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Data:2009-12-12 2:34
Mergers and acquisitions, according to the means of payment divided into five types: cash payment type, swap deal type, zero-cost purchase type, transfer type and claims-paying.
Convertible is more prevalent overseas mergers and acquisitions of large companies, its most important feature is that the value of stock options is based on the other side rather than reflected in the form of cash, so big companies can avoid huge financial pressure, when mergers and acquisitions.
1999 Tsinghua Tong Fang Lu Ying electronic absorption of the merger swap mergers and acquisitions in China opened the first of its kind, but the convertible foreign mergers and acquisitions in China has no precedent. However, in view of the effectiveness of this approach, I believe that soon may also become one of the main foreign mergers and acquisitions. "Acquisition of Listed Companies Management Regulations" in principle open to swap mergers and acquisitions, but according to "On the transfer of listed companies to foreign state-owned shares and legal person shares related issues notice" requirement can only be freely convertible foreign currency to pay the transfer price, therefore, after acquisition of state-owned shares, legal person shares can not be used swap mergers and acquisitions.
The key is to swap the two sides based on net asset value, asset quality, as well as the main business market prospects and other factors to determine the swap ratio. This often involves difficult negotiations and complex calculation process, the results of the interests of investors in both companies a tremendous impact.
Therefore, from the "acquisition of domestic enterprises by foreign investors provides that" draft, the Government has also set the "threshold", attempting to strengthen this area of regulation.