1, M&A decision stage
Through cooperation with financial consultants, the company determines its own position and forms a merger and acquisition strategy according to the company's industry situation, its own assets, operating conditions and development strategy.
Analyze the company's M&A demand, the characteristic mode of M&A goal, the choice and arrangement of M&A direction.
2. M&A target selection
Combined with the asset quality, scale, product brand and economic location of the target company, it is compared with the company in terms of market, region and production level.
Through the full collection and arrangement of company information data, the target company is finally determined by static analysis, ROI analysis, logit, probit, BC and other methods.
3. the timing of mergers and acquisitions.
Through the continuous attention and information accumulation of the target company, the target company's M&A opportunity is predicted, and the preliminary feasibility analysis is carried out by using qualitative and quantitative models, and finally the suitable company and the right time are determined.
4. Initial work of M&A..
Conduct an in-depth review of the company, including investigation and research on production and operation, finance, taxation, guarantee and litigation.
5.M&A implementation stage
Negotiate with the target company to determine M&A mode, pricing mode and payment method (cash, liabilities, assets, equity, etc.). ), and make legal documents;
To decide the personnel arrangement of the management of the company after the merger, the solution of the original employees and other related matters until the equity transfer, payment and transaction are completed.
6. Post-merger integration.
For the company, it is not enough to just realize the merger and acquisition of the company. Finally, the resources of the target company were successfully integrated and fully mobilized, resulting in expected benefits.
The process of enterprise acquisition: 1. The board of directors of enterprise A made a written resolution to acquire enterprise B, and authorized the working group to carry out corresponding work;
2. Make an offer to enterprise B, and put forward preliminary acquisition conditions;
3. The board of directors of enterprise B communicated and agreed to conduct more in-depth communication with enterprise A to discuss the acquisition conditions;
4. The working group of enterprise A communicates with the authorizer of enterprise B to confirm the acquisition conditions;
5. Both parties reach an agreement and sign an acquisition agreement;
6. Both parties provide company information, acquisition agreement and other materials, and request the industrial and commercial department where enterprise B is located to change the legal person qualification of creditor's rights and debts, waiting for the approval of the industrial and commercial department; (Special industries need to be approved by relevant main departments)
7. When the industrial and commercial department approves the application, enterprise A takes over the creditor's rights and debts of enterprise B, and the legal person qualification of enterprise B is cancelled, and relevant matters are announced to the public;
8. Enterprise A goes to the industrial and commercial enterprise where its enterprise is located to handle the formalities of equity change and capital increase and share expansion, and makes an announcement to the public.
After all, the basic procedures have been completed. The change procedures vary slightly from place to place. You can consult the industrial and commercial departments where companies A and B are located!
To sum up, in China, the process of general enterprise acquisition is similar to that of listed companies. First, send a letter of intent to the acquired party, then check the acquired enterprise in detail, then negotiate between the two parties, and finally form a resolution agreeing to the acquisition, sign the final M&A contract, and complete the acquisition.
Legal basis: Article 172 of the Company Law.
Company merger can adopt absorption merger or new merger. A company absorbs other companies for merger, and the absorbed company is dissolved. The merger of two or more companies to form a new company is a new merger, and the parties to the merger are dissolved.