A Case Study On Hyron Software's Voluntary Tender Offer And System Improvement

With the promotion of shareholder structure reform in China,tender offer which is relatively transparent and fair has gradually become the main way for listed companies' merger and acquisition,and various forms of tender offers are also emerging.Although China has no clear regulations on voluntary tender offers.However,in China,as long as it is voluntarily chosen by the purchaser,the tender offer,which is not for the purpose of delisting the company,belongs to the scope of voluntary tender offer in China whether it is a complete offer or a partial offer.Based on the theory of tender offer and the framework of China's offer system,this paper studies the tender offer case of Hyron Software.First,a detailed analysis of the purpose,process,motivation and impact on the company and shareholders of the purchaser's offer to acquire Hyron Software was conducted.The event of merger and reorganization of Hyron Software and Shanghai 2345 Network Technology Co.,Ltd.,which occurred at the same time as the tender offer was taken into account.It was found that the major shareholder used tender offer to exchange interests,and then reduced the shareholding at a high price,thus achieving the goal of huge cash.This has damaged the legitimate rights and interests of minority shareholders.This case reflects the fact that there are still some shortcomings in China's tender offer system.For example,the price of the offer price is large,and it is easy to lock the transfer price;the trigger point of the offer is not clear,and it is easy to avoid the complete tender offer;the protection legislation for the interests of small and medium shareholders is not clear enough,and the interests of small and medium shareholders are vulnerable.In this paper,some suggestions are put forward,such as modifying the minimum price of the tender offer,changing the rules for determining the offer and triggering ratio by way of acquisition,setting the “cooling-off period” and the mechanism for the failure of the tender offer,and strengthening the protection of the rights and interests of the minority shareholders.It is hoped to contribute to the improvement of voluntary tender offer system in China and promote fair and orderly development of the market.