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Value evaluation of enterprise merger and acquisition
2019-08-28 来源: 51Due教员组 类别: Paper范文
下面为大家整理一篇优秀的paper阿根廷国家队官方赞助商范文- Value evaluation of enterprise merger and acquisition，供大家参考学习，这篇论文讨论了企业并购价值评估。企业并购，就是企业之间的兼并与收购行为，是企业法人在平等自愿、等价有偿基础上，以一定的经济方式取得其他法人产权的行为，是企业进行资本运作和经营的一种主要形式。目前，国内外企业并购价值评估采用的方法是收益法、市场法和资产基础法。其中收益法常用的具体方法包括股利折现法和现金流量折现法两种；市场法也可分为两种，上市公司实物期权法未来将越来越多的被用于企业价值评估，但目前运用尚不成熟。
Enterprise merger and acquisition is the behavior of merger and acquisition between enterprises. It is the behavior that enterprise legal person obtains the property rights of other legal persons in a certain economic way on the basis of equality, voluntariness and equal value. It is a main form of capital operation and operation of enterprises. Enterprise merger and acquisition mainly includes three forms: company merger, asset acquisition and equity acquisition.
The capabilities of the acquired enterprise will directly affect the value of m&a, such as profitability, risk resistance, market share and operation capacity.
From the perspective of finance, the benign reaction after the merger and acquisition of enterprises is to generate synergies due to the integration of resources, so that enterprises have more future benefits than two. If the acquirer can make good use of the technology, human resources and market effect of the acquired party, the excess returns will be large.
Whether there is an association between the acquirer and the acquired party has a great impact on the value of the acquisition. If the m & a company holds the m & a company, the m & a value may be unfair. If the acquired enterprise is unique to the acquired enterprise, the value of the acquisition may be higher. The relationship between enterprises will cause deviation of m&a value.
At present, there are three kinds of value evaluation methods adopted by domestic and foreign enterprises, which are income method, market method and asset-based method. The specific methods commonly used in income method include dividend discount method and cash flow discount method. Market method can also be divided into two kinds, namely, real option method of listed companies will be more and more used in enterprise value assessment in the future, but its application is not mature at present.
From 2015 to 2018, the number of m&a projects in China was 344, 278, 176 and 144 respectively. Among them, 141, 105, 74 and 68 participated in the merger and reorganization review of the main board respectively. 100, 83, 53 and 37 participated in the merger and reorganization review of small and medium-sized boards respectively. Those who participate in gem are 103, 90, 49 and 39 respectively.
In 2015-2018, the passing rate of main board merger and reorganization projects was 90.07%, 91.43%, 85.14% and 85.29%, respectively. The passing rate of m&a and reorganization projects of small and medium-sized board was 92. O%, 92.77%, 94.34% and 83.79%; The passing rate of m&a and restructuring projects in gem is 94.17%, 86.67%, 97.96% and 87.18% respectively. In terms of the total amount, the number of m&a and restructuring projects in 2018 decreased significantly compared with the previous three years, reaching a new low, mainly due to the decline of all sectors. The passing rate of 91.43% in 2017 and 85.42% in 2018 also showed a slight decline.
In the m&a and reorganization cases of listed companies in 2018, the combination of income method, asset-based method, income method and market method is mainly used.
It can be seen from the above that income method is most used in the evaluation of m&a. According to statistics, the m&a and restructuring committee of China securities regulatory commission has held 72 meetings up to 2018. Among the audit opinions of listed companies that are "qualified to pass", the most frequent problems are "the rationality of the predicted revenue and profit of the underlying asset and the realization of performance commitment".
The three evaluation methods have different ideas and applicable conditions. In the specific evaluation process, if the specific situation of the enterprise is not considered, the evaluation results of the three methods will be very different. The selection of assessment methods does not meet the requirements of the assessment criteria or is not reasonable enough, for example: the market method is adopted in the absence of appropriate comparable references. In order to meet some specific goals and choose the evaluation method, for example: in the merger and reorganization to prevent performance compensation agreement and do not use the income method. There is not in accordance with the relevant provisions of the use of two assessment methods.
Income method is the most widely used method in mergers and acquisitions, which may have the following problems: inadequate analysis of historical financial data and operational data, resulting in the income forecast is obviously inconsistent with the historical and actual situation; Earnings forecast data are not matched with enterprise operation, industry size, market demand and market competition, and lack of relevant evidence to support; Inadequate understanding of the assets of the assessed units, and the accurate identification of non-operating assets, liabilities and surplus assets.
There are many factors that affect the value of the company, and the market method is seldom used in mergers and acquisitions. The calculation and adjustment process of value ratio is not clear, the selection and correction process of indicators is not fully explained, and the differences of value drivers are not fully considered. The data caliber and calculation method of the value ratio are not uniform, and the basis of parameter selection is unclear.
The asset-based method is a method to determine the enterprise value on the basis of reasonably evaluating the value of assets and liabilities of an enterprise. In the evaluation of m&a, the asset-based method may have the following problems: the intangible assets of enterprises are not fully identified and reasonably estimated, especially the intangible assets not recorded in the book; The parameters used in the calculation of intangible assets evaluation are unreasonable or inconsistent with the overall evaluation.
China's evaluation industry started late. With the rapid development of market economy, the types and quantities of trading activities between enterprises are increasing rapidly. After the above analysis, I put forward the following Suggestions for the evaluation of m&a value in China:
In the evaluation practice, we should first strengthen the research on the evaluation theory, so that the theoretical research can keep up with the speed of market development and lead the practical operation.
The evaluators should strengthen their understanding of the evaluation method and choose the evaluation method reasonably in combination with the trading background and market conditions.
In evaluation practice, evaluators should carefully choose evaluation parameters and pay attention to enterprise ownership and history. Timely filing of evaluation files.