| Mergers and acquisitions and restructuring in China’s capital market are fiercely implemented,the number and scale of transactions are showing a growing trend,however,with the development of mergers and acquisitions,the problems of single means of payment and narrow financing channels have gradually emerged,which to a certain extent has also hindered industry integration and industrial upgrading.As a new payment for mergers and acquisitions,directional convertible bonds have appeared on the historical stage and aroused great interest in the capital market.Private convertible bonds are convertible corporate bonds issued privately to a specific entity.The characteristic of directional convertible bond makes it become a magic weapon to balance the interests of both sides.In 2018,35 companies disclosed plans to use directional convertible bond tools to carry out mergers and acquisitions in the first year when CSRC announced the pilot program of directional convertible bond.Based on the research in the process of selecting will create technology as a case,stand upright on the M&A introduce directional light case analysis convertible bonds as a payment and financing tool,is not only beneficial to enrich the directional convertible bond financing in our country enterprise mergers and acquisitions to pay and matching theory,this thesis introduced the directional convertible merger to the enterprise,the influence of It also provides reference value for other listed enterprises.This thesis firstly reviews the domestic and foreign studies on directional convertible bonds and M&A,expounds the relevant concepts and development status of directional convertible bonds and corporate M&A,and clarifies the theoretical basis.Then,it introduces the case of Bi Chuang Technology using directional convertible bonds to acquire Zhuo Li Han Guang.Based on the basic situation of the M&A parties,merger motivation,merger plan,merger process and the application of directional convertible bonds.Then,in-depth analysis was conducted.First,based on the provisions design of Bi Chuang Technology directed convertible bond,the characteristics of the provisions were explored,and it was found that the provisions were to further achieve the purpose of balancing the interests of both parties.Again to the directional thesis expounds the advantages of convertible bond in mergers and acquisitions,comparative analysis different ways of payment and financing cost,and then use event study explore the announcement effect,through the financial indicators of analysis of financial situation before and after the merger,judgment on its financial performance,The impact of mergers and acquisitions on business performance is explored through the EVA method.The study found that Bi Chuang Technology’s acquisition of Zhuo Li Han Guang achieved good market effects and good financial performance.The end of the article discusses the conclusion of the full text,in this case by directional convertible merger is to reduce the enterprise financial leverage,alleviate the pressure of the cash payment,reduce agency cost,ease the advantages of the risk of dilution,affirmed the directional role in the process of convertible bonds in corporate mergers and acquisitions,and Suggestions are put forward according to the different market participation main body,China should enhance the promotion and improvement of directional convertible bonds in the M&A market,and apply them to more purposes such as payment,refinancing or angel investment.Explore the design of the terms of the directional convertible bonds,and use the flexibility of the terms to achieve the purpose of balancing the interests of both parties;At the same time,the relevant market and legal system should be improved to make better use of directional convertible bonds to boost China’s economic development. |
