| At the beginning of the 21 st century,the gambling agreement was introduced to the mainland by international investment banks.The first familiar case in China was the well-known Mengniu gambling case.Therefore,most scholars in the past have analyzed the gambling agreement in the field of private equity investment.However,with the development of China’s market economy and the increasing frequency of M&A activities,the gambling agreement has been widely used in the field of mergers and acquisitions.According to the data,there were 44,224 mergers and acquisitions in Shanghai and Shenzhen in 2012-2018,with a transaction amount of RMB 212,070.9 million.There were 4,493 agreements on gambling agreements,and the commitment amount was as high as 1,399.9 billion.Among them,listed companies as competitors had up to 90% of gambling cases.However,the gambling agreement has two sides.On the one hand,it can control the risk of merger and acquisition,and it can also protect the interests of both investors and investors.On the other hand,with the high premium and the gambling phenomenon,the more gambling failure cases The more you come,the less the performance of the gambling performance will obviously drag down the performance of listed companies.According to statistics,in 2012-2018,the number of gambling failures in the mergers between Shenzhen and Shanghai increased from 2 to 313.In the New Third Board market,the annual gambling failure rate is basically above 50%.In general,the reasons for the failure of gambling are mainly due to the improper selection of strategic value companies and the high performance of commitments.In this context,it is necessary to explore the gambling agreement.This paper mainly explores the following two aspects:(1)the choice of strategic value enterprises.This paper firstly uses the traditional net present value to make a preliminary calculation of the project value,pointing out that the traditional net present value will lead to inappropriate evaluation of the project,combined with the analysis of the value of the gambling agreement,the value of the gambling agreement will affect the valuation of the merger.And the investor’s evaluation of the value of the project,which affects the conclusion of the investor’s choice of strategic value companies.(2)Design aspects of gambling terms.Because the value of the gambling agreement will affect the investment and financing decision-making and evaluation,it is necessary to analyze the factors affecting the value of the gambling agreement.Based on the sensitivity analysis,this paper finds the value of the gambling agreement under different growth rates and volatility.Under current conditions,when investigating the volatility and growth rate,it is profitable for investors to invest.Finally,based on the cross-sensitivity analysis of growth rate and volatility,this paper finds the minimum compound growth rate of the investment of the target company,and uses the idea of the binomial tree model to discuss the minimum growth rate that the financing party can achieve.In order to obtain the optimal design interval for the gambling commitment,and to design for other M&A transactions in advance,the gambling clause has been used for reference. |