The paper industry has many characteristics such as capital, technology, labor, and energy intensive. For the acquirer, it is important to pay attention to paper investment, operation and market access, ease of withdrawal, stable investment returns, and whether it has good growth. To achieve the goal of maximizing the market and profits. Corporate mergers and acquisitions are highly risky economic activities. Whether they are successful at one stroke or not is related to the future development of the company. Therefore, we must make good preparations beforehand, understanding, analysis, review, screening, decision-making, etc. before the merger decision. Without adequate advance preparation and risk assessment in the whole process, rush to merge can easily lead to failure of mergers and acquisitions.
In the past 10 years, with the deepening of free trade and the expansion of global business strategies, the wave of corporate mergers and acquisitions has become increasingly fierce and strong, and has directly influenced the world economy. Compared with the scale of mergers and acquisitions by our country's companies, except for China's investment environment is not perfect and the economy is still underdeveloped, the small scale of mergers and acquisitions and the low success rate are important factors affecting China's corporate mergers and acquisitions. The total size of the paper industry in China is about 6,000. In 1998, there were approximately 2,600 sales revenues exceeding 5 million yuan. The output of paper and paperboard was 21.27 million tons. The product sales revenue was 73 billion yuan, and the total profits and taxes were 5.62 billion yuan. yuan. With the intensification of market competition and the implementation of environmental protection policies, some enterprises with poor competitiveness are in danger of being eliminated, while some enterprises with distinctive characteristics and rolling development are better. This pattern of good and bad is constantly expanding to provide a good choice for the purchase of enterprises. In order to gain a firm foothold and seize the commanding heights of the market, many companies have adopted development strategies such as low-cost expansion and capital operation. Mergers and acquisitions have been developed in recent years, and the scale of acquisitions has also expanded. Successful examples include the acquisition of Shandong Chenming Paper Co., Ltd. Hubei. Hanyang Paper Factory. In addition, there are no other eye-catching mergers and acquisitions cases in China's paper industry. The reason for this is that from the process of making a merger and acquisition decision for a company, the following work process must be fully considered and planned.
1. The establishment of the acquisition strategy The paper industry is a capital-intensive industry. Its specialization, coreization, specialization, and large-scale continuous operation are the basic requirements for the development strategy. The acquisition strategy must be established in line with this industry development strategy. The request. The existence and development of a company has its unique history and culture, and it supports companies to establish their own development path, which means that the acquisition of the target company must comply with the established acquisition strategy. Non-affiliated companies, such as an investment company, purchase paper, mostly for “packaging†listing and stock market speculation, not for long-term holding and operations, focusing on short-term commercial profit targets, mainly favoring listed companies; related companies acquiring paper industries, such as Most of the power plants and chemical plants are developed horizontally to ensure that the company’s products sell well, resolve industrial risks, and create joint interests; most of the peers' acquisitions of the paper industry are more rational and serious because they want to hold and develop the market for a long time. The ultimate goal is to generate scale. Benefits, because the paper industry is an industry that has high investment costs and is not easy to withdraw. Enterprises with large-scale production, high levels of professionalism, and strong core strength can win the initiative in a highly competitive market. Therefore, the establishment of the acquisition strategy is inseparable from the company's own characteristics and industry development requirements, which explains why most mergers and acquisitions should be conducted in the same industry.
As China’s enterprises are more basic and inherent in their development, they are more interested in the multi-corner (RMB) business strategy and become the mainstream of current corporate mergers and acquisitions. “Comprehensiveness†is recognized by the public, such as the acquisition of a perfumery by Qingshan Paper and Fine chemical plants, Henan Luohe Silver Pigeon Paper Co., Ltd. transferred shares to a power equipment company, and Dali Yunnan bought a port investment service company, which restricted the occurrence of strong mergers and acquisitions among paper industry peers in China. In addition, local protectionism and administrative intervention are relatively strong, resulting in the regionalization of paper industry mergers and acquisitions, and lack of depth and breadth. Therefore, the establishment of a merger and acquisition strategy is a commercial and cultural hybrid activity, and its arduousness should be fully taken into account.
