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Mergers/Acquisitions
Editor:admin  Date:2014-08-18  Browse:10484 Text Size Print

1. Mergers 
According to the authoritative "Encyclopedia Britannica", mergers (merger) interpretation of the term is: "refers to two or more independent business, the company merged to form a business, usually by a dominant company to absorb one or more . the company merger approach: (1) Securities purchased with cash or other assets of the company; (2) the purchase of other shares in the company or stock; (3) to other shareholders of the company issue new shares in exchange for their equity holdings, to obtain other company's assets and liabilities. "
February 19, 1989 Joint State Commission for Restructuring the State Planning Commission, Ministry of Finance, the State-owned Assets Supervision and Administration promulgated the "Provisional Measures on corporate mergers," states: "The term of corporate mergers, is an enterprise purchase property rights of other companies, so that other companies have lost a legal personality or behavioral changes in the legal entity, is not practiced by combining purchasing approach between enterprises, does not belong to this approach norms "" corporate mergers are the following forms: bear debt type, that is, in the case of assets and liabilities equivalent, merging party to assume the debt of the merged party to accept the conditions of its assets; purchase type, that financed the purchase of the merger parties merged party enterprise assets; absorption shares style, he incurs merger business owners will be merged net assets invested enterprises as capital stock merger parties to become a shareholder merging party companies; holding that a business enterprise through the purchase of shares, to holding, achieve merger, "July 18, 1992. State-owned assets Administration Bureau issued a "state-owned assets management approach to assess the Enforcement Rules" Article 6: "merger is an enterprise with the assumption of debt, such as the purchase of shares and holding companies receive other forms of compensation for property that was annexed loss of legal personality or change party legal entity "August 20, 1996 the Ministry of Finance promulgated the" provisional Regulations relating to mergers of financial issues, "once again to explain the meaning of the merger:." merger refers to a business acquired by purchase and other paid corporate ownership, although it lost a legal personality or retain legal personality, but an investment subject to change behavior. "
Mergers broad and narrow sense. Narrowly merger is an enterprise access to other companies through equity ownership transaction, so that the loss of legal personality of these companies, and access to economic behavior of enterprise management control. This is equivalent to the merger, "Encyclopedia Britannica" definition of mergers similar to this. Generalized merger is an enterprise access to other enterprise property by property transactions, and attempt to gain control over it, but the legal status of these companies are not necessarily lost. Generalized mergers include narrow mergers, acquisitions. "Interim Measures on corporate mergers", "state-owned assets management approach to assess the Enforcement Rules" and "financial issues related to corporate mergers Interim Provisions" have adopted the concept of generalized on mergers. 
2. Acquisition 
Acquisition (Acquisition) refers to a company buying another enterprise with assets such as stocks or cash, stock or bond payment in order to obtain control of the company's behavior. 
Acquisition of two forms: asset acquisitions and equity acquisitions. Asset acquisition refers to an enterprise through the acquisition of another company's assets in order to control the behavior of enterprises. Equity acquisition refers to the acquisition of an enterprise through ownership of another enterprise in order to control the behavior of enterprises. 
By the acquirer in the equity share of the acquiree the proportion of equity to acquire controlling the acquisition and can be divided into full acquisition. Holding acquired the acquirer does not mean though that all of the shares acquired by the acquirer, but its shares acquired sufficient control of the acquiree's management. Holdings Acquisition Holdings acquisition can be divided into absolute and relative holding acquisitions. Acquirer holds a 51% stake in the merged party or for absolute control over the acquisition. Acquirer holds a 50% stake in the merged party or less, but can be relatively Holdings Holdings acquisition. Full acquisition refers to the acquisition by the Offeror 
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Entire equity interest in the acquirer, the acquiree become a wholly owned subsidiary of the acquirer. 
The main difference is that mergers and acquisitions, mergers and acquisitions of the target enterprise business integration, corporate business objectives to destroy the main qualifications, and often retain legal status acquisition target enterprise. 
3. Merge 
Merge (Consolidation) refers to two or more companies merge with each other to become a new business. The combined includes two legal forms: merger and consolidation. After the merger means that two or more companies merge, which continues to exist a business, the rest of the business wither, using the formula can be expressed as: A + B + C + "" = A (or B or C ""). New post-merger refers to two or more of the business combination, all companies involved in the merger of total annihilation, and the establishment of a new enterprise, expressed by the formula: A + B + C "" = new enterprise. 
Merger have the following main characteristics: First, the property owner or shareholder of the combined companies eliminated naturally become the surviving or newly established companies or shareholder rights; Second, assets and debts because of the elimination of the corporate merger and survives the merger by or newly established enterprises inheritance; Third, the merger does not require the liquidation process. 
4. M 
Mergers, acquisitions and mergers three words have established contact, there are differences. For ease of use, people are generally accustomed to them collectively as mergers and acquisitions (merger and acquisition, M & A). M is an enterprise to purchase all or part of the assets or equity of other companies, thus affecting the control of other enterprise management, other companies retain or eliminate legal personality.

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