Research On M&A Behavior Of "Listed Companies + PE"

The merger and acquisition mode of “listed company + PE” is the product of the M&A fund when it develops to a certain stage in the capital market.This mode is widely concerned and plays an important role in the merger and reorganization of enterprises.From the perspective of acquirer,the listed company can help them to solve various problems that may be encountered in the merger and acquisition,such as the selection of target enterprises,acquisition of funds and integration of resources later by jointly establishing merger and acquisition funds with PE.From the perspective of the market,this mode is conductive to stimulating vitality of the market and thus promoting the effective integration of resources.Under the M&A mode of “listed company + PE,a merger and acquisition fund is established by a listed company or its controlling shareholders in conjunction with a private equity institution as a platform for merger and acquisition activities.Merger and acquisition fund can not only select the target enterprise for the acquirer and raise the required funds,but also “lock” the merger and acquisition target outside the listed company,and carry out professional restructuring and transformation to alleviate the difficulty of resource integration when the target is loaded into the listed company in the later stage.The M&A mode of “listed company + PE” has a certain flexibility in the application.Listed companies can meet special M&A needs to a certain extent by designing M&A fund organization forms,planning investment ratios,and selecting M&A entities.At the same time,high flexibility in operations also increases the possibility of insider trading and stock price manipulation,raising the difficulty of market supervision.Therefore,research on the mode of “listed company + PE” can draw on the experience of M&A fund design,explore more sufficient and reasonable M&A path,and also facilitate the formation of relevant market institutions,thus regulating M&A funds in the capital market.The research case of this paper is the acquisition of Yaguang Electronic by Sunbird.It is the successful application of the “listed company +PE” model in corporate mergers and acquisitions.In the end,Sunbird realized the leveraged buyout target and acquired the military enterprise.In this case,the controlling shareholder of the listed company Sunbird and PE established M&A Fund to raise funds for the listed company;the subsidiary of the M&A Fund acted as the bidding entity and bore the risk of merger and acquisition for the listed company;at the same time,stabilizing the control of listed companies through the design of plan.In this case,the advantages of the M&A Fund of “listed company + PE” were reflected.In addition,in the process of merger and acquisition,listed companies have also designed M&A skills of “share-to-debt” + “debt-to-equity” to ensure the security of funds.This paper gives a detailed introduction to each subject in the case and the entire M&A process.At the same time,it analyzes the motives,M&A skills and performance before and after the M&A process.After the research,it was found that the case of Sunbird’s acquisition of Yaguang Electronic was skillful in the design of the plan,and it achieved multiple objectives.However,the case didn’t exert full effect of “listed company + PE” M&A fund,and it reflected the shortcomings of market supervision on “listed company + PE” M&A fund.Based on the analysis above,this paper proposes the optimization path of the “listed company + PE” M&A mode and puts forward reasonable suggestions for the promotion of this mode.In addition,the market supervision problem in the application of the M&A mode was also considered,and some views were put forward to improve the market supervision system,protect the interests of investors and optimize the market transaction mode.