Financing Mode of Private Enterprises in China —— How to Write the M&A Outline of Listed Companies

There are at least four possible schemes for listed companies to choose M&A theme: (1) direct investment in M&A with listed companies as investors; (2) Major shareholders set up subsidiaries as investors to initiate investment mergers and acquisitions and inject supporting assets; (3) The industrial M&A fund is set up with the contribution of the major shareholder to invest in M&A as an investor; (4) The listed company will set up an industrial M&A fund as an investor to invest in M&A and inject future supporting assets.

These four M&A subjects have their own advantages and disadvantages, which are summarized as follows:

First, direct investment mergers and acquisitions with listed companies as the main investors.

Advantages: listed companies can directly carry out equity mergers and acquisitions without using cash as payment consideration; Profits can be directly reflected in the statements of listed companies.

Disadvantages: when the market value of the enterprise is low, the dilution rate of equity is high; The direct merger and acquisition of listed companies as the main body involves the decision-making process, corporate governance, confidentiality, risk tolerance, financial gains and losses and other factors of listed companies, which is more troublesome; After the merger, the business profits were not released as expected, which affected the profits of listed companies.

Case: The Road of M&A Integration and Growth with Blue Cursor

Direct investment M&A with listed companies as the main investors is the most traditional M&A model and the most direct and effective way to boost performance growth. For example, 20 12-20 13 has an eye-catching performance in the capital market, and its net profit in 20 13 has increased from 62 million yuan to 483 million yuan, making a profit in four years.

The blue cursor can be extended for a long time through M&A mode, forming a virtuous circle of profit growth and market value growth. The main reasons are as follows:

(1) The industry attribute of the marketing communication industry is suitable for growth through mergers and acquisitions, and it is easy to generate synergy and realize profit growth after mergers and acquisitions.

Different from the technology industry, the marketing communication industry is a light asset industry, and its core resource is customers. M&A has two main purposes: one is to expand companies and customers in different industries, and the other is to integrate different marketing communication products. Through mergers and acquisitions, the customer base is continuously expanded, and then the customer needs are deeply tapped, and different businesses and products of different companies are grafted to the same customer, thus effectively expanding the company's revenue scale and improving profitability. Therefore, this industry attribute makes it less likely that after the merger of Blue Cursor, the merger will fail due to insufficient post-investment management or post-merger integration ability, and the performance of the merged company will not be released.

(2) Because the valuation of China M&A market is quite different from that of the secondary market, the rapid M&A expansion of Blue Cursor brings high expectations for its future performance growth in the capital market, thus promoting the stock price to rise and the market value to jump. The growth of market value makes Blue Cursor more active in M&A, because in a sense, high market value means that listed companies have the right to issue money in the capital market.

(3) Take advantage of the listed over-raised funds to conduct industry mergers and acquisitions quickly and intensively, and "convert" the raised funds into high market value, and then continue the follow-up mergers and acquisitions and supporting financing by issuing shares.

From the payment method of M&A after the listing of Blue Cursor, it can be seen that at the time of listing, Blue Cursor * * * raised 620 million yuan, and the company's book cash was abundant. Therefore, almost all mergers and acquisitions after the company goes public are paid directly by the raised funds. From the end of 20 12 to the beginning of 20 13, the over-raised funds were basically used up, and the market value of the company was nearly 10 billion. The market value of1000 billion gives Blue Cursor more initiative in subsequent mergers and acquisitions. Since 20 13, the scale of Blue Cursor M&A has been further expanded. With its high valuation premium, the company has adopted a fixed increase method for acquisition.