| Along with the vigorous development of our national economy,countless enterprises in pursuit of maintaining good business conditions,but also hope to further expand the scale of enterprises,so many enterprises will focus on mergers and acquisitions.Mergers and acquisitions can improve the quality of enterprise resource allocation,improve the utilization rate of enterprise resources,and enable enterprises to rapidly expand the scale of production in a wider range and at a higher level.At the same time,with the increase of mergers and acquisitions enterprises,problems such as high premium and high goodwill have become increasingly prominent in the market.In order to expand market segments and improve their competitiveness,some enterprises even conduct mergers and acquisitions at prices several times higher than the target enterprises,which increases the risk of goodwill thundering.In recent years,there have been more and more mergers and acquisitions in the health care products industry,which are not only extremely active in the domestic market,but also in the overseas market.Due to the influence of relevant factors such as policy,culture and exchange rate,the valuation of enterprise mergers and acquisitions becomes very difficult,and the cases of goodwill impairment caused by failure to achieve the expected performance are gradually increasing.Therefore,it is of great significance to explore the impact and reasons of goodwill impairment.This paper mainly takes By-Health as the research object,analyzes the causes and effects of its goodwill impairment,and puts forward corresponding countermeasures to the problems.First of all,this paper reviews the complete event of By-Health merger and acquisition of LSG in detail,and expounds the merger parties,merger process and motivation,as well as the status of goodwill impairment.Secondly,the influence of huge goodwill impairment on enterprises is explored through event study method,changes of enterprise financial indicators and EVA analysis method.Thirdly,through analysis,it can be found that the reasons for the goodwill impairment of By-Health mainly include: LSG company value is overestimated;Insufficient risk prevention and control of M&A consideration payment scheme;Too strong motivation for overseas mergers and acquisitions;Related laws and industry policies lead to a decline in performance;The synergistic effect after merger is not significant;The management has earnings management motivation.Finally,in order to reduce the negative impact of goodwill impairment,this paper puts forward the following countermeasures and suggestions: First,at the company level,sign the bet or compensation agreement,pay attention to the national policy orientation,integrate resources to play the synergistic effect,and timely conduct goodwill impairment test;Second,at the level of evaluation organization,reasonable evaluation of the value of the enterprise to be evaluated and improve the professional level of evaluation personnel;Third,at the level of regulatory agencies,strengthen the supervision of relevant institutions and improve the regulatory system of health care products industry;The fourth is the level of accounting standards,improve the goodwill follow-up measurement method and improve the relevant requirements of goodwill information disclosure.As an asset-light company,there is great uncertainty of goodwill in merger and acquisition.This article analyzes the causes and effects of goodwill impairment in merger and acquisition,in order to improve the prudence of overseas mergers and acquisitions,especially health care product companies,standardize the valuation management and promote the benign development of the capital market in our country. |
