| With the realization of the full circulation of shares in China’s non-tradable share reform and the further improvement and development of the capital market,the occurrence frequency of mergers and acquisitions as an important means of enterprise expansion is also increasing.In addition,in order to expand business scale,many undervalued enterprises become acquisition targets,and malicious takeover events begin to be staged frequently.In order to maintain the control of the company and protect the interests of all parties,the target company will often take measures to game with the hostile acquirer.The attack and defense of the hostile takeover will cause adverse effects on the relevant investors of the company and seriously disrupt the order of the capital market.At present,there are still deficiencies in the research on anti-hostile takeover in the theoretical circle of our country,and the relevant systems are scattered and disorderly,and no systematic norms have been formed,and listed enterprises lack references in resisting hostile takeover.Therefore,choosing typical anti-takeover case companies to study and analyze their measures and effects can provide reference for more enterprises to carry out anti-hostile takeover.In view of this,this paper mainly adopts the method of case study to study and analyze the motivation,strategy choice and economic consequences of Changyuan Group’s anti-hostile merger,discusses the shortcomings of this action and puts forward corresponding suggestions.When the original two major shareholders of Changyuan Group reduced their holdings and left,and the shareholding structure was dispersed,the merger and acquisition of Changyuan Group launched a hostile merger and acquisition.The management of Changyuan Group was dominated by anti-merger strategies such as revising the company’s articles of association,management shareholding plan,looking for a white knight,merger and acquisition to increase interest-bearing liabilities,and resolutely resisted the hostile merger and acquisition of Wall Nuclear Materials.Finally,the economic consequences of anti-hostile takeover are discussed from the aspects of market reaction,financial performance,ownership structure and operating effect.In addition,the implementation of Changyuan’s anti-hostile M&A strategy reflects its weak awareness of anti-M&A risk,lack of anti-M&A clauses,"white knight" giving up halfway,serious after-effects of multiple M&A and other problems.Based on this,some suggestions are put forward,such as raising anti-takeover consciousness,setting anti-takeover clause and optimizing equity structure. |