2, the acquisition of the target company's choice of the current choice of target companies are nothing more than four, or environmental protection can not get off, facing the risk of being forced to close down; or lack of construction and liquidity, debt is too heavy to function properly; Or business management chaos, loss year after year, on the verge of bankruptcy; or equipment aging, the product did not sell, look forward to update adjustments. Almost no well-performing companies require mergers and acquisitions in order to expand their business needs. The rise of one-way acquisitions in certain places is sufficient to illustrate the difference in the quality of the target company. When considering the acquisition of target companies, it is necessary to consider the legal person's nature, geographical location, economic environment, status quo, etc. of the target company. The property rights of the company are relatively clear, local administrative intervention is less, and agreements are easily reached; geographical location is also very important. Whether the coastal area is inland, whether it is in a developed area or in a poverty-stricken area, whether it is in the raw material production area or in the product market area, etc., must be valued. The competition among enterprises is the competition between strength and market, as well as the competition between the advantages and disadvantages of the geographical position because of the competition among enterprises. The two most important factors for strength are talents and information resources, all of which are concentrated in the geographical location. The economic and investment environment also benefit from geographical location. This explains why the well-developed paper industry is mainly concentrated in coastal areas and central areas. s reason. Therefore, the target company’s choice should first compare the company’s legal person nature and geographical location, because the corporate nature of the company is subject to local government and national policies. It takes more time and money to change, not worth the candle; once the geographical location is determined, it is very There is little room for change.
3. Risk analysis of the target company After establishing the acquisition strategy and the pre-selection of the target company, the risk analysis of the target company should be fully performed. Regardless of whether the target company is big or small, good or bad, it must have a risk analysis process and it must be conducted in depth. Risk analysis includes policy trends, industry development, raw material supply, product market, company status and potential, financial status, management and management level, contracts and legal issues, environmental protection, human resources, and business culture. It is very important for on-the-spot investigations to generate perceptual knowledge. Expert teams should be formed. Their members should include industry technical experts, accountants and auditors, economic experts, legal advisors, and financing and purchasing concurrency homes. A risk analysis content list; then based on the preliminary results of the risk analysis of the target company, a reasonable acquisition case is proposed. Since mergers and acquisitions often have strong government actions, it is particularly important to maintain a smooth communication channel with local governments. Obtaining strong support from local governments is an important factor in the success of mergers and acquisitions. The impact must be clearly indicated in the risk analysis. The reason why many mergers and acquisitions make an exception is due to the fact that the risk analysis has not been fully carried out before making a merger decision, so that when the risk arises, an implementation plan to avoid risks is not made in time.
4. Review of the Target Company's pre-acquisition business The quality of most of the paper industry in China is relatively poor, and in order to increase the selling price, it is always trying its best to pack and hide it before it is sold. When the buyer purchases a company, it must do a good job of acquiring the target company. The previous review to find out in detail what kind of company to buy. Therefore, the buyer must obtain detailed source materials of the target company through various channels, and make more accurate assessments under the review and analysis of relevant experts.
4.1 Policy Support and Constraints In recent years, the state and light industry papermaking industries have successively introduced some industrial technology development policies and regulations and regulations that support them, including production scale, environmental protection policies, technology applications, and industrial adjustment policies. Such as deadlines to close and control small pulp and paper mills, new standards for wastewater discharge from papermaking companies, and import equipment for projects with economies of scale, such as tariff reduction, technical policies for light industry papermaking companies, guidelines for encouraging investment projects, government bond support, and “double high and excellent†projects. and many more. The survival and development of the target company must be consistent with the country’s industrial policy, relying on local protection is very fragile, take great risks.
4.2 The company's background and historical paper industry is an industry that requires relatively large area, large volume of transportation, high energy consumption, and strict environmental protection facilities. It conducts field research and obtains target company's detailed information through other channels. At that time, the seller always talked about the background and history of the company, especially the companies that had achieved brilliant results, and hoped to use it to raise the asking price and obtain a favorable position. For buyers, they need to understand the company's affiliation, corporate status, property rights structure, shareholder structure, quality of senior management personnel, and current operating conditions. A close affiliation relationship needs to hear the idea of ​​the competent department and the plan for the next step. As far as the urban planning involves the survival and development of the company, it needs to be understood and confirmed as much as possible, especially for the acquisition of the target company as the carrier of development. It is indispensable.
4.3 Production Technology and Product Market Production technology and product market are closely related. The paper industry has many kinds of technological processes and production technologies, either shrinking and phasing out, or being in the mainstream of development, or belonging to the development of new technologies. Which part of the technology needs to be adjusted, eliminated, and updated in the next few years? To change and improve, how to plan and invest? Which markets are the products based on, and whether they are small and medium-sized towns, rural areas, or large and medium-sized cities, whether product sales networks are established, what are the sales radius and concentration, and the establishment and extension of product sales networks? It also involves reasonable matching of public facilities and environmental protection measures, rational adjustment of raw material structure, raw material procurement radius and stability, and how to establish raw material bases.
