One of the motives for obtaining strategic opportunities is to buy future development opportunities. When an enterprise decides to expand its business in a specific industry, an important strategy is to acquire the existing enterprises in the industry, rather than relying on its own internal development. The reasons are as follows: (1) Get the operation development research department directly, gain the time advantage and avoid the delay of factory construction; Reduce a competitor and gain its position in the industry directly. Another strategic motive of enterprise M&A is to use market forces. If the two companies adopt a unified price policy, they can get higher income than when they compete. Many information resources may be used to disclose strategic opportunities and accounting information may play a key role. For example, accounting income data can be used to evaluate the profitability of various enterprises in the industry. It can be used to evaluate the change of industry profitability, which is of great significance to enterprise mergers and acquisitions.
Synergy mainly comes from the following fields: in the production field, it can produce economies of scale, accept new technologies, reduce the possibility of supply shortage and make full use of idle production capacity; In the field of market and distribution, it can also produce economies of scale, which is a way to enter new markets, expand existing distribution networks and increase product market control; In the financial field, make full use of unused tax incentives and develop unused debt capacity; In the field of personnel, absorb key management skills and integrate various R&D departments.
One of the ways to improve management efficiency is the irregular operation of enterprise managers. When they are acquired by more efficient enterprises, they will change managers and improve management efficiency. When managers' own interests are better coordinated with those of existing shareholders, management efficiency can be improved. If leveraged buyout is adopted, the wealth composition of existing managers depends on the financial success of the enterprise. At this point, managers concentrate on maximizing the market value of enterprises. In addition, if an enterprise merges with another enterprise and then sells some assets to recover all the purchase value, the remaining assets will be obtained at zero cost, so that the enterprise can benefit from the capital market.
The economies of scale of enterprises that have obtained economies of scale are composed of two levels: production economies of scale and management economies of scale. Economies of scale of production mainly include: enterprises supplement and adjust production capital through mergers and acquisitions to meet the requirements of economies of scale, and implement specialized production in subsidiaries while maintaining the overall product structure unchanged. Management economies of scale are mainly manifested in: because the management cost can be shared in a wider range, the management cost per unit product is greatly reduced. We can concentrate manpower, material resources and financial resources to develop new technologies and new products.
China has strict examination and approval of listed companies, and listing qualification is also a resource. Some mergers and acquisitions are aimed at obtaining the listing qualification of the target enterprise, not the target enterprise itself. By buying shells abroad, enterprises can raise funds to enter foreign markets. As the internal motive force and external pressure of its development, enterprise merger and acquisition mainly plays the following roles: (1) the overall benefit of the enterprise exceeds the sum of the benefits of the two independent enterprises before merger and acquisition; Due to the concept of tax law and investment securities market, a kind of fiscal synergy appears in pure monetary income and expenditure; It can realize the development strategy such as the transfer of the main business of the enterprise. Successful mergers and acquisitions can enliven some listed companies and non-listed companies, help improve the overall quality of listed companies, and expand the radiation of the securities market to all enterprises and the overall economy; Enterprise merger and acquisition can strengthen the market awareness of the government and entrepreneurs, clarify the responsibilities of both parties, and give full play to the initiative of both parties, so as to truly separate government from enterprises; Mergers and acquisitions create profit opportunities for investors and activate the securities market; It is conducive to adjusting the industrial structure, optimizing the allocation of resources and changing the mode of economic growth.
Two, there are three ways of enterprise mergers and acquisitions:
When companies are merged, they buy assets of other companies in cash or securities;
M&A companies buy shares or stocks of other companies;
Issue new shares to shareholders of other companies in exchange for their shares, thus obtaining assets and liabilities of other companies.
The influence of enterprise merger and acquisition:
Weston's synergistic effect holds that M&A will improve the production and operation efficiency of enterprises, and the most obvious effect is to realize economies of scale, which is usually called the effect of 1+ 1 > 2.
Market share effect can improve the ability of enterprises to control the market through mergers and acquisitions, and horizontal mergers and acquisitions can achieve the specific minimum scale of the industry, improve the industry structure, increase the concentration of the industry, and maintain a high profit rate for enterprises in the industry; Vertical merger and acquisition is to control competitors' activities by controlling raw materials and sales channels; The influence of mixed mergers and acquisitions on market forces is achieved through indirect means. The absolute scale and sufficient financial resources after the merger and acquisition of enterprises pose a greater competitive threat to enterprises in related fields.
Experience cost curve effect, in which experience includes the expertise of enterprises in technology, market, patents, products, management and corporate culture. Because experience cannot be copied, the experience of the target enterprise can be shared through mergers and acquisitions, which can reduce the learning cost paid by enterprises for accumulating experience and save the development cost of enterprises. In some enterprises that require higher quality of labor force, experience is often an effective entry threshold.
Financial cooperation M&A will bring financial benefits to enterprises. This kind of interest is the monetary interest generated by the tax law, accounting practices and the inherent provisions of securities trading. There are mainly tax effects, that is, reasonable tax avoidance can be achieved through M&A, and there are also stock price expectation effects, that is, M&A will change the stock valuation of enterprises in the stock market and thus affect the stock price. The acquirer can choose the enterprise with lower P/E ratio and price income but higher earnings per share as the M&A target.