| With the continuous development of China’s capital market,stock exchange anderger has become one of the important ways for enterprises to invest.In order to achieve their strategic goals,more and more enterprises choose the right time to restructure their assets,and to absorb and merge other enterprises in the way of stockexchange.Combining domestic and foreign cases,relying on a small a mount of cashand internal resource integration model gradually gets more attention.From September 2018 to June 2019,the case of Midea’s share exchange,absorption and merger of littleswan in the first A-share listed company in China to exchange,absorb and merge A+B-share Listed Companies.Midea relies on its unique scheme design and strong-controy ability to the trading scheme to ensure the smooth progress of the transaction.The whole process of its shre exchange,absorption and merger is worth studying and learning.This paper takes Midea’s share exchange absorption and merger of littleswan as a case to analyze,using the method of combination of theory and case.First of all,read and sort out the domestic and foreign literature about the merger and absorption of exchage shares,summarize the concept of merger and absorption of exchange shares,the proportion of exchange shares and the theoretical induction,this paper introduces the case of American Stock Exchange and merger of little swan.After introducing the background of relevant cases,this papre analyzes the rationality of the plan design,the motivation and the risks of the plan design by combing the process and the plan of American share exchange and merger of little swan.And through the combination of qualitative and quantitative methods and analyzing the effectiveness of the transaction from the short-term perromance,financial perfomance and the impaction business management three aspects of the effectiveness of the transaction,the final conclussion of the case and the enlightenment for other enterprises.Through the research,we find that the main purpose of the merger is to give full play to the synergy effect of resources,promote the overseas strategic layout,eliminate related transactions and reduce finacial risk.In the process of share exchanged merger,Midea Group comprehensively investigates the target company and selects appropriate companies according to its own needs to effectively avoid the risk of strategic decision-making;in addition,it employs professional financial consultants and assessment institutions to conductreasonable valuation of the target company to avoid the risk of pricing;through analyzing the new advantages brought by share exchange and merger,it timely adjust its development strategy and attaches importance to the placement of employees and effectively reduce the integration risk.According to the analysis of event research method,Midea’s short-termmarket performance of absorbing and merging Swan by stock exchange is significant,Which brings positive cumulative excess retum to share holders.Compared with the financial changes before and after the merger,we found that the merger improved the financial situation of Midea to acertain extent,effectively improved the capital efficiency of the enterprise,improve the inventory liqueidity,optimized the debt ability,and significantly enhanced the asset utilization ratio.In addition,it also has a certain impact on the operation and management of the enterprise,improves the market competitiveness of the enterprise,promotes the overseas developmengt strategy,optimizes the capital circulation,and promotes the digital reform.Through the overall study of the article concluded as follows: The United States share exchange absorption combined with the cygnet effectively played asynergistic effect;The combination of stock exchange and absorption promotes the sustainable development of itself.Summarizing the whole case of stock exchange,absorption and merger,this paper can get the following enlightenment for other enterprises: first,reasonable selection of the target company is the premise of success.;Second,balance the inerests of all parties,and perfect scheme design is the basis of sucess;Third,effective supervision and management in the process of transaction is the guarantee of success;Fourth,focus on the integration of resources afer comletion to promote the development of enterprises in a good direction. |