4.4 Operational status When a target company waits to be purchased or negotiates for a negotiation, its operation status has two kinds: bankruptcy or discontinued, assets have been properly maintained, or are in normal operation, and its operation status can be well documented. Down; in the open stop time phase, its operating status is relatively vague. If it is possible to obtain as much detailed information as possible about the operational status of the target company, it is very important for acquisition and merger cases that are generally based on the target company or use existing equipment to develop. Generally speaking, when the target company has been bankrupted or discontinued, or is in normal operation, it is relatively easy to know its operating status. In order to attract investment, it leaves as much detailed information as possible and records the current operating data for the target company itself. It is absolutely important that, if it is intentionally destroyed and falsified, it will ultimately hurt the target company itself and the local economy even more. The most headache for mergers and acquisitions is that the target company is in a time-on-stop phase. Because the operation is not continuous, the recorded data is scattered, and accurate analysis requires a lot of work and it is difficult to make accurate estimates. Including the advantages and disadvantages of equipment operation, the continuity and completeness of technical data, product stability, financial records and the authenticity of the report. In this case, the buyer should ask the technologist to choose to perform on-site observation and recording at a more appropriate time.
4.5 Customers surveying China's paper production products are semi-finished products. There are strict requirements on the ratio and supply of raw materials. Most of the products are used for news printing and product packaging, and are often concentrated and fixed. When analyzing product market trends, key customers (including major raw material suppliers and product purchasers) should conduct focused research. Work in this area is often diluted, but it turns out that doing this research is essential. We can get some very useful information from raw material procurement and product sales orders and settlement statements, but this is only the beginning. Because companies and customers often form an invisible personal close relationship, especially in the operation of small and medium enterprises occupy an important position. "Customers are God." Losing customers means companies are shrinking. Customer research should include a list of major customers and their characteristics, distribution, closeness (personal charisma, or corporate reputation), occupancy, concentration, stability, and degree of recognition of proposed mergers and acquisitions, equity, and personnel changes. Constraints and so on.
4.6 Financial Audit China's paper production scale is small, locality is very strong, there are not many companies that can achieve a sound financial system, financial audits have strong technical and complexity requirements, and the workload is large, in the acquisition of the target company's financial The review can generally be done through the engagement of outside accounting firms. The reason why this is done is because each of the final acquisition agreements is based on the condition of the seller to meet the purchaser's pre-determined acquisition criteria. Its purpose is to
In the past 10 years, with the deepening of free trade and the expansion of global business strategies, the wave of corporate mergers and acquisitions has become increasingly fierce and strong, and has directly influenced the world economy. Compared with the scale of mergers and acquisitions by our country's companies, except for China's investment environment is not perfect and the economy is still underdeveloped, the small scale of mergers and acquisitions and the low success rate are important factors affecting China's corporate mergers and acquisitions. The total size of the paper industry in China is about 6,000. In 1998, there were approximately 2,600 sales revenues exceeding 5 million yuan. The output of paper and paperboard was 21.27 million tons. The product sales revenue was 73 billion yuan, and the total profits and taxes were 5.62 billion yuan. yuan. With the intensification of market competition and the implementation of environmental protection policies, some enterprises with poor competitiveness are in danger of being eliminated, while some enterprises with distinctive characteristics and rolling development are better. This pattern of good and bad is constantly expanding to provide a good choice for the purchase of enterprises. In order to gain a firm foothold and seize the commanding heights of the market, many companies have adopted development strategies such as low-cost expansion and capital operation. Mergers and acquisitions have been developed in recent years, and the scale of acquisitions has also expanded. Successful examples include the acquisition of Shandong Chenming Paper Co., Ltd. Hubei. Hanyang Paper Factory. In addition, there are no other eye-catching mergers and acquisitions cases in China's paper industry. The reason for this is that from the process of making a merger and acquisition decision for a company, the following work process must be fully considered and planned.
