【作者】 李庆华；

【导师】 刘金全；

【作者基本信息】 吉林大学 ， 工商管理， 2005， 硕士

【摘要】 企业并购不仅是进行资源重新配置的重要方式,也是市场经济高效运转的必要手段之一。公司股权并购模式在西方的历史较为久远,起始于19 世纪下半叶,主要有“横向并购”、“纵向并购”和“混合并购”等三种基本模式。上市公司并购与企业、产业的发展紧密相连。西方国家经历的几次公司并购浪潮,极大地促进了企业与产业的发展。我国上市公司并购始于1993 年的“宝延事件”,由此拉开了我国上市公司并购的序幕。其后,随着公司上市热和资产重组热的兴起,上市公司股权并购也在我国尚未成熟和规范的证券市场展开了,上市公司资产重组已成为我国经济资源再配置的重要手段之一。企业并购是一种非常复杂的经济行为,其中的一个重要环节是如何正确地估计目标企业的价值并据以确定交易价格。企业价值评估就是要对目标企业的资产状况和经营成果进行详细地审查鉴定,并在一定的条件下模拟市场态势并进行科学的测算,企业价值评估具有较强的科学性和艺术性。我们将根据并购者的动因与目的以及目标企业的具体情况,分析和讨论可以采取不同的评估方法,并在具体案例中进行实践和检验。更多还原

【Abstract】 The theory of Merger and Acquisition is one of the most important lessons ofenterprise theory, economics and corporate finance theory. With the development oforganizing economic theories, welfare economic, enterprise behavior theories,information economics, game theory, the M&A get the very big progress. Since70-80’s last century, the M&A theories make progress very quickly, become one ofthe most active area of western economics. The motive of M&A to have primarilybecause of the theories: (1) efficiency theories. (2) information theories. (3) actionfor the problem with the managerialism theories. (4) excesssive self-confidence(Hubris) hypothesis. (5) free cash flow hypothesis. (6) market influence theories. (7)assign again the theories, and buy the process research to concentrates primarily inthe aspects of below severally: (1) "hitch a ride" problem and its solution research.(2) many procures it bids the competition research. (3) procure of the beginningstarts to hold a strategy research. (4) the target company manages defense strategyresearch etc. several aspects of the layer. But company and buy the effect researchinside, the different scholar aims at different and buy the social welfare, output inmode the variety, market price, business enterprise performance etc. problemproceeded the research.At the same time, we still studied the business enterprise value takes the gauge oftheoretical development with main current method. The business enterprise valuevaluation theories has primarily below several flows the parties:1. The divide into section with to the risk with the important thought that riskmeasure.2. Modigliani and Miller concerning capital construction and company valuerelation of treatise.3. Worth a school of thought the concerning cash discharge affirms with thetreatise of the risk inside born nature.4. The real object option value takes the gauge of thought.We now main current value take the gauge of the theories invest the theoreticianthis hero with 1934 the United States clear? Regard earnings as the basal and cleancurrent value (the method of NPV) with adjust the current value method (the methodof APV) is a modern company value to take the gauge of theoretical main currentmethod. Pass to proceed the estimate of with the cash discharge to the future intereston shares in property in company, and choose to convert into cash the ratereasonablely, proceeding the valuation. The worth a the method of valuation thatfront popular has a lot of, but total can is divided into to saying below several flowsthe parties:1. Worth a foundation in property methodThis kind of method passes the property of the company of valuation to the valuethat decide the company, a data for making use of is basic to come from the balancesheet of the company.It sets out, takes no account of from the static angle the futuredevelopment in company turns into with the time value of the cash;Also taking noaccount of those can affect the worth a factor, such as current condition in professionhuman resource or organize problem, or have the property with or indebtedness etc.do not appear in the circumstance in the balance sheet.It is a way to pass to proceedthe quotation to the company property to the value that takes the gauge of company,current international ascend the property that go through the quotation the standardto have primarily:account value, clear up accounts value, continuously camp valueand fair value etc..2. The income discounts with cash discharge the methodTo property that there is income, the interest on shares method converts into cashwith the cash discharge the method can also compute the true value of the propertyaccurately.Among them, the cash discharge converts into cash the method wasthought by the profession cultural heritage that great majority research companyprocure that is most science, the most mature the method of valuation.Its basicprinciple is, always the value of the property should is equal to that property cash inan all totals for producing flow, meaning with the formula for:It scribe in the formula at some at that time the cash that order flows, such asstock at some at that time it is interest on shares that the cash that order flow, bondthen interest with principal, like this then invest the item the clean cash flow afterthe tax law.Flow according to the cash with the concrete meaning that convert into cash therate, can the way of thinking that take the gauge of return knot as the businessenterprise value two kinds of, (1) equaling the value of the business enterprise to thevalue of the shareholder rights, proceeding the quotation to the ownership of a sharecapital of the business enterprise namely; (rights method) (2) the business enterprisevalue includes the value of the shareholder rights, legal right, preferred stock, thentakes the gauge of is the value of whole business enterprise. (entity method)Homologous, the different cash flows will differently to should convert into cash therate, otherwise the business enterprise value that takes the gauge of out different.3. The comparison multiple method that value takes the gauge ofComparison method is a kind of method that the parameter of cowgirl that theworth a parameter to make use of to according to the company takes the gauge of tois taken the gauge of company, from but the further calculation is taken the gauge ofcompany value. Different from balance sheet method, this kind of methodestablishes on the company income condition foundation, passing the companyprofits scale, sale income or other index sign to look for the worth a valuation incompany. This kind of method includes such as all kinds methods of the municipalrate, namely share of worth a same as the multiple of the income. (1) municipal ratemethod. The municipal rate method is a price to asks for help the alike company/income ratio (P/E), use to is taken the gauge of the company expect the incomeestimates the worth a method in market in its rights.Company rights of worth a sameas the clean income in year multiplies by with the municipal rate. (2) municipalvalue/ face value ratio method.Municipal value/ face value ratio method (M/the ratioof B) is subscribed capital to ask for help the alike company that market price thatcommon subscribed capital and book price ratio, use to is taken the gauge of theworth a method in market that company estimate the company’s subscribed capital.(3) worth a method in bonus. The bonus is parts of cashes to pay to the shareholderincome.In west nation, big and parts of times in shareholder can receive the cash ofthe regulation flows. According to this method, company value is clean currentvalue that the bonus that we expect to get. (4) sale income multiple method. Thisvaluation method application in some professions, pass to multiply by the saleincome with a multiple value of getting the company. (5) give the Tobin’s Qmethod.Because the market value of the company stock certificate is invest to thecompany in the enormous influence in creation in positive of the productionproperty, therefore use the company stock market value to reset the worth a ratiowith the company property, then give Tobin’ s Q proceed the analysis namely:4. The real option takes the gauge of methodThe traditional business enterprise value takes the gauge of method, such as wortha method in of account convert into cash the cash flow method etc. did not know:Any business enterprise because its own the certain manpower, material resources,financial power, technique...etc. resources, but own the some investment opportunity,更多还原