M & A process
usinfo | 2014-06-06 15:45

1.Self-Assessment

Their ability to assess mergers and acquisitions business is the most important issue enterprises merger decisions, if not when evaluating enterprise development will have a negative impact immeasurable. Failure of mergers and acquisitions tend to produce only low-cost acquisition of substantial assets impulse, but not fully estimate their ability to transform this disadvantage to companies is not enough, such as capital, technology, management skills, so as to make the wrong choice acquisitions, into a low-cost expansion of the trap. Then, re-entered into the merger in accordance with the results of self-assessment purposes.

2.Acquisition strategy set

Corporate mergers and acquisitions should be set up ad hoc group, or hire a consultant familiar dynamic external strategies to assist the industry in accordance with the stipulated purpose of corporate mergers and acquisitions M & A feasibility analysis and proposed mergers and acquisitions for strategic planning, mergers and acquisitions in order to facilitate the smooth implementation of the follow-up.

3.Early substantive review and screening M & A targets

Conduct a preliminary audit to assess the substance of the feasibility of the acquisition strategy, and screening acquisition targets, whether itself has the same culture, marketing, customer base, or are complementary; and consider other asset size, quality and profitability conditions, select the organization Management is similar to the high potential operating synergies enterprises.

Initial contact the subject company

Screening of potential acquisition targets to conduct negotiations after asking willingness of other mergers and acquisitions, and to discuss practical details for the merger.

Signed a merger agreement

Mergers and acquisitions, including the parties, banks, investment banks, lawyers and accountants, merger and acquisition strategy in the beginning of planning, any information deemed significant investment interests, who must avoid any improper disclosure of information, and therefore must be established to improve the degree of security mechanisms to protect the mergers and acquisitions execution. Willingness on both sides to understand each other, the potential acquisition targets should sign a confidentiality agreement and provide a letter of intent with acquisitions, mergers and acquisitions executed before establishing the legal basis for the subsequent flow smoothly.

Substantive audit (Due Diligence) and execution plan

The audit includes an assessment of the substance of technology, production, business, financial and legal multi-oriented. Ignoring the importance of substantive audit in mergers and acquisitions often lead to cognitive differences found after the completion of the transaction with the original results of the evaluation process and the poor, the actual problems faced by the merger of previously perceived bigger than many. The essence of an effective audit process requires a professional investment team to conduct proper planning, which should include: project work items to be performed, arrange, schedule planning, etc., be sure the most efficient allocation of resources. If the substance of the audit plan shall not be treated, ranging from causing a waste of resources; serious, substantive review time when improper control, dragging long period so that waste of human resources, and even lead to breaking news leaked.

Consider the substance of the audit discussed the merger assumptions, risks and obstacles in order to strengthen the integrity of the execution plan to improve the success rate of merger integration. Besides substantive audit must be carried out to integrate the assessment of mergers and acquisitions, business operations and the understanding of cultural similarities and differences, in order to improve the integration of time and efficiency.

1.Evaluation and accounting treatment

Acquisition price setting, mergers and acquisitions are the most important part of the decision-making, through careful and comprehensive assessment of enterprise value, in order to maximize the effectiveness of merger synergies. The wide range of mergers and acquisitions involved, in addition to the legal issues related to labor contracts, accounting and tax regulations, are an important issue.Especially accounting and taxation norms are often the most difficult and most of the problems facing the need to consider the practice, how to comply with current regulations under that financial statements for the most adequacy of expression, and to maximize the tax benefits of saving, real M & A process and had been thought.

2.Bargaining negotiations

Based on the structure and substance of the acquisition audit, evaluation or adjustment of the value of Ratio calculation results. Framework for the merger and consolidation of buyers and sellers price range there is a consensus, it will be settled by negotiation and trading contracts. The buyer is the subject of mergers and acquisitions business and understand the current situation better, the higher the success rate of mergers and acquisitions in the future, the realization of synergy higher.

3.Contract settlement and legal registration

Based on mutual consent of the merger structure, merger or conversion ratios and trading price of the contract, the parties will be required to obtain the consent of the Board of Directors of the merger, the merger agreement signed, shareholders will be held through mergers and acquisitions, mergers and acquisitions settlement, for the acquisition of legal registration, licensing industry yet to obtain the consent of the other competent institutions.

1.Development Strategy
 
After the merger, the company to develop long-term business development strategy and business policy.

2.Reorganization and integration

Started post-merger integration of mergers and acquisitions is to create value, the main work includes the integration of acquisitions enterprise resources, appropriate adjustments to organizational operations, organizational cultural differences of the coordination, integration of human resources, with corporate organization, management and operation of the operating system, such as the integration of , to provide improved operating efficiency and create new business to achieve synergies of real implementation.

3.Evaluate the effectiveness of merger

Regularly evaluate the effectiveness of the merger after merger, compared to each other and operating plan or expected results, adjust development strategies, while strengthening the integration of enterprise-oriented, but with a certain degree of difficulty to assess mergers and acquisitions, and therefore must always run the view, in order to play the largest merger synergies .

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