1. The establishment of the acquisition strategy The paper industry is a capital-intensive industry. Its specialization, coreization, specialization, and large-scale continuous operation are the basic requirements for the development strategy. The acquisition strategy must be established in line with this industry development strategy. The request. The existence and development of a company has its unique history and culture, and it supports companies to establish their own development path, which means that the acquisition of the target company must comply with the established acquisition strategy. Non-affiliated companies, such as an investment company, purchase paper, mostly for “packaging†listing and stock market speculation, not for long-term holding and operations, focusing on short-term commercial profit targets, mainly favoring listed companies; related companies acquiring paper industries, such as Most of the power plants and chemical plants are developed horizontally to ensure that the company’s products sell well, resolve industrial risks, and create joint interests; most of the peers' acquisitions of the paper industry are more rational and serious because they want to hold and develop the market for a long time. The ultimate goal is to generate scale. Benefits, because the paper industry is an industry that has high investment costs and is not easy to withdraw. Enterprises with large-scale production, high levels of professionalism, and strong core strength can win the initiative in a highly competitive market. Therefore, the establishment of the acquisition strategy is inseparable from the company's own characteristics and industry development requirements, which explains why most mergers and acquisitions should be conducted in the same industry.
As China’s enterprises are more basic and inherent in their development, they are more interested in the multi-corner (RMB) business strategy and become the mainstream of current corporate mergers and acquisitions. “Comprehensiveness†is recognized by the public, such as the acquisition of a perfumery by Qingshan Paper and Fine chemical plants, Henan Luohe Silver Pigeon Paper Co., Ltd. transferred shares to a power equipment company, and Dali Yunnan bought a port investment service company, which restricted the occurrence of strong mergers and acquisitions among paper industry peers in China. In addition, local protectionism and administrative intervention are relatively strong, resulting in the regionalization of paper industry mergers and acquisitions, and lack of depth and breadth. Therefore, the establishment of a merger and acquisition strategy is a commercial and cultural hybrid activity, and its arduousness should be fully taken into account.
2, the acquisition of the target company's choice of the current choice of target companies are nothing more than four, or environmental protection can not get off, facing the risk of being forced to close down; or lack of construction and liquidity, debt is too heavy to function properly; Or business management chaos, loss year after year, on the verge of bankruptcy; or equipment aging, the product did not sell, look forward to update adjustments. Almost no well-performing companies require mergers and acquisitions in order to expand their business needs. The rise of one-way acquisitions in certain places is sufficient to illustrate the difference in the quality of the target company. When considering the acquisition of target companies, it is necessary to consider the legal person's nature, geographical location, economic environment, status quo, etc. of the target company. The property rights of the company are relatively clear, local administrative intervention is less, and agreements are easily reached; geographical location is also very important. Whether the coastal area is inland, whether it is in a developed area or in a poverty-stricken area, whether it is in the raw material production area or in the product market area, etc., must be valued. The competition among enterprises is the competition between strength and market, as well as the competition between the advantages and disadvantages of the geographical position because of the competition among enterprises. The two most important factors for strength are talents and information resources, all of which are concentrated in the geographical location. The economic and investment environment also benefit from geographical location. This explains why the well-developed paper industry is mainly concentrated in coastal areas and central areas. s reason. Therefore, the target company’s choice should first compare the company’s legal person nature and geographical location, because the corporate nature of the company is subject to local government and national policies. It takes more time and money to change, not worth the candle; once the geographical location is determined, it is very There is little room for change.
3. Risk analysis of the target company After establishing the acquisition strategy and the pre-selection of the target company, the risk analysis of the target company should be fully performed. Regardless of whether the target company is big or small, good or bad, it must have a risk analysis process and it must be conducted in depth. Risk analysis includes policy trends, industry development, raw material supply, product market, company status and potential, financial status, management and management level, contracts and legal issues, environmental protection, human resources, and business culture. It is very important for on-the-spot investigations to generate perceptual knowledge. Expert teams should be formed. Their members should include industry technical experts, accountants and auditors, economic experts, legal advisors, and financing and purchasing concurrency homes. A risk analysis content list; then based on the preliminary results of the risk analysis of the target company, a reasonable acquisition case is proposed. Since mergers and acquisitions often have strong government actions, it is particularly important to maintain a smooth communication channel with local governments. Obtaining strong support from local governments is an important factor in the success of mergers and acquisitions. The impact must be clearly indicated in the risk analysis. The reason why many mergers and acquisitions make an exception is due to the fact that the risk analysis has not been fully carried out before making a merger decision, so that when the risk arises, an implementation plan to avoid risks is not made in time.
4. Review of the Target Company's pre-acquisition business The quality of most of the paper industry in China is relatively poor, and in order to increase the selling price, it is always trying its best to pack and hide it before it is sold. When the buyer purchases a company, it must do a good job of acquiring the target company. The previous review to find out in detail what kind of company to buy. Therefore, the buyer must obtain detailed source materials of the target company through various channels, and make more accurate assessments under the review and analysis of relevant experts.
