The company is to adapt to the needs of the market economy and society to form a form of enterprise organization, and after the company develops to a certain scale, the company's shareholders and the board of directors will be based on the company's development strategy, and organize the hiring of professionals in the fields of law, finance, human resource management, enterprise management and other fields to study and formulate the company's restructuring plan, and the main way of corporate restructuring is mergers and acquisitions. The following is a detailed analysis of the basic concepts and main methods of corporate mergers and acquisitions.

◆ The concept of corporate mergers and acquisitions

Corporate mergers and acquisitions refer to the business activities of a company or several companies to reorganize the property rights of other companies, and there are two main forms, one is merger and the other is acquisition.

(1) Mergers and acquisitions (Me

ge

）

There are two forms of merger, one is absorption and the other is creation and merger. An absorption merger can be regarded as an absorption merger, which refers to the merger of two or more companies, and one of the companies absorbs the other companies to become the surviving company; A merger can be regarded as a new merger, which refers to the merger of two or more companies to form a new company, and the original company disappears at the same time.

(2) Acquisition (Acquisitio

s）

An acquisition is when a company acquires control or management of another company by buying shares or shares in that company, and the other company continues to exist and does not disappear completely. According to the different acquisition targets, acquisitions can be divided into two types, one is asset acquisition, and the other is share acquisition. Among them, asset acquisition refers to the acquisition of all or part of the assets of the target company by the acquiring company and the purchase of the target company into a part of itself; Equity acquisition refers to the acquisition of all or part of the shares of the target company by the acquiring company, turning the target company into a part of itself. Share acquisitions can also be divided into two types, one is a cash acquisition and the other is a share exchange acquisition. Among them, a share-swap M&A refers to the issuance of shares by the acquiring company to the shareholders of the target company, exchanging the shares of the target company with the shares of its own company, and finally collecting the target company as an existing one.

◆ Four paths for mergers and acquisitions

(1) Mergers and acquisitions by agreement

Mergers and acquisitions by agreement refer to the establishment of transaction conditions between the acquirer and the target enterprise through friendly negotiation, the signing of the merger and acquisition agreement, and the final completion of the acquisition of the target enterprise. According to the different target enterprises, mergers and acquisitions by agreement can be divided into two types, one is the agreement of listed companies and the other is the agreement of non-listed companies. In essence, there is not much difference between these two types of M&A, except that the agreed M&A of listed companies needs to comply with special provisions such as the Administrative Measures for M&A of Listed Companies (Decree No. 35 of the CSRC).

(2) Tender Offer

A tender offer refers to the act of the acquirer issuing an acquisition announcement to the acquired company, and after the acquired company confirms it, it acquires the shares of the target company in accordance with the acquisition conditions, acquisition price, time limit and other matters in the announcement. Under the tender offer model, all shareholders of the acquired company have equal access to information and make their own choices. Compared with the agreement acquisition, the tender offer is fairer and can effectively protect the interests of minority shareholders, and is currently mainly used in the mergers and acquisitions of listed companies.

(3) Bidding for acquisitions

Bidding for acquisition refers to the sale announcement of the target enterprise to attract the attention of potential buyers with strong financial strength, and the bidder with the highest price is qualified for the merger and acquisition by submitting a secret bid. The difference between other M&A methods is that bidding M&A is dominated by the acquired enterprise, which can be divided into public bidding, auction, competitive negotiation, bid negotiation and other forms according to different forms of bidding, which provides a good competitive environment for equity M&A, which can ensure the interests of the shareholders of the acquired enterprise to the greatest extent, and is currently mainly applicable to the M&A of state-owned enterprises.

(4) Financial restructuring and M&A

Financial restructuring and M&A refers to a type of M&A that reorganizes enterprises that are in financial crisis but still have the opportunity to get out of danger and can rebuild their value in accordance with certain procedures, so that enterprises can regain their vitality and vitality. At present, there are three main types of financial restructuring and M&A, namely debt-bearing M&A, asset replacement M&A, and custody M&A, as shown in Table 5-1.