Transaction Design And Effect Analysis Of Cross-border M&A Of “PE+Listed Company” M&A Funds

In recent years,with the “going out” strategy,the “supply-side” deepening reforms and the “Belt and Road” initiative gaining popularity,cross-border mergers and acquisitions have gradually become the main means for more and more companies to seek technology and expand markets.However,due to legal and regulatory reasons,most of the domestic listed companies can only pay in cash during cross-border mergers and acquisitions.The lack of suitable financing channels has become the main difficulty for enterprises in cross-border mergers and acquisitions.The emergence of "PE + Listed Companies" type merger and acquisition funds is an innovation of merger and acquisition funds.It can significantly reduce the amount of money that companies need to pay in cross-border mergers and acquisitions and solve the problem of corporate financing difficulties.Therefore,they are favored by companies in the merger and acquisition market this year.However,"PE + listed company" type merger and acquisition funds can play a better role in mergers and acquisitions while there are certain risks.This article combines the case of China Tianying and Huayu Fund(PE)to jointly establish the Huayu M & A Fund for M & A.The case analysis method and literature review method are used to design the M & A transaction,the role of the "PE + listed company" type M & A fund and the existing problems.Through research,it was found that this M & A made China Tianying complete a "snakeeating" purchase through clever transaction design.Truthful controllers bought PE shares to reduce the risk of entrusted agents;profitability payment plan to reduce the risk of information misalignment;establishment The three-layer main structure uses multiple forms and multiple types of funds to achieve financing in different stages in the short and long term;make performance and shareholding commitments at the exit stage to enhance investor confidence;and uses a variety of measures to maintain the stability of control.During the M & A process,the “PE + Listed Company” type M & A fund,while improving the efficiency of M & A and easing the financing pressure of China Tianying,introduced a large number of financial investors with strong capital to the company,which also kept the control of China Tianying stable.However,through analysis,it is found that there are still some problems in this merger and acquisition.For example,the PE selected in cross-border mergers and acquisitions is a domestic company,and the relevant policies and laws abroad may not be well understood;there are still entrusted agents between PE and listed companies Risk,and there is the risk of not following relevant laws and policies during the merger process.Therefore,in response to these problems,this article gives opinions on the introduction of foreign third parties,the improvement of the constraint incentive mechanism,and compliance with policies and regulations.