Research On Cross-border M&a Transaction Structure Design

Cross-border mergers and acquisitions can play a role in the development of enterprises.In recent years,domestic enterprises have rapidly expanded their scales through the “snake-swallow” mergers and acquisitions,improved their core competitiveness,and obtained essential resources for production and operation of various enterprises.However,in the process of mergers and acquisitions,there will always be many failures,such as the failure of the transaction to meet the needs of both parties,the failure of the transaction cost,and the failure of the acquirer to effectively control the acquiree.Or the failure caused by integration,etc.This paper mainly studies how to design a transaction structure that can meet the needs of M&A,reduce the risk of M&A,and suit the long-term development of the company.This paper summarizes the research on the influencing factors of the structure design of M&A transactions in the early stage,and combines the case of Changjiang Electronics to acquire Xingke Jinpeng to conduct a study and promote a common cross-border M&A transaction structure.Through the research on the transaction structure design of the three aspects of case control,cost and risk,this paper analyzes the cross-structure design of the case of the acquisition of Xingke Jinpeng by Changjiang Electronics.Summarize the factors and coping methods to be considered in the cross-border M&A transaction structure design,and provide some experience guidance for the subsequent cross-border M&A transaction transaction structure design.Through detailed case analysis,this paper obtains the design points of the long-term technology acquisition and acquisition of Xingke Jinpeng transaction structure.1)From the perspective of control rights,Changjiang Electronics' “snake swallow” M&A is designed through transaction structure.A small amount of funds obtained the control of Xingke Jinpeng,and through a series of transaction arrangements in the transaction structure,the post-issuance is a slower procedure,and the equity acquisition of the target company is first carried out to avoid the transaction risk;2)From the perspective of cost,Changdian Technology has successfully raised the funds needed for the transaction by introducing strategic investors,shareholder loans,bank loans,M&A loans,overseas financing and other channels to complete the transaction quickly,but due to The transaction scale is large,a large number of equity and debt financing raises the financial cost of the enterprise;3)From the perspective of risk,Changdian Technology rationally evades the influence of the Taiwan authorities regulations involved in the transaction,and disposes of the Taiwan subsidiary at a lower cost.The funds were returned,but because of the long-term loss of Xingke Jinpeng,and no scale effect in the initial stage of integration,the profit of the company Force dropped significantly,to the post to run a business risks.In the way of case analysis,this paper presents the cross-border M&A transaction structure design and elaborates many details in the transaction structure design.It has strong comprehensive and reference significance,but it is constantly changing due to financial services and laws and regulations.The transaction structure design will gradually evolve and will not become a fixed form.It needs constant exploration and summarization to design a reasonable transaction structure.