| In recent years,with the adjustment of industrial structure,traditional manufacturing industry has been transformed and upgraded one after another,and it has become an important direction of China’s development to make cultural industry a pillar industry.According to the 12 th five-year plan,cultural enterprises should be encouraged to operate and reorganize across regions,industries and ownership,so as to increase the scale,intensification and specialization of the cultural industry.The decision of the sixth plenary session of the 17 th CPC central committee further emphasized that competent cultural enterprises should be encouraged to merge and reorganize across regions,industries and ownership,and cultivate strategic investors in the field of cultural industry.A review of the major policies in recent years shows that promoting the merger and reorganization of cultural enterprises has become an important strategy to accelerate the development of the cultural industry.Many listed companies use merger and acquisition as a means to expand their business scale and expand their influence and occupy a position in the increasingly competitive cultural market.The number of cultural industry-related mergers and acquisitions by listed companies has been increasing each year,from 22 in 2010 to 354 in 2015.The amount of mergers and acquisitions keeps rising,with the value of mergers and acquisitions reaching 214 billion yuan in 2015.Mergers and acquisitions of cultural enterprises are often accompanied by the phenomenon of "high valuation" and "high premium",that is,the final transaction price is much higher than the book value of the net assets of cultural enterprises.On the one hand,this reflects the optimistic expectations of both sides for the prospect of mergers and acquisitions,but on the other hand,the high cost also leaves hidden dangers for the success of mergers and acquisitions.Then,what is the cause of high premium in China’s cultural industry m&a market? Is the existence of high premium mergers and acquisitions reasonable? What are the consequences of an unreasonable merger premium?This paper takes the blue flame of hualubaina’s merger at a premium as the case study object to study the reasons for the merger premium and evaluate the performance after the merger at a premium.The author has consulted the domestic and foreign literature on the reasons for the formation of merger premium of cultural companies and the effect analysis method after the acquisition of premium of cultural industry,and searched a large number of data about hualubaina before and after the merger ofblue flame of premium and processed them.Through reading and refining the views of the excellent literature at home and abroad,this paper summarizes and puts forward the general reasons for the phenomenon of high premium mergers and acquisitions in cultural enterprises.Through the analysis of the blue flame process of the acquisition of hualubaina at a premium price,the reasons for its willingness to acquire the target company at a high premium were found out.From the perspective of industry characteristics,non-liquid assets account for a relatively low proportion in the asset structure of cultural enterprises,and asset-light property has become the main asset characteristic of cultural enterprises.In the process of development,cultural enterprises have formed and accumulated a large number of unique intangible assets,such as IP,core creative personnel,brand,creative management mode,creative project production experience,etc.Among the intangible assets of cultural enterprises,some that meet the accounting recognition principle can be reflected in the balance sheet,while some intangible assets exist in the knowledge form in various operation links of the enterprise,which can transform manpower into products.The characteristics of the assets of cultural enterprises make it difficult to carry out reliable evaluation.If only the book value is considered,the value of cultural enterprises will be underestimated.From the perspective of the internal environment of enterprises,m&a enterprises are willing to pay a high premium for m&a because they need to meet their own development needs.After analyzing the industry characteristics of the target cultural enterprise,the m&a enterprise hopes to generate the synergy effect of m&a through m&a and improve its core competence from the aspects of strategy,management,operation and finance.By comparing the performance before and after the merger,and using the accounting index analysis method and event analysis method,it is found that although the blue flame of hualubaina’s premium merger brought positive wealth effect to investors in the short term,it damaged the performance of the enterprise in the long term.The author analyzes the reasons for the unsatisfactory result of the premium merger from three aspects.The author believes that hualubaina has made mistakes in merger decision-making,valuation of the target enterprise and post-merger management,overestimating the value of blue flame and being too optimistic about the future after the merger.Although the phenomenon of high premium m&a in cultural enterprises is reasonable,the higher the premium,the better.In order to avoid the risks caused by unreasonable merger and acquisition premium,and merge the high-qualityassets in line with the development needs of enterprises at a reasonable price,this paper finally puts forward the Suggestions on reasonable pricing of merger and acquisition of cultural enterprises and effective risk control after merger and acquisition. |
