Asset acquisition refers to the acquisition of the target company by the acquirer through the purchase of all substantial operating assets of the target company, and this type of acquisition takes the ownership of the property as the purpose of the transaction. After the completion of the acquisition, the target company can continue to exist in accordance with the law, or it can be liquidated and deregistered. Asset acquisitions can be divided into different types according to different classification criteria.

◆ Classification according to the acquisition entity

According to the acquirer, asset acquisition can be divided into two different types, one is direct acquisition, and the other is indirect acquisition, which is analyzed as follows.

(1) Direct acquisition.

The acquirer signs an asset acquisition contract with the target company, uses the acquired assets to set up a wholly-owned subsidiary, or establishes a joint venture with other enterprises, or sets up a branch office in the location of the target company, and allocates the assets obtained from the acquisition to the branch for use, or uses it itself.

(2) Indirect acquisitions.

The acquirer establishes a shell company in the location of the target company, and signs an asset acquisition contract with the target company through the shell company to complete the asset acquisition. In addition, in order to avoid taxes, the target company may first use the acquired assets to invest in the establishment of a company, and then the acquirer will acquire the equity of the new company. Although the acquisition is equity, the actual transaction is assets, because the purpose of the acquirer is not to obtain a controlling stake in the target company, so as to obtain all the assets, liabilities, business, personnel, etc. of the target company, but only to obtain specific assets of the target company, so this method is also called indirect acquisition.

The company chooses direct acquisition or indirect acquisition mainly based on the following factors, such as the strategic deployment of business development after the acquisition, the arrangement of the business entity, the tax cost of the merger and restructuring, and the willingness of the parties to the transaction.

◆ Classification according to the method of payment consideration

According to the method of payment of consideration by the acquirer to the target company, asset acquisition can be divided into monetary fund acquisition, asset replacement, equity payment acquisition of assets, and debt acquisition, as shown in Table 5-2.

In the asset acquisition process, the above multiple payment methods can be mixed. Generally speaking, the payment of monetary funds is the main way of asset acquisition, and asset replacement, issuance of shares, and debt acquisition are special methods, which involve many contents such as asset restructuring and are more complex to operate.

Corporate Finance: Equity Financing× Debt Financing× IPO Listing × M&A Financing) 5.1.3 Asset Acquisition Practices and Key Points is being played, please wait a while,

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