Research On The Liquidity Discount Of The M&a Share Consideration Of Listed Companies

With the development of China's M&A market,the method of issuing shares to purchase assets by listed companies has become more widely used,and the pricing of shares has become one of the core issues in mergers and acquisitions.Although the China Securities Regulatory Commission has made relevant regulations on the pricing basis for the issuance of shares to purchase assets,due to the insufficient marketization of the pricing mechanism,the price of the shares cannot reasonably reflect its actual value,and the transaction consideration is somewhat distorted.Therefore,this article starts from the perspective of liquidity restriction,and aims to explore the irrationality of the current pricing mechanism by quantitatively studying the degree of liquidity discount in mergers and acquisitions,and analyze the factors affecting discounts in order to improve the pricing transactions of listed companies.The system provides reference for reference.This article selects the mergers and acquisitions of China A-share media industry companies from 2015 to 2019 that are not under the same control as a sample,and incorporates liquidity into the consideration of share pricing.For the liquidity discount part of the lock-up period,the BSP option pricing model is used to calculate the reasonable discount rate for different lock-up periods.The average liquidity discount rate for the 1-year lock-up period of the listed companies in the media industry is20.58%,and the discount rate for the 3-year lock-up period is 52.54%.On this basis,the actual discount rate is calculated using the average price on the 20 th,60th and 120 th day before the announcement date as the base date as the reference price.The calculation results show that the longer the time span,the smaller the stock volatility and the closer to a reasonable discount rate.The average transaction price of listed companies in the media industry is closer to the actual value of the stock under the 280-day time span.For the liquidity discount of block trades,the discount rate of block trades of shares traded in the secondary market and the discount rate formed by the batch clearing after the lifting of the ban were measured respectively,and the comprehensive average block trade discount rate of the media industry was 10.07%.According to correlation analysis,it is found that the proportion of transaction volume is significantly positively correlated with the discount rate of block transactions.Combining the results of the two discount rates,the total share liquidity discount rate of media industry companies is obtained.A comparative analysis found that the share discount rate of listed companies in the Chi Next market is higher.The difference in the appraised appreciation rate of share-based payment and cash payment also further illustrates The current false high phenomenon of the consideration of mergers and acquisitions and reorganization of shares.The research results show that with the current pricing mechanism,there is a large liquidity discount in the share considerations of listed companies in the media industry in mergers and acquisitions,and the share price cannot reasonably reflect its actual value.The liquidity discount level of shares is affected by multiple factors such as the length of the lock-up period,stock volatility,number of transactions,industry characteristics,market liquidity,etc.The current pricing mechanism does not fully reflect the degree of liquidity discount caused by the above factors,and the flexibility is insufficient.Therefore,from the perspective of enhancing the degree of marketization and the flexibility of restructuring pricing,the author proposes to appropriately reduce the discount rate,flexibly extend the time window for stock pricing,and promote the evaluation of the intrinsic value of stocks to improve the stock pricing of listed companies in China.