Core Viewpoint - The number of IPOs in A-shares in 2024 reached only 100, the lowest in a decade, leading many companies to shift towards mergers and acquisitions (M&A) as a means to enter the capital market [1]. Summary by Sections M&A Practical Manual Overview - The "M&A Practical Manual" consists of 342 pages and 173,000 words, covering 11 chapters that outline the operational key points and common issues from the perspectives of buyers, sellers, and intermediaries in M&A [4]. Chapter Highlights - Chapter 1: Discusses the importance of communication and understanding between buyers and sellers to avoid failures in M&A due to information asymmetry [11]. - Chapter 3: Focuses on the design of M&A plans, including considerations for acquisition ratios, methods, operational cycles, performance guarantees, and termination conditions [18]. - Chapter 4: Introduces four common pricing methods and three evaluation methods, detailing six aspects to consider when setting performance guarantees [19]. - Chapter 5: Explores payment methods in M&A, discussing cash payments, stock payments, and zero acquisitions, along with their advantages and disadvantages [23]. - Chapter 6: Emphasizes negotiation strategies in M&A, outlining necessary preparations and tactics for effective negotiation [25]. - Chapter 9: Provides insights into the operational logic of acquisitions and major asset restructurings, detailing various acquisition methods such as tender offers and management buyouts, supported by case studies [27][29]. - Chapter 10: Focuses on case studies to highlight key points in major asset restructuring, including share lock-up arrangements [10][31]. Additional Considerations - The manual also addresses the role of government subsidies in M&A, emphasizing the need for buyers to consider local government support policies and potential disputes regarding resource allocation post-acquisition [14].
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·2025-08-20 14:37