I. Consolidation
Merger (business combination) means that enterprises take various forms to receive the property rights of other enterprises for compensation, so that the merged party loses its legal person status or changes the economic behavior of legal entities. The forms of business combination are: ① Debt combination, that is, under the condition of equivalence of assets and debts, the merging party accepts its assets on the condition of bearing the debts of the merged party; (2) Purchase M&A, that is, M&A in which the acquirer invests to purchase the assets of the acquired enterprise; (3) Incorporation of shares, that is, the owner of the merged enterprise invests the net assets of the merged enterprise as shares in the merged party, thus becoming a merger method for the shareholders of the merged enterprise; (4) Holding merger, that is, a way for enterprises to realize holding merger by purchasing the equity of other enterprises.
Second, acquisition
Acquisition refers to the behavior that an enterprise changes its business decision-making power by buying shares of a listed company.
Third, merger.
Merger (business combination) refers to the act of merging two or more companies into one company according to contracts and laws. Enterprise merger includes two forms: absorption merger and innovation merger. The so-called absorption merger refers to the merger of two or more companies, one of which becomes a surviving company because of the absorption of other companies; The so-called innovation merger means that two or more companies innovate to create a new company through merger.
M&A is a subordinate relationship, which is included in the broad concept of merger. Merger is a form of merger, that is, absorption merger; Acquisition is a form of merger, that is, holding merger.
IV. Similarities of Merger, Acquisition and Merger *
1, their objects are the same. They are all forms of enterprise property rights transactions, and their transactions are aimed at enterprises as commodities.
2. These three behaviors are paid transfer of enterprise property rights. As far as its activities are concerned, they are all business, and the only difference is the way of buying and selling.
3. They are all external expansion strategies adopted by enterprises for their own development. Through this external expansion strategy, we can strengthen the competitiveness of enterprises and expand their economic strength, which is conducive to the continuous improvement of enterprise management and economic benefits.
Verb (abbreviation for verb) The difference between merger, acquisition and merger.
1. In innovative M&A, the legal person qualification of the enterprise participating in the M&A disappears with the M&A, and it is obtained by forming another new enterprise; In merger (merger), the merged enterprise renounces its legal person status and transfers its property rights, while the merging party accepts the property rights, obligations and responsibilities. It can be seen that the enterprises involved in the merger or the merged enterprises will lose their original legal personality in the generalized merger including the merger; In the process of acquisition, the acquired enterprise still exists as an economic entity, and the acquired party still has the legal personality, and the acquirer only holds part of the company's ownership and business decision-making power through holding.
2. After the newly formed enterprises in innovative mergers and acquisitions are formed, the original legal person qualifications of the participating enterprises all disappear, so the debts of the original enterprises belong to the merged enterprises. In debt M&A, the acquired enterprise absorbs the debt and overall property rights of the acquired enterprise, which shows that M&A is realized by taking on the debt of the acquired enterprise. The transaction of merger behavior is also determined by the proportion of debt to the overall property value; In the purchase merger, the acquirer needs to pay off the debts while completing the merger; The owner of the merged enterprise and the merged enterprise enjoy the right to share dividends and jointly assume the debt obligations. In the first two forms of merger, the original owner transfers the original assets, creditor's rights and debts together, and the merging party becomes the new owner and debtor of the enterprise assets. In stock merger and acquisition, some people in the acquired party take the net assets of the enterprise as the share capital and become the shareholders of the acquired party, but they are in debt to the acquired party. In the acquisition, the acquired enterprise, as the new shareholder of the acquired enterprise, is not jointly and severally liable for the original debt of the acquired enterprise, and its risk liability is limited to the share capital contributed by the holding company.
3. Acquisition and merger have different new obligations to creditors. When the company decides to merge, it shall immediately prepare a balance sheet and a property catalogue to clarify the property status and provide it to the creditors for inspection. Therefore, the merger has procedures and obligations to protect creditors. In the merger, according to the relevant procedures, after the resolution of the shareholders' meeting and the liquidation of assets and liabilities, the creditor's objection must be sought. If it is stipulated that creditors do not raise objections within a certain period of time, the merger will be recognized. It can be seen that if the management right of the enterprise is obtained through merger, the consent of the company's operators must be obtained first, and the purpose can only be achieved after the decision of the shareholders' meeting. The acquisition process is simple. If the acquirer wants to acquire the management right by acquiring the equity of a company, it can achieve the goal by acquiring a certain percentage of the equity of the target company. As long as the equity advantage is obtained in procedure, the board of directors and the board of supervisors can be reorganized.
4. In the acquisition of equity and assets, although the objects of signing contracts are shareholders and companies respectively, only the value of the acquired enterprise or assets is calculated. However, in the process of merger, if the merger participants are joint-stock companies, the shareholders of the original company will change their shares into surviving companies or newly established companies through equity transactions. Here, we need to calculate their respective values first, then calculate the exchange ratio after both parties agree, and then merge.