| With the development of Chinese capital market,mergers and acquisitions are becoming more and more active.According to the statistics of CSMAR,there were 1562 mergers and acquisitions in 2010-2017.However,mergers and acquisitions of listed companies are not all aimed at achieving synergies.In recent years,the “fudge” and “drilling” mergers and acquisitions are not uncommon,which not only damages the value investment concept of the capital market,but also reduces the efficiency of capital market.Compared with strategic mergers and acquisitions,speculative mergers and acquisitions refer to the short-term behavior of the company using mergers and acquisitions activities to obtain the income of the reporting level,and the controlling shareholders using their dominant position to obtain the private benefits of control in the merger and reorganization activities.Scarce IPO resources and imperfect systems in China have led to the valuation of listed companies tending to be higher than that of non-listed companies.This has induced listed companies to use their own valuation advantages to launch mergers and acquisitions,and to push up the stock price through speculation of hot mergers and acquisitions.Benefits can be tunneled through equity pledge or transfer.Throughout the whole process of speculative mergers and acquisitions,controlling shareholders can obtain benefits through stock appreciation without paying other costs,but there is no actual performance support for merger and acquisitions.The foundation of goodwill formed by mergers and acquisitions will collapse.The high-value goodwill bubble caused by the prevalence of speculative mergers and acquisitions in the capital market is likely to cause systemic financial risks.This paper has systematically studied the characteristics,motivations and consequences of speculative mergers and acquisitions.It is of great significance for restraining the speculative mergers and acquisitions of enterprises and maintaining the stable and healthy development of the capital market.This paper researches mergers and acquisitions of Geoway and analyzes the characteristics,motivations and consequences of speculative mergers and reorganizations.It has found that the mergers and acquisitions of Geoway were accompanied by frequent transfer of control rights,multiple changes in the main business,bad assets of acquiring corporation,high mergers and acquisitions premium and so on.The restructuring motivations of those speculative mergers and acquisitions in Geoway mainly lie in three aspects,including achieving the shell function of listed company;transferring benefits to controlling shareholders through mergers and acquisitions;intending to gain benefits from share transfer by controlling shareholders.Those speculative M&As of Geoway have produced a series of severe consequences.In 2018,Geoway was plunged into crisis by subsidiaries implicated in poor operations.Judging from the market reaction,the short-term market performance of Geoway has been negative after the speculative mergers and acquisitions,and the overall stock price showed a downward tendency for a long time.There is a phenomenon of blind pursuit of hot topics in mergers and acquisitions in the market.Through mergers and acquisitions,Geoway obtained the improvement of shell companies' value in a short time,but did not fundamentally change the nature of its poor innovation ability and its Z score has been in the "bankruptcy zone" and has not been out of financial difficulties through mergers and acquisitions.EVA of Geoway from 2015 to 2017 were less than zero continuously,and there was no actual value creation during the merger and reorganization.Finally,this paper proposes from the perspective of the mergers and acquisitions party's strict control of the quality of injected assets,enhancing information transparency,standardizing the system of suspension and resumption of trading,and raising the threshold for controlling shareholders to achieve speculative mergers and acquisitions in the capital market. |
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