企业并购财务问题分析外文文献(7页).doc

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1、-企业并购财务问题分析外文文献-第 7 页M & Financial AnalysisCorporate mergers and acquisitions have become a major form of capital operation. Enterprise use of this mode of operation to achieve the capital cost of the external expansion of production and capital concentration to obtain synergies, enhancing competiti

2、veness, spread business plays a very important role. M & A process involves a lot of financial problems and solve financial problems is the key to successful mergers and acquisitions. Therefore, it appears in merger analysis of the financial problems to improve the efficiency of M & Finance has an i

3、mportant practical significance.A financial effect resulting from mergers and acquisitions1. Saving transaction costs. M & A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the

4、 cost may be lower than in the market for the same transaction costs, thereby reducing production and operation the transaction costs.2. To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted

5、in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency competition, the incumbent managers of target companies will be replaced, which can effectively reduce the agency costs. 3. Lower financing costs. T

6、hrough mergers and acquisitions, can expand the size of the business, resulting in a common security role. In general, large companies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduce

7、d to enable enterprises to lower capital cost, refinancing.4. To obtain tax benefits. M & A business process can make use of deferred tax in terms of a reasonable tax avoidance, but the current loss of business as a profit potential acquisition target, especially when the acquiring company is highly

8、 profitable, can give full play to complementary acquisitions both tax advantage. Since dividend income, interest income, operating income and capital gains tax rate difference between the large mergers and acquisitions take appropriate ways to achieve a reasonable financial deal with the effect of

9、tax avoidance. 5. To increase business value. M & A movement through effective control of profitable enterprises and increase business value. The desire to control access to the right of the main business by trading access to the other rights owned by the control subjects to re-distribution of socia

10、l resources. Effective control over enterprises in the operation of the market conditions, for most over who are in competition for control of its motives is to seek the companys market value and the effective management of the condition should be the difference between the market value. Second, the

11、 financial evaluation of M & A Before merger, M & A business goal must be to evaluate the financial situation of enterprises, in order to provide reliable financial basis for decision-making. Evaluate the enterprises financial situation, not only in the past few years, a careful analysis of financia

12、l reporting information, but also on the acquired within the next five years or more years of cash flow and assets, liabilities, forecast. 1. The company liquidity and solvency position is to maintain the basic conditions for good financial flexibility. Companys financial flexibility is important, i

13、t mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good income-generating capacity and funding from the capital market capacity, but also the companys overall Profitability, Profitability is the size of which can be companys

14、overall business conditions and competition prospects come to embody. Specific assessment, the fixed costs to predict the total expenditures and cash flow trends, the fixed costs and discretionary spending is divided into some parts of constraints, in order to accurately estimate the companys workin

15、g capital demand in the near future, on the accounts receivable turnover and inventory turnover rate of the data to be reviewed, should include other factors that affect financial flexibility, such as short-term corporate debt levels, capital structure, the higher the interest rate of Zhaiwu relativ

16、ely specific weight.2. Examine the financial situation of enterprises also have to assess the potential for back-up liquidity. When the capital market funding constraints, poor corporate liquidity, the liquidity of the capital assessment should focus on the study of the availability of back-up liqui

17、dity, the analysis of enterprise can get the cash management, corporate finance to the outside world the ability to sell convertible securities can bring the amount of available liquidity. In the analysis of various sources of financing enterprises, the enterprises should pay particular attention to

18、 its lenders are closely related to the ease of borrowing, because once got in trouble, helpless to the outside world, those close to the lending institutions are likely to help businesses get rid of dilemma. Others include convertible securities are convertible at any time from the stock market int

19、o cash, to repay short-term corporate debt maturity.3 Determination of M & A transaction price M & M price is the cost of an important part of the target companys value is determined based on M & A prices, so enterprises in M & Juece Oclock on targeted business Jinxing scientific, objective value of

