| Summary: | 碩士 === 國立中山大學 === 財務管理學系研究所 === 94 === Abstract
In the global steel industry, some of the regional steel makers start to mergers and acquisitions in order to increase their competitive ability and market share in faces of the crisis that the market share unceasingly glides down. In recent years, the merge and reorganization of steel industry become more popular. It’s to form more professional and bigger group through expanding the productivity, the regional enterprise''s merge, the vertical integration and international strategy alliance and so on merge.
This research about merger of the H Company and the U Company is not only the first large-scale merge case in the domestic stainless steel industry, but also the first reverse mergers’ case of listed companies and unlisted companies (include emerging stock board companies).It also means the pioneering case in the age. The “reverse mergers” which above-mentioned plan uses is an item of advanced accounting concept . It mainly focuses on the economical essence of merger, which one can obtain the actual domination and which one is easier to obtain the approval of creditor and supervising institution. Therefore it changed the traditional idea about merger to the public.
Integrating with the discussing procedure to above reverse mergers’ case, there are three consolidated problems to be supposedly noticed. Hopefully this research can offer the alternatives to those enterprises that want to pick the merge way through this kind of exterior growth opportunity to expand their competitive ability in the domestic more frequent merge case, and for their reference when they take action concerning reverse mergers.
In addition, this research valuation above case’s reasonable intrinsic value by the Discounted Free Cash Flow Model (DCF Model) and the Edwards-Bell-Ohlson Model (EBO Model), and check whether my projection about the stock swap proportion under the DCF model and EBO model are reasonable by making the sensitivity analysis of the price-to-book ratio. The reasonable area of trading the stock swap proportion sector supposedly should be between 4.45 and 4.68 after this research’s calculation by the above two valuation method. However, the proportional difference reaches 38% to 45% with the comparison of the bilateral company resolution 1：3.22. Obviously, it was not appropriately responded the intrinsic stock value for both of companies on trading the stock swap proportion, and makes the sensitivity analysis by the price-to-book ratio also to support the DCF model and result of the EBO model computation.
Although the bilateral companies still have to considerate a lot of factors to final the stock swap proportion, then they could negotiate the acceptable stock swap proportion. But , the data ,the enterprise value, which was calculated by the relative value approach should still has the reference value.
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