企业并购的财务风险及防范措施（Financial risk and prevention measures of enterprise merger and acquisition）

《企业并购的财务风险及防范措施（Financial risk and prevention measures of enterprise merger and acquisition）》由会员分享，可在线阅读，更多相关《企业并购的财务风险及防范措施（Financial risk and prevention measures of enterprise merger and acquisition）（15页珍藏版）》请在装配图网上搜索。

1、企业并购的财务风险及防范措施（Financial risk and prevention measures of enterprise merger and acquisition）The financial risk of enterprise merger and preventive measuresWith the integration of market economy and business globalization, global business relationship betweenIncreasingly, competition is increasingly i

2、ntense, simple means of business development has been difficult to meet the company soonTo speed development, then the merger between enterprises is formed. M & A is referred to as mergers and acquisitions.The merger usually refers to an enterprise in cash, securities or other forms of purchase made

3、 other enterprise property, theOther enterprises lose the qualification of legal person or legal entity change, and get control of the decision of these enterprisesBehavior. The acquisition is refers to the enterprise to buy another company with cash, bonds or stocks of some or all of the assetsOr e

4、quity, to obtain control of the enterprise. M & A can let the enterprise obtain rapid development and high profits,But the risk of mergers and acquisitions are everywhere, a seemingly insignificant error may also be pushed into the enterprise merger and acquisitionThe failure of the mud, so in this

5、case, for easy risk and prevention of the occurrence of the process of mergers and acquisitionsMeasures for the plain paper.Financial risk and prevention, before mergingM & A before merger plan implementation, need to choose the acquisition target enterprise and specific acquirerTherefore, before th

6、e merger, the risk is the main risk caused by these two options.1. under the condition of market economy, enterprises as independent economic entities, mergers and acquisitions not only their choiceShould be in accordance with their own interests, but also should be consistent with the long-term dev

7、elopment strategy of the enterprise purchase. The main purpose of mergers and acquisitionsIf the implementation of strategic restructuring in order to seek synergies, or to specific targets. Therefore in mergers and acquisitionsThe selection of target enterprises must be carefully considered appropr

8、iate, but there are many more choices of failure case in practiceCases. For example, many enterprises because of blind mixed mergers and acquisitions or blindly into unrelated areas, and finally enable enterprisesThe mistake of diversification, but dragged itself, is not conducive to the development

9、 of enterprises the main purchase. These areNot very good to consider the risk caused by the target enterprise.2. acquisitions in a variety of ways, equity acquisition and asset acquisition and merger. The acquisition of equityThe overall equity acquisition, acquisition and holding of equity debt fo

10、r equity acquisition. The acquisition of assets and the size expansionA type, type, type and reorganization of the backdoor listing of replacement assets acquired four. The number of capital requirements in every wayDifferent, different merging methods have their own advantages and disadvantages. Th

11、erefore, enterprises should according to their own capitalThe advantages and disadvantages of each scale and the appropriate choice of mergers and acquisitions, to reduce the risk caused by the choice of.1. financing risk.Financing risk refers to whether the enterprise is able to raise sufficient fu

12、nds in the acquisition process, at the same time if you canEnough to ensure the smooth progress of mergers and acquisitions is a risk. If the financing arrangement is inappropriate or not connected with the operation of enterprisesIt will form a perfect financing risk, if there will be many financin

13、g early bear interest can be avoided;If financing is too late or too slow there will be insufficient funds or money supply is not normal, leading to mergers and acquisitions to shunThen. So for the financing arrangement is the key process of mergers and acquisitions. The financing way mainly has the

14、 followingTwo: the internal financing and external financing.Internal financing refers to enterprises required funds are derived from internal retention funds, internal financing benefitsIs not required to pay interest, and no repayment pressure, can reduce the cost of corporate mergers and acquisit

15、ions and unable toThe image of the bankruptcy owing on the loan may cause, but can not ignore the disadvantages of full use of its own funds,One of the enterprises in our country generally smaller scale, can not alone bear the huge amount of money needed to complete the use of mergers and acquisitio