4.1 Policy Support and Constraints In recent years, the state and light industry papermaking industries have successively introduced some industrial technology development policies and regulations and regulations that support them, including production scale, environmental protection policies, technology applications, and industrial adjustment policies. Such as deadlines to close and control small pulp and paper mills, new standards for wastewater discharge from papermaking companies, and import equipment for projects with economies of scale, such as tariff reduction, technical policies for light industry papermaking companies, guidelines for encouraging investment projects, government bond support, and “double high and excellent†projects. and many more. The survival and development of the target company must be consistent with the country’s industrial policy, relying on local protection is very fragile, take great risks.
4.2 The company's background and historical paper industry is an industry that requires relatively large area, large volume of transportation, high energy consumption, and strict environmental protection facilities. It conducts field research and obtains target company's detailed information through other channels. At that time, the seller always talked about the background and history of the company, especially the companies that had achieved brilliant results, and hoped to use it to raise the asking price and obtain a favorable position. For buyers, they need to understand the company's affiliation, corporate status, property rights structure, shareholder structure, quality of senior management personnel, and current operating conditions. A close affiliation relationship needs to hear the idea of ​​the competent department and the plan for the next step. As far as the urban planning involves the survival and development of the company, it needs to be understood and confirmed as much as possible, especially for the acquisition of the target company as the carrier of development. It is indispensable.
4.3 Production Technology and Product Market Production technology and product market are closely related. The paper industry has many kinds of technological processes and production technologies, either shrinking and phasing out, or being in the mainstream of development, or belonging to the development of new technologies. Which part of the technology needs to be adjusted, eliminated, and updated in the next few years? To change and improve, how to plan and invest? Which markets are the products based on, and whether they are small and medium-sized towns, rural areas, or large and medium-sized cities, whether product sales networks are established, what are the sales radius and concentration, and the establishment and extension of product sales networks? It also involves reasonable matching of public facilities and environmental protection measures, rational adjustment of raw material structure, raw material procurement radius and stability, and how to establish raw material bases.
4.4 Operational status When a target company waits to be purchased or negotiates for a negotiation, its operation status has two kinds: bankruptcy or discontinued, assets have been properly maintained, or are in normal operation, and its operation status can be well documented. Down; in the open stop time phase, its operating status is relatively vague. If it is possible to obtain as much detailed information as possible about the operational status of the target company, it is very important for acquisition and merger cases that are generally based on the target company or use existing equipment to develop. Generally speaking, when the target company has been bankrupted or discontinued, or is in normal operation, it is relatively easy to know its operating status. In order to attract investment, it leaves as much detailed information as possible and records the current operating data for the target company itself. It is absolutely important that, if it is intentionally destroyed and falsified, it will ultimately hurt the target company itself and the local economy even more. The most headache for mergers and acquisitions is that the target company is in a time-on-stop phase. Because the operation is not continuous, the recorded data is scattered, and accurate analysis requires a lot of work and it is difficult to make accurate estimates. Including the advantages and disadvantages of equipment operation, the continuity and completeness of technical data, product stability, financial records and the authenticity of the report. In this case, the buyer should ask the technologist to choose to perform on-site observation and recording at a more appropriate time.
4.5 Customers surveying China's paper production products are semi-finished products. There are strict requirements on the ratio and supply of raw materials. Most of the products are used for news printing and product packaging, and are often concentrated and fixed. When analyzing product market trends, key customers (including major raw material suppliers and product purchasers) should conduct focused research. Work in this area is often diluted, but it turns out that doing this research is essential. We can get some very useful information from raw material procurement and product sales orders and settlement statements, but this is only the beginning. Because companies and customers often form an invisible personal close relationship, especially in the operation of small and medium enterprises occupy an important position. "Customers are God." Losing customers means companies are shrinking. Customer research should include a list of major customers and their characteristics, distribution, closeness (personal charisma, or corporate reputation), occupancy, concentration, stability, and degree of recognition of proposed mergers and acquisitions, equity, and personnel changes. Constraints and so on.
4.6 Financial Audit China's paper production scale is small, locality is very strong, there are not many companies that can achieve a sound financial system, financial audits have strong technical and complexity requirements, and the workload is large, in the acquisition of the target company's financial The review can generally be done through the engagement of outside accounting firms. The reason why this is done is because each of the final acquisition agreements is based on the condition of the seller to meet the purchaser's pre-determined acquisition criteria. Its purpose is to
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TIPS:
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