|
Ⅰ.Transfer of equity mergers and acquisitions. Ⅱ.Capital increase mergers and acquisitions. Ⅲ.Mergers with merger and acquisition . From the operational practice of equity mergers and acquisitions, equity mergers and acquisitions generally need to be achieved through one of the three specific operating modes, the three operating modes are:Transfer of equity mergers and acquisitions、Increase capital and enlarge shares mergers and acquisitions、mergers with merger and acquisition.The object and connotation of these three operation modes are the same, all of which are the shareholders'rights and interests of the target company, but the specific conditions and operation procedures are different.Discussing the specific operation mode of equity mergers and acquisitions will help improve our practical work ability. Ⅰ.Transfer of equity mergers and acquisitions Transfer of equity mergers and acquisitions refers to the way in which an investment company purchases equity from the shareholders of the target company, thereby making itself a new shareholder of the target company, This is an operation mode of equity merger and acquisition. Transfer of equity is the simplest, most basic, and most used of the three operating modes of equity mergers and acquisitions.Transfer of equity investment is applicable to the situation in which the target company has shareholders who want to transfer their equity, and it needs to fulfill the relevant legal procedures of equity transfer. Transfer of equity, as an operation mode of equity merger and acquisition, can be used with other operation modes, such as increasing capital to the target company while the transfer of the equity of the target company.At the same time of the merger of the company , accepts the share transfer of some shareholders of the target company, thereby expanding the shareholding ratio of the company after the merger. The trading entity of the transferred equity is the investment company and the target company shareholder who transfers the equity. Generally, It is generally necessary to transfer shares and amend articles of association and change company registration in accordance with legal procedures.. It is also necessary for the surviving shareholders of the target company to intervene from the perspective of giving up the preemptive right to purchase the trading shares and participating in the amendment of the articles of association. The transfer of equity may be to purchase the entire equity of the target company, or to purchase part of the equity of the target company to achieve the goal of controlling or jointly controlling the target company. Ⅱ.Capital increase mergers and acquisitions(capital increase and share expansion) Capital increase mergers and acquisitions refers to the investment company's investment in the target company to increase the target registered capital, so that the investment company becomes the new shareholder of the target company a mode of equity merger and acquisition operation.From the point of view of Capital increase mergers and acquisitions ,the investment company does not have an equity transaction relationship with the original shareholder of the target company.However, in fact, there is an equity consideration relationship between the investment company and all shareholders of the target company, and the essence of the transaction is still shareholders' rights and interests in the target company. Capital increase mergers and acquisitions (capital increase and share expansion) apply to the target company needs to expand investment, and the target company's shareholders agree to absorb the investment company as the new shareholder of the target company.Capital increase mergers and acquisitions are more complicated than theTransfer of equity mergers and acquisitions, and the operation is difficult. It is necessary to carry out the procedure of comparing the equity of the original shareholders of the target company with the amount of capital increase of the investment company and the legal procedure of increasing the capital of the target company. This kind of price comparison is a question of the value ratio between the equal amount of money ( held by the investment company ) and the equal amount of capital ( held by the original shareholders of the target company ), which needs to be determined by both parties on the basis of negotiation. Capital increase mergers and acquisitions will help expand the scale of the target company and inject new vitality into the target company.For example, while increasing the capital of the target company, accepting the equity of some shareholders of the target company, increasing the capital of the merged company at the same time as the merger of the company.The goal of capital increase mergers and acquisitions is to achieve control or joint control of the target company by increasing the capital of the target company. Ⅲ.Mergers with merger and acquisition Mergers with merger and acquisition is an operation mode of equity merger and acquisition in which an investment company or a subsidiary of an investment company merges with a target company to realize decision-making or control over the target company. In Mergers with merger and acquisition , the investment company can adopt a simple merger form without investing in the target company, but it will also bring additional benefits to the investment company because it will expand the control scale of the shareholders of the investment company, so it is also an operation mode of company merger and acquisition. The merger of a company is ostensibly the relationship between the company and the company, but in essence it is still the merger of the shareholders'rights and interests of the companies participating in the merger.According to their own rights and interests, determine the proportion of shares they hold in the merged company.So mergers with merger and acquisition is an operation mode of equity merger and acquisition. Each company that merges with mergers and acquisitions to participate in the merger must have the possibility and need for merger, and each company’s shareholders agree to the merger of the company . Mergers with merger and acquisition needs to fulfill the legal procedure of company merger. The key and difficult point is the compare prices of the rights and interests among the shareholders of each company participating in the merger, Because this determines the number of shares held by shareholders in the combined company, thus related to the vital interests of shareholders. Merger with merger and acquisition is more complicated than Capital increase mergers and acquisitions. But it is can to expand the control scale of investment companies without increasing investment.Similarly,Merger with merger and acquisition can also be used simultaneously with other merger and acquisition modes. |