Analysis On The Motivation And Value Effect Of Stock Exchange Merger Of Listed Companies

Mergers and acquisitions(m&a)among enterprises have a history of more than 100 years and have become one of the most obvious characteristics of economic globalization.In today's world,large multinational companies have had successful experience of merger and reorganization.In this sense,merger and reorganization is the only way for the development of enterprises.Since the 1990 s,with the integration of the world economy and the liberalization of trade in financial services,mergers and acquisitions in the form of stock exchange have become popular all over the world.Most companies in developed countries,such as the United States and Japan,have adopted the stock exchange to realize mergers and acquisitions.Share-for-share merger refers to the merger party taking its newly issued shares as payment consideration and exchanging equity with the target company at an appropriate proportion and price agreed by both parties,so as to acquire the target company.This method has been widely adopted in the m&a transactions in western countries and has become a mature m&a method.According to relevant data cited from "stock exchange merger in China's securities market",the proportion of cash payment in the us market decreased from 52% in 1976 to 27% in 1995,and the proportion of stock payment method increased from 26% in 1976 to 37% in 1995.In 1996,the payment structure of merger and acquisition transactions of American enterprises was 33% cash,39% stock and 28% mixed payment.It can be seen that share-for-stock merger has become the most basic way of merger of American enterprises.In particular,with the development of the increasingly large scale of strategic mergers and acquisitions,the merger with stock as the main payment method has accounted for more than 80% of the strategic mergers and acquisitions.In recent years,mergers and acquisitions are also playing an increasingly important role in China's economic development,according to the notice about rectification unlawful over-the-counter trading scheme,the spirit of encouraging listed companies with the same or similar industry,asset quality good,promising,at a legally established stock exchange traded enterprises implement the absorption merger,in order to achieve complementary advantages and common development,the purpose of this policy also may be encouraged to companies such as absorption merger of listed company provides favorable conditions,it also gives some listed companies the historical opportunity of low-cost expansion.In 2015,Shanghai Smi Holding Co.,Ltd and Shanghai yang sun investment Co.,Ltd integrated in an unprecedented way.The difference between this plan and other plans is that it created the first "A+B" to "A+A" mode in the capital market,It can not only effectively solve the problems of the company's operation and development,but also has a strong demonstration significance for promoting the state-owned enterprise assets reorganization,so it was called "major unprecedented" restructuring special case.As such innovative m&a business,this paper analyzes and summarizes the formulation and implementation of the whole plan of stock exchange and merger absorption,which can provide useful ideas for similar m&a business after the supervision of regulatory authorities.This paper described the research background and significance of case,and the domestic and foreign scholars on corporate share swap absorption merger of carding literature review summary,and then introduces the concept and theory of stock exchange absorption merger,at the same time,combining with the Shanghai Smi Holding Co.,Ltd swap absorption Shanghai yang sun investment Co.,Ltd case,this paper analyzes Shanghai Smi Holding Co.,Ltd swap absorption merger Shanghai yang sun investment Co.,Ltd agent,its main factors include:(1)to avoid horizontal competition,the pursuit of economies of scale;(2)integrate environmental protection businesses to enhance synergies;(3)complete B share conversion and realize value regression;(4)clarify the main business and optimize the allocation of resources.Then this paper analyzes the share swap absorption merger and the rationality of the concrete operation and the value of the enterprise under a share swap absorption merger effect,in general,the value of the combination produced a positive effect,this paper analyses the effect to realize the value of path,and summarizes the share swap absorption merger B shares of the company's beneficial experience,to provide reference for the reform of other B shares listed companies,and provide useful reference for the managers of the company.At last,through the analysis of the motivation and value effect of the stock exchange of urban investment holdings to absorb the merger of Shanghai yang sun investment Co.,Ltd,the following conclusions are drawn :(1)the merger has achieved a new breakthrough in cross-board merger;(2)merger brings positive value effect;(3)the merger has taken into account the interests of minority shareholders of both sides;(4)merger sets a good benchmark for the reform of B shares.Through the case study,the following enlightenment is obtained :(1)merger and acquisition enterprises should combine their own actual situation,reasonable choice of merger and acquisition mode;(2)the merger plan shall protect the interests of minority shareholders and realize the benefit sharing between the two parties;(3)regulatory authorities should improve legislation and regulatory measures to optimize the stock exchange merger;(4)b-share enterprises should explore the mode of b-share reform and innovation,and flexibly realize b-share conversion.