The main means of anti acquisition

  • Time: 2013-08-01 10:34:18
  • Source: SLEEING
  • Hit: 2514

According to the target enterprise and cooperative attitude of different M & A, M & A can be divided into two major categories of kindness and enmity. Bona fide acquisition is the merging party sign target enterprise controller's consent, the acquirer and target of our close cooperation, actively cooperate with the target enterprise, to persuade shareholders to sell shares to the M & M & A. The main way for the acquisition of equity enterprises; hostile takeover is to circumvent the objectives of enterprises management layer to resist, the merger and acquisitions over the management of enterprise, to master the control rights of enterprise merger and acquisition. This method is mainly used in the acquisition of listing Corporation. In general, bona fide acquisition than hostile acquisition cost is low, but the management can not be the acquirer and Target Corp reached a consensus, often by hostile acquisition to achieve strategic objectives.
Because of the interest difference between shareholders and managers, hostile takeover may be Target Corp controller and senior management personnel to resist. Such as, the controlling shareholders do not want to lose the holding position; the buyer purchase conditions do not meet the "exchange of equal value" rules of acquisition; t contribute to the enterprise long-term development; through the reverse acquisition so as to improve the acquisition price; the anti takeover protection management or employee benefits. When the hostile takeover of the sustainable development of enterprises, enterprise management should be implemented beforehand and two kinds of anti takeover measures according to the fiduciary duty and business judgment standard. Prior to the anti takeover strategies including establishing reasonable equity structure, setting of antitakeover provisions, poison pill; anti merger strategy of including looking for a white knight or shareholder support, the implementation of scorched earth tactics, the implementation of Pac Man defense, MBO, using legal means. In addition to the anti merger strategy, enterprise merger application in many other means can also process, such as asset revaluation, issued a profit forecast, the parachute tactics, Chinese enterprises can be selected according to specific circumstances.

 

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