The strong macroeconomic recovery has enhanced the confidence of enterprises in the future. Driven by various M&A policies, China M&A market maintained a relatively active momentum in 2009. According to the data of Zero2IPO Research Center, in 2009, China M&A market completed 294 M&A transactions, up 59.8% year-on-year; The amount of M&A disclosed reached $3,365,438+47 million. Geographically, in 2009, China enterprises' overseas M&A became the most striking bright spot in China M&A market. Although the number of overseas M&A transactions only accounts for 12.9% of China M&A market, its M&A amount accounts for 48.6%. Due to the rapid increase of M&A business in recent years, the difficulties and risks faced by financial consultants in M&A business have also increased, so it is necessary to think and sort out the opportunities, risks and corresponding countermeasures faced by domestic financial consultants.
First, the financial adviser's service content and role orientation
Financial consultants in enterprise M&A activities mainly provide the following services: business environment analysis and research, M&A strategy formulation, target company selection criteria, target company strategy, management, business diagnosis, target company value valuation, M&A scheme design and implementation, transaction negotiation, financing arrangement, takeover and integration scheme design and implementation, etc.
According to the position of the client enterprise in enterprise merger and acquisition (or buyer or seller or target enterprise) and the required service mode, the financial consultant also provides different services:
As the financial consultant of the acquirer, I plan the business strategy and development plan of the acquirer, analyze the feasibility of the M&A target enterprise, design the M&A model and transaction structure, evaluate the influence of M&A on the acquirer, participate in the transaction negotiation, design the mechanism to protect the rights and interests of the acquirer, plan the M&A financing scheme, and make suggestions on the whole group, integration and business development of the enterprise after the transaction is successful.
As the financial consultant of the seller: analyze the potential buyers, find the buyer's enterprises, plan the sales plan and strategy, evaluate the target enterprises, set reasonable prices, formulate bidding documents, organize bidding or negotiation, prepare the company's explanatory memorandum and M&A agreement, sign confidentiality agreements with relevant parties, and supervise the implementation of the agreement until the transaction is completed.
Second, the important role and main responsibilities of financial advisers
In the current new M&A business environment, the important role and main responsibilities of financial consultants are mainly reflected in the following three aspects:
1. Conduct in-depth due diligence on the target enterprise and comprehensively analyze the enterprise risks.
The main responsibility of financial consultant is to make a comprehensive and objective analysis of the overall risk of the project for customers; Focus on the requirements of regulatory rules and the risks involved in the acquisition target and transaction structure. Therefore, before the implementation of the project, the risks that the financial consultant should and can bear and the risks that the customer must bear should be clearly agreed.
Financial advisers must clearly understand the internal factors such as the business model, financial situation and profit model of the target enterprise; External analysis factors such as competitive advantage and main value drivers of the target enterprise; Conduct in-depth due diligence on the synergy effect of mergers and acquisitions and the potential integration costs in the future. It is also necessary to have a deep understanding of the relevant regulatory rules and the legal situation of the target enterprise, such as major lawsuits and legal disputes, real estate and land ownership. And the legal issues involved in the merger and acquisition of the exchange: the ownership structure (category equity arrangement, preferred shareholders, options, etc.), industry supervision regulations, other regulatory rules involved in the transaction and other important issues, and comprehensively grasp the specific situation of the project. Financial advisers also need to investigate the internal control, related transactions, human resources, historical legacy and other important issues of the target enterprise in order to grasp the truth and make relevant suggestions.
In addition to in-depth due diligence on the target enterprise, the financial consultant should also conduct a comprehensive analysis of all aspects of risks involved in the whole project to determine the nature of risks and possible harm.
2. Design M&A mode and transaction structure, and plan M&A financing scheme.
The important responsibilities of financial advisers also include reasonable valuation and pricing of target enterprises, and the accuracy of enterprise value pricing can be verified in many ways. According to the financial situation and financing ability of the acquirer, the financial consultant should also design feasible schemes, determine the transaction structure and terms, and design the subsequent integration scheme on whether the merger needs bank loans and whether to introduce strategic investors or financial investors.
3. As the supervisor of Party A, facilitate the completion of the merger.
In M&A matters, financial consultants play an important role in project organization, undertake coordination and communication with supporters such as law, audit, asset evaluation and technical consultants, and organize project coordination meetings to make the team have consistent goals and orderly actions. After the scheme is determined, it is necessary to preach the scheme between the acquirer and the target, explain the doubts and difficulties raised by all parties, provide strong support for the merger with professional knowledge and skills, and promote the completion of the merger without violating the wishes and legal supervision of both parties.
Third, clarify what senior financial advisers should pay attention to.
When hiring financial consultants, enterprises often pay too much attention to the amount of the project and the scale of the enterprise, while ignoring the qualifications of the sponsors, the experience of financial consultants, the sense of responsibility and the ability of long-term operation, which leads to the problem that some financial consultants frequently change their financial consultants due to the lack of industry experience or continuous project control ability during the project operation. Or it is because enterprises control costs and bid at low prices, which leads to the reduction of project quality and serious delay in construction period.
Therefore, this paper provides the following points to determine the key points that senior financial advisers should pay attention to for the reference of enterprises:
Pay attention to the successful experience of financial consultant projects, not the number of projects;
Pay attention to the qualification of financial advisers, not the scale of enterprises;
Pay attention to the project control ability of the financial advisory team, not the project time and speed;
Pay attention to the quality and time elements of financial advisory projects, rather than the amount of projects;
5, pay attention to the comprehensive skills of financial advisers in many fields, rather than a single skill in a certain field.
To sum up, M&A enterprises and financial consultants are closely interdependent in M&A business, and a high-level financial consultant plays a multiplier role in the success of M&A projects. Therefore, it is of great practical significance for the acquirer, the acquired party or the supervisor to choose the appropriate financial adviser.
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