16、ns.Mergers and acquisitions will affect the ability of response to the external market and the ability of anti risk funds valuable,If further financing can not be carried out smoothly, is very likely to lead to the normal operation of the enterprise, no moreWith the said enterprise merger plan.Exter

17、nal financing refers to enterprises with external instruments to raise funds by way of mergers and acquisitions, including equity financing,Debt financing and hybrid securities financing three.Equity financing is refers to the enterprise financing by way of capital increase. Through a large number o

18、f outstanding sharesFinancing, to raise a large number of long-term use of funds, and because the stock itself does not determine the payment dateAnd the return period, so the capital risk is small, but because the stock issue need long timeBetween, and the need to pay higher distribution costs, is

19、not conducive to the convergence of funds in the process of mergers and acquisitions, more likelyDue to the emergence of a large number of shares that diluted shareholders for the control of enterprises, and even the major shareholders of the whole enterprise controlThe loss of the right system, is

20、not conducive to the long-term development of enterprises.Debt financing is a means for enterprises to obtain funds through borrowing method. To melt through debtThe lower cost of funds, and interest payments can be deducted before tax, achieve the effect of tax avoidance,The method and the use of d

21、ebt to raise funds for a relatively short time, not for diluting shareholders control of enterprisesAnd the procedure is simple, can use. But the debt financing has great limitations, the high debt ratio of enterprisesThis method is difficult to obtain funds industry, and the bank or creditors have

22、a harsh conditions for funding.Once the enterprise cannot master appropriate debt scale, high debt rate or cause the management risk of the enterprise, such asCan not be due for repayment of loans and interest, will make the enterprises face great risk of bankruptcy.Financing to solve the financing

23、risk first should be a reasonable choice of mergers and acquisitions and capital structure, to follow the costSmall principle; financing and equity financing debt to maintain appropriate proportion; in addition, the long and short term debtDuring the period of the debt to be reasonable collocation,

24、as far as possible to minimize the risk of financing. Finally, in the enterprise merger and acquisitionChoose the financing plan, must be combined with the merger motivation, the capital structure of the enterprise, merger and acquisition of enterprise financingThe attitude of risk, capital market c

25、onditions and other factors, choose the best combination of financing, financing planning.The comprehensive evaluation of various options may produce financial risk, guarantee the realization of target, selectionChoose less risky options. 2. of enterprise merger risk information.Because of asymmetri

26、c information, moral hazard covert project and legal policy, mergers and acquisitionsAlways involves a large amount of information risk. The parties due to the acquisition of information asymmetry, the transferor tend to target publicOur commercial packaging, conceal negative information, exaggerate

27、d favorable information, and mergers and acquisitions often exaggerate theirStrength, create the desired space, both information disclosure are not sufficient or distortion of the situation. Therefore, andThe purchase act protects the failure or the transaction after the discovery deceived case meet

28、 the eye everywhere.Information risk prevention measures on the one hand should ask true and complete, not misleading to self disclosureAll have and make assurance; on the other hand, for the other side of the external environment and internal situation of trialThe investigation and evaluation of Sh

29、en, fully understand the current situation and potential risks. Do the information disclosure and ensure the acquisition of the partiesThe most direct, reasonable and scientific, professional and unambiguous language all the information should be disclosed, andA statement and promise. Including: whi

30、chlicensor mergers and acquisitions to ensure that no significant information hiding, mergers and acquisitionsTransferring to ensure legal capacity and financial capacity of the merger of the Target Corp and so on, in order to protect its own interests.Yi, eliminate the possible risks in mergers and

31、 acquisitions. The possible risks shall require the other party to provide writtenPromise, as risk guarantee and compensation, and liability for breach of contract in mergers and acquisitionsThe relief measures, to nip in the bud.3. payment risk.Cash refers to cash for the acquisition of the company

32、s tools, with the largest financial risk. A,There are very strict requirements for cash flow and the number of enterprises has, is crucial to the implementation of enterprise merger and acquisition;Two, because of the direct use of cash payment, probably because the exchange rate difference caused b

33、y excess foreign exchangeLoss; three, solely in cash payment will lead to a decrease in the interests of the shareholders, and therefore may be caused by stockEast resentment for the mergers and acquisitions, mergers and acquisitions to increase the financial risk.The stock exchange is to replace th

