Optimization Of The Cash-option Of Stock-for-stock M&A

Stock-for-stock M&A has become an important way in our country enterprise merger,acquisition and reorganization,along with the advance of China's capital market,the absorption merger case also unceasingly increases,once has the absorption merger will inevitably exist big shareholders and the interests of minority shareholders,cash option as a system of original creation in our country,the development of practical significance is also increasingly prominent.Cash option is frequently used to real absorption of the merger of the most important reason is that the cash option has great flexibility,are due to the lack of necessary cash option at the present stage legal mandatory constraint rule made its flexibility at the same time,has brought many defects,such as differences in the cash options applicable objects,some enterprises implement the objection shareholders and part of the face to all the shareholders;In cash option on the implementation of the program,because there is no legal system constraints,the company's cash option process there are certain differences,lead to cash option design there is free space;On the cash option pricing is the average price of a number of trading days prior to the announcement of the first decision of the board,judging from the pricing mechanism does not exist any theoretical basis,just kind of habitual practice.Because the existence of defects,the cash option to objection shareholder protection function has been curbed,most of the cases has become the largest shareholder in order to speed up the process of mergers and acquisitions,or carry tool,its purpose to the protection of minority shareholders are covered,in order to make the cash option to meet its designed,giving play to the role of its original,for cash of the optimization of choice has become a top priority.The purpose of this paper is to find cash option through case analysis of train of thought in the risk and problems existing in practical application process,put forward the cash optioncorresponding optimization measures in the process of practical application,to help cash option interest partiesThe author first introduces the exchange mergers under the cash option selected topic background and significance,at home and abroad about the overview of objection shareholder exit mechanism,this paper studies the main contents and methods and the innovation of this article.Next to the current exchange consolidation theory,the cash option theory research part of the narrative,explore the concept of cash option in our country at present,the existence necessity,action mechanism,etc.And spread based on the theory of double case analysis,the case for baosteel share swap absorption merger wisco,panzhihua share swap absorption merger case,chongqing titanium and climbing the Great Wall shares due to two cases there are a lot of things in common,but the result of the case due to the existence of the cash option is completely different,the author focuses on analysis of the problems in the cash option in two cases,summarizes the risks and problems of the cash option,in practice,put forward the optimization strategy of their own.How the cash option can improve the M&A process can also protect the interests of minority shareholders.