| Under the background of economic globalization,many companies will experience mergers and acquisitions in the process of development.So far,there have been many large waves of mergers and acquisitions that have swept the world.Through mergers and acquisitions,enterprises can re-allocate high-quality economic resources such as capital,technology and human resources more reasonably,expand their own scale,enhance core competitiveness,and enhance corporate value.Many large multinational corporations have grown up through multiple mergers and acquisitions.Since the end of the 20 th century,the frequency of mergers and acquisitions by global companies has increased significantly.After the reform and opening up,China’s capital market has gradually developed and matured,and domestic enterprises have gradually carried out mergers and acquisitions activities actively.Enterprise mergers and acquisitions are divided into various types,and different types of mergers and acquisitions have different advantages,disadvantages and applicability.Share-swap mergers and acquisitions have many advantages.Relatively low transaction costs can reduce the financing pressure and financial risks of enterprises,ensure sufficient operating cash flow,and even have the effect of deferred taxation.Mergers and acquisitions commonly used by companies.However,in the early stage of mergers and acquisitions of Chinese enterprises,the method of merger by exchanging shares was not often used.After the split share reform,China’s capital market system and laws have become more complete,and companies have begun to try more mergers and acquisitions by swapping shares and absorbing mergers.Based on the relevant theoretical research on the motives and performance of share-swap absorption mergers,this thesis selects the first case of share-swap mergers and acquisitions of listed state-owned enterprises in the port and shipping industry in the A-share market for research.This thesis makes an in-depth analysis of the process of Dalian Port’s share swap absorbing and merging the Yingkou Port case,and takes the relevant research of domestic and foreign scholars as the theoretical basis for analyzing the motivation and performance of the case.This thesis analyzes the motivation of the case from the level of the enterprise group and the national macro economy,and uses a variety of mergers and acquisitions performance analysis methods to evaluate the short-term performance changes of the merger between the two parties,and draws relevant conclusions and enlightenments,experience and advice.In the research process,the relevant specific concepts used in this thesis are theoretically defined,and the analysis results are intuitively reflected by converting the data changes into tables and diagrams.The typical cases of the port industry selected in this thesis have milestone significance and guiding role,and are closely related to national economic strategies and development policies such as “One Belt,One Road”,“Revitalizing Northeast China”,and deepening reform of state-owned enterprises.Therefore,the research in this thesis has important practical significance.China’s research on share swap absorption and merger is not rich enough,and there is a lack of case studies on many sub-sectors.The purpose of this thesis is to research and analyze the motivation and performance of Dalian Port’s share-swap merger and Yingkou Port’s merger.The context of this thesis is roughly as follows.First of all,it introduces the research background of the case of Dalian Port’s share-swap merger and merger of Yingkou Port,explains the academic significance and practical significance of this thesis,sorts out the domestic and foreign research literature on the reasons and performance of share-swap merger and merger,and proposes the purpose of this thesis.Research ideas and methods.Secondly,it introduces the concepts related to mergers and acquisitions through share swaps,lists some common motivations for mergers and acquisitions through share swaps,and introduces the methods used in this thesis to analyze the performance of mergers and acquisitions.Motivation and performance analysis foreshadowing.Then,it outlines the basic situation of the companies involved in this merger and acquisition transaction,and gives a detailed and in-depth introduction to the strategic background of the case,the design of the transaction,the implementation of the merger and the final result,and analyzes the characteristics of this case.Then,on the basis of the relevant theories of the merger by exchanging shares,combined with the strategic background of the case and the development status of the two parties in recent years,it analyzes the micro-and macro-motives of the merger between the two parties.After that,use the event study method to analyze the market reaction after the announcement of the merger transaction,and combine the accounting index analysis method and the non-financial performance evaluation method to analyze the synergies in finance,operation and management of the surviving enterprises after the transaction is completed.Analyze and comprehensively evaluate the performance improvement brought by this share swap absorption merger for the company.In the end,it is concluded that this share-swap absorption merger has positive strategic significance,which has produced a relatively obvious market effect and synergy effect in the short term,and enhanced the core competitiveness of the surviving enterprise.Through the study of this case,the following inspirations have been obtained: enterprises should take into account national policies and market interests in mergers and acquisitions activities in order to achieve long-term and stable development.when deciding to implement mergers and acquisitions,enterprises should fully consider the actual situation of both parties to choose an appropriate mergers and acquisitions method,Improve the probability of successful completion of mergers and acquisitions.after the completion of mergers and acquisitions,the surviving enterprises can achieve the expected and ideal results of mergers and acquisitions only by focusing on the follow-up integration of the resources of both parties. |