentralized according to the index, and the financing of enterprises in the securities market has been strictly restricted, but the financing cost is very low, so most of them are mainly established state-owned enterprises. When such companies become loss-making companies due to poor management, they become "shell resources" with high value; The purpose of controlling the shell of the merger and reorganization party is not mainly for industry integration, but for refinancing to obtain low-cost funds. Therefore, "report reorganization" is prevalent. With the government repeatedly improving the qualification of refinancing, strengthening the supervision of the process of listed mergers and acquisitions, and the gradual increase of loss-making listed companies, the value of "shell resources" has been greatly discounted, and the enthusiasm for mergers and acquisitions in the market has gradually cooled down.
2. Excessive government participation in mergers and acquisitions of listed companies.
Due to historical reasons, the listing places of local enterprises are controlled by local governments, and the importance of listed companies to local economy is self-evident; Therefore, when companies are in trouble, local governments usually try their best to keep their listing qualifications, so they actively intervene and dominate the mergers and acquisitions of listed companies. Objectively speaking, the intervention of local government has played a positive role in promoting the implementation of restructuring, but its excessive participation interferes with and violates the laws of the market, resulting in great negative effects.
(1) Influenced by local protectionism, local governments often have exclusivity in the choice of restructuring parties, thus shutting out some mergers and acquisitions parties with real intention of restructuring, resulting in the lack of bidding environment.
(2) In order to promote the success of "shell protection", local governments often forcibly inject high-quality assets into listed companies in exchange for their inferior assets, that is, the so-called asset replacement, and then give investors preferential conditions in taxation, land and other aspects as compensation. The negative effects of this approach are gradually emerging: first, the preferential policies promised by the government cannot be fulfilled, leading to disputes and contradictions between the government and enterprises; The second situation is more common, that is, the reorganizers put the ultimate goal on financing through "shell resources", temporarily accept more stringent conditions put forward by the government, and do not care about the future of listed companies.
In addition, the approval process involving state-owned shares is still complicated. In the process of mergers and acquisitions of listed companies, the transfer of state-owned shares through mergers and acquisitions requires not only the approval of state-owned assets management departments at all levels, but also the approval of the Ministry of Finance, and finally the approval of the CSRC, which takes a long time and complicated procedures.
Third, the government should create more favorable conditions for mergers and acquisitions of listed companies in the post-split share structure era.
As mentioned above, the mergers and acquisitions of listed companies were not very successful in the past, but at present, the macroeconomic environment and market environment are undergoing favorable changes. The government should create more favorable conditions for listed mergers and acquisitions, thus promoting industry integration, making enterprises bigger and stronger, and promoting the smooth progress of the share-trading reform.
To this end, the government should at least make improvements in the following aspects:
1, diluting the administrative color of the examination and approval procedures for the transfer of state-owned shares. Because the proportion of state-owned shares in the equity of listed companies in China is quite large, it will have a decisive impact on the smooth merger and acquisition of listed companies. Therefore, it is necessary to reposition the examination and approval procedures for the transfer of state-owned shares, dilute the administrative color and give full play to the role of the market mechanism. First of all, in industries and companies that need state holding, the law stipulates the holding ratio, and the shares beyond this ratio should be operated by state-owned asset managers in a market-oriented manner. Secondly, the restriction that "the transfer price of state-owned shareholders of a joint stock limited company shall not be lower than the net assets per share" is out of date after the split share structure problem is solved, and the price should be determined by the market.
2. The correct positioning of M&A local government of listed companies. First of all, the local government should not be the counterparty of M&A, but should act as the supervisor of the transaction or do a good job of matchmaking. Secondly, local governments should have the courage and foresight to break regional blockades and fragmentation, and actively welcome reorganizers who are interested in substantive mergers and acquisitions to participate in bidding.
3. Encourage and relax the innovation of M&A financing tools. From the mature experience of foreign markets, financing is one of the key factors that determine the success of listed companies' mergers and acquisitions, especially when completing large-scale mergers and acquisitions, cash, stocks, convertible bonds and warrants usually need to be comprehensively used, which is difficult to complete only by the company's own funds. In our country, the financing tool of enterprise merger and acquisition is single and its application scope is limited: at present, the Commercial Bank Law stipulates that "credit funds shall not be used for equity investment"; The Measures for the Administration of Acquisition of Listed Companies stipulates that "the target enterprise shall not provide financial support for the acquirer"; The issuance of corporate bonds is limited to large state-owned key enterprises, and the issuance quota and approval need to be arranged by NDRC; The issuance of convertible bonds is also very strict. The single financing tool of M&A will restrict the smooth progress of M&A of listed companies. Of course, the adoption of equity swap can avoid a large amount of cash payment, but under the condition of marketization, shareholders may require that the purchase consideration must be paid in cash. Therefore, the government needs to take measures to encourage and relax the innovation of financing tools for mergers and acquisitions, and create a good financial environment for mergers and acquisitions of listed companies.