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交易双方、中介机构视角下的并购环节要点梳理
梧桐树下V·2025-07-13 08:30

Core Viewpoint - The article highlights the significant decline in IPOs in the A-share market, with only 100 IPOs completed in 2024, the lowest in a decade. This has led many companies to pivot towards mergers and acquisitions (M&A) as a means to enter the capital market [1]. Summary by Sections Overview of M&A Trends - The tightening of IPO regulations and the increase in M&A policies have prompted many companies to withdraw IPO applications and seek M&A opportunities instead [1]. M&A Practical Handbook - The newly launched "M&A Practical Handbook" consists of 342 pages and 173,000 words, covering 11 chapters that outline key operational points and common issues from the perspectives of buyers, sellers, and intermediaries [2]. Implementation Procedures - The handbook details various stages of M&A, including due diligence, transaction pricing, and negotiation strategies, emphasizing the importance of thorough preparation and communication between parties to avoid failures [4][9]. Due Diligence - Key areas of focus during due diligence include financial and accounting assessments, organizational structure, risk factors, and operational performance [4]. Transaction Pricing - The handbook discusses four common pricing methods and three evaluation methods, highlighting the importance of performance guarantees and considerations for setting these terms [16]. Payment Methods - Various payment methods are explored, including cash payments, stock payments, and debt financing, along with their respective advantages and disadvantages [21]. Negotiation Techniques - Effective negotiation strategies are crucial in M&A, with the handbook providing insights on preparation, tactics, and common pitfalls to avoid during negotiations [24]. Case Studies - Chapters 9 and 10 focus on case studies related to public company acquisitions, detailing various acquisition methods and their operational logic, supported by real-world examples [26][27]. Integration Strategies - The final chapter emphasizes the execution of integration strategies post-acquisition, discussing how to effectively merge teams, operations, and cultures to achieve synergy [28].