Research On The Application Of Gambling Agreement In M&A Of Asset Light Enterprises

In recent years,the transaction activity of China’s enterprise M&A market is high,the completion of transactions is relatively stable,and the number of asset light enterprise M&A accounts for a certain proportion in the total M&A over the years.According to statistics,the number of M&A transactions completed from 2016 to 2020 was 3422,3342,3158,3370 and 3331 respectively,of which the number of M&A in asset light industry accounted for 52.3%,47.5%,43.4%,51.2% and 46.7% of the total transactions respectively.At present,with the national policy support for Internet,culture and other industries,many light asset industries represented by it,Internet industry,film and television media and entertainment industry have gradually become the main force of M&A transactions,but domestic scholars have not been involved in the research of M&A of light asset Enterprises.In the growing merger and reorganization activities of enterprises,the gambling agreement,as an important mechanism to control the transaction risk,is frequently used by both parties of asset light enterprises.However,the application of the gambling agreement may bring both positive and negative effects,both value and risk.In recent years,some emerging asset light industries represented by culture and media often have the "three high" problems of overvalued value,high goodwill and high performance commitment when using the gambling agreement.There are frequent cases of high overvalued value,high premium M&A and failure to reach the gambling agreement,resulting in the failure of M&A and gambling.It can be seen that China’s asset light enterprises have insufficient experience in the use of VAM agreements.Many asset light enterprises ignore the industry characteristics when using VAM agreements,which is difficult to produce positive effects.There are some studies on the impact of asset light M&A and VAM on the application of M&A,but there are few studies on the combination of the two.This paper takes the acquisition of New Classic Media by China Literature Limited as an example,because both sides of the acquisition belong to the representative cultural media industry in the asset light industry,which can highlight the problems existing in the application of gambling agreements by enterprises in China’s asset light industry;Because the transaction amount of this case is as high as 15.5 billion yuan,it has been a very high premium case in asset light enterprise M&A.Through the research,it is found that the day of M&A gambling has a great impact on the short-term market effect of reading text.Due to the "three highs" problem in the later stage of M&A,New Classic Media can not complete the gambling index,which also has a negative impact on the long-term business performance of reading text group.The expected resource integration and synergy between China Literature Limited and New Classic Media have not been achieved,and there are also some risks.At present,the use of the gambling agreement has not produced a good positive effect.This paper combines the perspective of M&A of light asset enterprises with that of bet agreement,analyzes the current situation of the application of bet agreement in M&A of light asset industry,analyzes the motivation,content,effect and risk of the application of bet agreement in M&A of light asset enterprises in combination with specific cases,and puts forward relevant improvement measures and suggestions for the risk of M&A of light asset enterprises,It has certain practical significance for the future M&A of light asset enterprises whether to use the bet agreement and how to improve the use.