20、 Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market competition itself tide in an invincible position. Measure of the value of the target company, generally adjusted book value method, market value of comparative law, price-earnings ratio method, discounted cash flow method, income app

21、roach and other methods. 1. The book value adjustment method. Net balance sheet shall be the companys book value. However, to assess the true value of the target company must also be on the balance sheet items for the necessary adjustments. On the one hand, on the asset should be based on market pri

22、ces and the depreciation of fixed assets, business claims in reliability, inventory, marketable securities and changes in intangible assets to adjust. On liabilities subject to detailed presentation of its details for the verification and adjustment. M & A for these items one by one consultations, t

23、he two sides, both sides reached an acceptable value of the company. Mainly applied to the simple acquisition of the book value and market value of the deviation from small non-listed companies. 2. The market value of comparative law. It is the stock market and the target companys operating performa

24、nce similar to the recent average trading price, estimated value of the company as a reference, while analysis and comparison of reference of the transaction terms, compared to adjust, according to assessment to determine the value of the target company. However, application of this method requires

25、a fully developed, active trading market. And a subjective factors and more by market factors, the specific use of time should be cautious. Mainly applied to improve the market system in the acquisition of listed companies. 3. PE method. It is based on earnings and price-earnings ratio target compan

26、ies to determine the value of the method. The expression is: target = target enterprise value of the business income PE. Where PE (price earnings ratio) can choose when the target companys price-earnings ratio M, with the target companys price-earnings ratio of comparable companies or the target com

27、pany in which the industry average price-earnings ratio. Corporate earnings targets and the target company can choose the after-tax income last year, the last 3 years, the average after-tax income, or ex post the expected after-tax earnings target company as a valuation indicator. This method is eas

28、y to understand and easy to apply, but its earnings targets and price-earnings ratio is very subjective determination, therefore, this valuation may bring us a great risk. This method is suitable for the stock market a better market environment, a more stable business enterprise. 5. Income approach.

29、 It is the company expected future earnings discounted using appropriate discount rate to assess the present value of the base date, and thus determine the value of the companys assessment. Income approach in principle, that is the reason why the acquirer acquired the target company, taking into acc

30、ount the target company can generate revenue for themselves, if the companys returns, but the purchase price will be high. Therefore, according to the company level can bring benefits to determine the value of the company is scientific and reasonable way. The use of this method must have two conditi

31、ons: First, assess the companys future earnings are to be predicted, and can predict the basic income guarantee and the possibility of a reasonable amount; second, and enterprises to obtain expected benefits associated with future risk can be invaluable, and can provide convincing evidence. When the

32、 purpose is to use M & A target long-term management and enterprise resources, then use the income approach is suitable. Activities in mergers and acquisitions, M & A business through the acquisition of a variety of financing sources of funds needed. M & M financing enterprises in financing before t

33、he deal with a variety of M & A comprehensive analysis and evaluation, to select the best financing channels. M & A financing from the actual situation analysis, M & A financing is divided into internal financing and external financing. Internal financing is an enterprise to use their own accumulate

34、d profits to pay for acquisitions. However, due to the amount of funds required for mergers and acquisitions are often very large, and limited internal resources, after all, the use of M & A business operating cash flow to finance significant limitations, the internal financing generally not as the

35、main channel for financing mergers and acquisitions. Of external financing is divided into debt financing, equity financing and hybrid financing. Channels of financing the actual response to determine their capital structure analysis, if the acquisition of their funds sufficient, using its own funds

36、 is undoubtedly the best choice; if the business debt rate has been high, as far as possible should be financed without an increase to equity of companies debt financing. However, if the business prospects for the future, can also increase the debt financing, in order to ensure all future benefits e

37、njoyed by the existing shareholders.Whether M & A business development and expansion as a means or an inevitable result of market competition, will play an important stage in the socio-economic role. As an important participant in M & A and policy-makers, from the financial rational behavior on M & A analysis and selection of the same time, also taking into account the market, and management elements that will lead the enterprises decision making provide the most effective message.