34、e stock acquisition target enterprise stock is convertible to shares. For the use of stockThe same ticket exchange and use of equity financing will dilute shareholders for the control of enterprises, and dilutionThe risk level is determined by the dilution rate. When the dilution rate before and aft

35、er the acquisition of intense changes,That mergers and acquisitions will give enterprises the original shareholders huge dilution risk. If the issue of new shares after theThe dilution rate is less than 50%, the risk of dilution of the smell is not table; on the other hand, the risk of dilution of t

36、he tableLow. When the main shareholder is diluted to effectively control after the merger of enterprises and major shareholders are notWilling to give up the control power, the main opposition shareholders may make mergers and acquisitions, mergers and acquisitions can not be carried out.In addition

37、 to the issuance of new shares issued mergers and acquisitions not only high cost but also has complex time-consuming proceduresThe disadvantages of complex.The I cash acquisitions, the first thing to consider is that the liquidity of assets, liquidity and quick assetsThe higher the production quali

38、ty, leading to the realization ability is higher, also shows that more enterprises can quickly and successfully obtain information acquisitionKim.Because the liquidity risk is a balance of structural risk, it is difficult to solve in the market, mustHere, through the adjustment of assets and liabili

39、ties. At the same time to strengthen the management of working capital to reduce liquidity, through the establishment ofCombination of production, part of the funds will be applied to the high degree of credit, liquidity of the securities portfolio, so thatThe liquidity and profitability at the same

40、 time, to meet the liquidity needs of corporate mergers and acquisitions funds also reduce liquidityRisk.The equity payment of mergers and acquisitions, should consider the growth and development opportunities, mergers and acquisitions double targetComplementary, synergistic factors such as the comp

41、rehensive assessment of both assets, the right to determine the exchange ratio. At present,The acquisition of both the exchange ratio the conversion standard or basis are both M & a market price per share per shareEarnings per share of net assets, etc.Three, after the completion of the acquisition o

42、f the financial risk and its preventionPost merger integration risk mainly. The enterprises after the merger if not take positive action will beThe rapid integration of enterprise organizational structure to purchase takeovers, acquisitions are likely to fail.The financial review carefully before in

43、tegration, the financial review before the integration of mergers and acquisitions including the enterprise resourcesAnd ability of management review and examination of the target enterprise. The integration of the former financial audits for enterprisesOperation feasibility analysis; also can be fo

44、und through the review of corporate financial problems by mergers and acquisitions, in order toIn view in the integration process, improve the efficiency of integration. The main purpose is to make the M & A Financial ReviewDetermine the enterprise provides financial status of mergers and acquisitio

45、ns, the review includes tangible acquisitions after the need to integrateProperty and intangible assets, capital investment, enterprises need the negative reservoir structure, existing financing ability. StrengtheningAfter the integration of enterprise organizational structure. The integration of or

46、ganizational structure is mainly the merger and reorganization of enterprise mechanism is set to askThe key problem is the merger of both personnel arrangements. The acquiring companies should be based on the goal of enterprise development as soon as possible.The development of management system of

47、the enterprise after the merger and with standard, make the best. To try to retain talent, preventionCheck the running process of the team behavior appears weakening, irresponsible, negative pressure, disrupt the working order right phenomenon.After mergers and acquisitions, to play the human capita

48、l advantage and further tap the potential of human capital, it must be based onThe characteristics of human capital the correct assessment of the value of human capital.After the merger the vast majority of business performance is notTo improve, the result is the continuous expansion of the scale of

49、 assets, profitability is declining, different businessThe lack of internal relations and mutual support between the necessary unit, the industry and the sideline competing for limited enterprise resourcesThe main source, causes the enterprise to be dragged down the sideline and difficult to continu

50、e. This phenomenon is largely made up of enterprisesAfter the financial industry mergers and acquisitions do not pay attention to the strategic integration.In a word, how to avoid the risk of acquisition is the core issue of enterprise merger, merger risk is very likely to sendThe risk, risk is not inevitable. Therefore, as long as do preventive measures, canTo achieve the goal of enterprise merger and acquisition.