1) preparatory stage. According to the requirements of its own development strategy, enterprises formulate M&A strategy, initially outline the outline of the target enterprise to be merged, and formulate the expected standards for the industry, scale and market share of the target enterprise. Accordingly, search and capture M&A targets in the property rights exchange market, or publish M&A intentions through the property rights exchange market, collect enterprise sellers, then make a preliminary comparison among the target enterprises, screen out one or several candidate targets, and further investigate key information such as assets, finance and taxation, technology, management and personnel of the target enterprises. ?
2) M&A strategic design stage. According to the first-hand information obtained from the previous investigation, the M&A model of the target enterprise and the corresponding financing, payment, taxation and legal arrangements are designed. ?
3) negotiation and signing stage. After the M&A scheme is determined, the letter of intent for M&A is taken as the basis of negotiation between the two parties, and the core contents such as the price and method of M&A are negotiated and finally the M&A contract is signed. ?
4) Delivery and integration stage. After signing the contract, the two parties will deliver the property rights, integrate the business, personnel and technology of the enterprise, and fully consider the organizational culture and adaptability of the original target enterprise. Integration is the last link of the whole M&A program, and it is also the key link to determine the success or failure of M&A. The above is the process that all enterprises must go through in mergers and acquisitions. At present, M&A of Chinese enterprises is divided into M&A of listed companies and M&A of unlisted companies, which are based on completely different laws and regulations. Among them, the acquisition and sale of assets by listed companies are subject to stricter legal restrictions such as the Securities Law and the Measures for the Administration of Acquisition of Listed Companies, and their M&A procedures are more complicated.
2. M&A
1) The decision-making body of the enterprise makes a merger resolution. According to the development strategy of the enterprise, the general meeting of shareholders or the board of directors of the enterprise forms a unanimous opinion and makes a resolution on the merger and acquisition of the enterprise. And authorize relevant departments to look for mergers and acquisitions. ?
2) Determine the acquisition target. The first step of successful M&A is to choose the correct M&A goal, which has great influence on the future development of the enterprise. Generally, there are two ways to choose, one is through the property rights trading market, whose information comes from all over the country, with extensive information, standardized information and large choice. The other is that the two sides negotiate directly, reach a merger intention, make a merger plan and apply to the relevant departments. ?
3) Conduct due diligence, and put forward the specific plan of merger and acquisition. M&A enterprises should make a detailed investigation of all the information provided by the target enterprise, such as the legal person certificate of the target enterprise, the list of assets and liabilities, the composition of employees, etc. , review one by one, conduct feasibility demonstration, and put forward specific M&A scheme on this basis. ?
4) reported to the state-owned assets management department for approval. The merger and acquisition of state-owned enterprises shall be examined and approved by the competent state-owned assets management department. ?
5) Conduct asset appraisal. Accurate evaluation of enterprise assets is the key to the success of enterprise merger and acquisition. M&A enterprises should invite qualified professional asset appraisal institutions recognized by the state to evaluate the existing assets of the acquired enterprises, and at the same time clean up the creditor's rights and debts and determine the reserve price for the transfer of assets or property rights. ?
6) Determine the transaction price. On the basis of evaluating the price, the market price is determined by agreement, auction or bidding through public listing in the property rights trading market. ?
7) sign the M&A agreement. After the M&A price was determined, the two parties reached an agreement on the main issues of M&A, and the owners of both parties formally signed the M&A agreement.
8) Go through the liquidation and legal procedures for the transfer of property rights. In this process, both parties to the merger and acquisition should handle the transfer of assets, clear and verify the creditor's rights, and handle the transfer procedures such as property right change registration, industrial and commercial change registration and land use right in accordance with the provisions of the merger and acquisition agreement. ?
9) M&A announcement. After the merger is completed, both parties to the merger will issue a merger announcement through relevant media.
reference data
Baidu encyclopedia. Baidu Encyclopedia [reference time 20 17- 12-24]