1、The Mergers and acquisitions of Yanjing beer and Huiquan beer：The definition of Mergers and acquisitions.lMergers and acquisitions(abbreviated M&A)is an aspect of corporate strategy,corporate finance and management dealing with the buying,selling,dividing and combining of different companies and sim
2、ilar entities that can help an enterprise grow rapidly in its sector or location of origin,or a new field or new location,without creating a subsidiary,other child entity or using a joint venture.Why the companies want to enter into these deals of M&A.lFrom ancient time to now，the nature of busniess
3、man decided that the most important thing in their heart is make more money，Benefits of Mergers and Acquisitions are the main reasons for which the companies enter into these deals.Mergers and Acquisitions may generate tax gains,can increase revenue and can reduce the cost of capital.can generate co
4、st efficiency through economies of scale,can enhance the revenue through gain in market share and so on.The brief introduction of Yanjin l1980 found in Beijingl1989-1993:increase 50,000 tons each year;complete the transformation to a large-scale brewery;l1994-1998:increase 100,000 tons each year;com
5、plete the transformation to a large-scale beer enterprise group;l1999 to now:increase over 300,000 tons each year;complete the transformation from a regional enterprise and brand in Beijing to a nationwide large-scale enterprise and nation-famous brand.The brief introduction of Hunquanl1983:found in
6、 Fujianl19891996:become the model of medium and small enterpprise in the same sector;increase techonology input;expand the scales of production.19911996：successfully achieve three technical expansion construction of 15000 tons to 30000 tons,30000 tons to 60000tons and 60000 tons to 100000 tons respe
7、ctively;the yearly total output broke the record of 100000 tons;creat the new era of collection busniess of brewery industry in the provincel19972000;establish the stock company;the output break through 200000 tonsl2001 to now：become one of the top ten industries;enter into the age of science and te
8、chnology;make a powerfull association with YANGJING BEER.How to choose the target firmlThe choise of target firm can be devided into three stages:discovering,examing and evaluating.in discovering stage it can be achieved either through its ourself or relying on external assistant.After setting the g
9、oal,the company should began to further invertgitation,which includes the motivation,law documents,buisness activities,finanical affairs and the risk of mergers.Why Yangjing Beer chose the Huiquan beer lHuiquan beer is the largest brewery in FuJian province,his advantage is not only the brand compet
10、itive edge,but aslo having the abundant capital.lAlthrough it has so many glories,it fell into the biggestlDilemma.In 2002,the throughput of beer in Fujian province was up to 1800000 tons,but the actual market volume is 12000000 tons,the competition is very fierce.anthort beer manufacture which call
11、ed XUEJING BEER is become more and more stroger,the production and sales was gradually increase.lAll of this make HUIQUAN BEER become the most suitable candidates.Corparation valutationlThe commonly used method are discounted cash flow,cost method,convertible stock and option pricing model.lseclecti
12、ng the second period discounted cash flow.Comfirm the net profit The net profit of HuiqunBeer unit:yaunlNote：(1)approximately,the increase rate of the prime operating revenue sales would be 8%l(2)the primary businiess cost accout for 60%in the prime operating revenue salesl(3)the taxtation of the pr
13、imary busniess and its addition project account for 11.5%l(4)other busniess is profit remain the average between the 2000 to 2002l(5)from the year 2003 to 2008,the busniess expense was 7.1%,manager expense 4.5%,finanal expense 2.8%l(6)in recent three years,the annual average amount of Huiquan invest
14、ment profit is 759027.61,the non-operating income from 2000 to 2002 is 5751.57 and the non-operating expense is 16000002003Y2004Y2005Y2006Y2007Y2008Y88231879952933471029197311111156226120051641129658689Comfirm the cash flow The net profit of HuiqunBeer unit:yaunlNote(1)fixed assets depreciation acco
15、rding to the average number of years.l(2)the fixed asserts increase at the speed of 10%each year.l(3)the free cash flow maintain unchanged the same amout in 2008.2003Y2004Y2005Y2006Y2007Y2008Y5658038196060455102968822110351920118239934126664682the market value asset-liability rate L lAccording its e
16、quity structure,the circulation stock use the market value.to non circulation share,wo difine its value according to its net asset per share,based on the prospectus,balance sheet and the stock price at 7.44 yuan,we take L=39.58%marginal tax rate TlAccording to Huiquan Beer annual report from 2000 to
17、 2002,we find that the average income tax is 39.65%,but as the stastistic in 2002,the income tax rate is 33.30%,so we choose T=33.30%rights and interests capital cost lIn refer to the value of listed company in the same industry,we take its average value as the value of Huiquan Beer,so the rights an
18、d interests capital cost is =1.98%+0.8605*（5.137%-1.98%）=4.697%estimate the issuing debat cost of Huiquan Beer lThe interest expense number of annual finacial expense decide annual contribution value,estimate =9.58%=（1-39.58%）*4.697%+39.58*（1-33.30%）*9.58%=5.37%536967904.5+86518838.26+88014617.14+89518330.4+91028896.58+1324816423 2216865010
