First, the concept of acquisition of listed companies
The acquisition of listed companies refers to the purchase of shares of listed companies with decision-making power in the securities market in order to gain control of listed companies. A listed company whose shares are acquired is called "target company" or "target company".
Two. Types of acquisition of listed companies
According to different standards, the types of acquisitions of listed companies can be divided into the following categories:
1, agreed acquisition and public acquisition
Agreement acquisition: refers to the acquisition mode of listed companies in which the acquirer enters into a share transfer agreement with individual shareholders of the target company to achieve the acquisition purpose.
Public acquisition: refers to the acquisition mode of listed companies in which the acquirer publicly issues an offer to all shareholders of the target company to purchase the shares held by them, and then the offeree promises to transfer the shares to achieve the acquisition purpose.
2. Partial acquisition and full acquisition
Partial acquisition: refers to the acquisition method of listed companies in which the acquirer intends to acquire part of the shares of the target company.
Comprehensive acquisition: refers to the acquisition method of listed companies in which the acquirer plans to acquire all the shares of the target company.
3. Arbitrary public purchase and compulsory public purchase
Arbitrary public procurement: refers to public procurement decided by the purchaser.
Compulsory public procurement: refers to the public procurement that the purchaser must carry out according to law when there are legal circumstances.
What are the ways to buy stocks?
1, forced acquisition
That is, after the acquirer holds a certain percentage of the equity of the target company, it is forced by the mandatory obligations stipulated by law to make an offer to the target company.
2. Intentional acquisition
It refers to the acquisition method that the acquirer did not inform the target company before the acquisition, thus being in a passive position when receiving the acquisition offer, which caused great psychological pressure to the shareholders of the target company. It should be pointed out that although this acquisition method is called "hostile acquisition", it is not illegal.
3. Goodwill acquisition
That is, the acquirer communicates with the target company before issuing the tender offer, so that it is psychologically prepared before issuing the tender offer.
4. Bidding for purchase
Refers to the acquisition behavior that the acquirer does not directly make an offer to the board of directors of the target company, but directly bids to the shareholders of the target company at a price higher than the market price of the stock. It also includes two ways:
(1) partial standard structure
That is, the acquirer directly issues an offer to the shareholders of the target company on the shares it wants to hold. If the bidding share exceeds the bidding quantity, the purchaser shall purchase from the bidder in proportion according to the principle of equality of shareholders. This method mostly uses cash.
(2) Mergers and acquisitions
It means that after the acquirer holds a considerable proportion of shares, if the minority shareholders of the target company refuse to vote on the shares they hold, the acquirer can still merge and at the same time, the remaining minority shares can be forcibly acquired according to law. Mergers and acquisitions often take the combination of two ways: buying the controlling part with cash quotation and buying the remaining shares with securities at a fixed price.