随着我国金融市场的开放和经济的发展，房地产行业的并购活动越来越多。越来越多的人开始研究房地产业。由于房地产占国内生产总值的大部分，房地产业的发展可能影响到整个国家的经济。不仅政府和金融机构，而且每个公民都关注房地产的发展趋势。每一项政策和事件都可能导致宏观经济的波动。随着我国全球经济的进入，旧的国有企业和体制也出现了一些严重的问题。一些风险敞口可以为并购提供一些有效可行的方法，但这些风险敞口也会给公司带来巨大的损失。
本研究旨在探讨万科被收购事件，并对其宏观和微观情况进行介绍，有助于深入了解这一背景。通过分析，可以直观地了解双方的原因和未来趋势。通过对三个模型的数据分析，给出了一个比宝能收购行为前更适合万科股价的潜在价格区间。
关键词：并购、股价、房地产、万科、宝能集团
Abstract
As the opening of financial markets and the development of economy in China, there are many activities of Merger and Acquisition on real estate industry. More and more people start to study the real estate industry. Due to the fact that the real estate account for a majority percentage of the whole GDP, the development of this industry may affect the economy of whole country. Not only the government and financial institutions but also every citizensare paying attention to the trend of real estate. Each policy and event can lead a fluctuation on the macro-economy. With the entryof the global economy of China, there are some severe problems on the old state-owned enterprises and the system. Some exposures can provide some effective and feasible methods for M & A , however, these exposures also can make the company suffer huge losses.This study aims to discuss about the event of Vanke being acquired, and the introductions of the macro and micro situation are beneficial for deep understanding of the background. And the analysis can give a directly perspectiveto both parties to learn the cause and future trend. With the data analysis about three models, this study gives a potential price range which will much more fitthe Vanke’s stock price than the one before Baoneng’s purchasing behavior.
Key Word: M&A, Stock Price, Real Estate, Vanke, Baoneng Group
Contents
1 Introduction 1
1.1 The Situation in China 1
1.2 Background and History 1
1.2.1 Introduction of Vanke 1
1.2.2 Introduction of Baoneng 2
1.2.3 The Important Timeline of the Battle 3
1.3 Significance of research and innovation 3
2 Literature review 3
2.1 Types of M&A by Actual Purpose 4
2.1.1 Strategic 4
2.1.2 Financial 4
2.2 Types of M&A by industry 5
2.2.1 Vertical 5
2.2.2 Horizontal 5
2.2.3 Conglomerate 5
2.3 Types of M&A by Attitude 6
2.3.1 Hostile takeover 6
2.3.2 Friendly takeover 6
3 Findings 7
3.1 About Vanke 7
3.1.1 The Stock Structure of Vanke and Industry Situation 7
3.1.2 The Cause of Ownership Dispersion 8
3.1.3 Differences between A-Share and H-Share 8
3.2 Discuss of Vanke’s Behavior during the Takeover 9
3.3 About Baoneng 9
3.3.1 Source of Baoneng’s Capital 9
3.3.2 Act during This Acquisition 10
3.4 The Purpose of Baoneng’s takeover behaiver 10
4 Methodology 11
4.1 Golden Growth Model 12
4.2 Terminal Value by EBITDA Multiple 14
4.3 Comparable EBITDA Multiple 14
4.4 Vanke’s Stock Price Does Not Fit Its Performance 15
5 Conclusions and Recommendations 15
5.1 Forecast of the Future Trend 15
5.1.1 Vanke Execute the “Poison Pill Plan” 15
5.1.2 Vanke Use the Dilatory Tactics 16
5.1.3 Vanke Use the Scorched Earth Policy 16
5.1.4 Baoneng win the ownership 16
5.2 Lessons and Recommendations 17
6 Reference 17
1 Introduction
1.1 The Situation in China
After the rapid development year by year, China, as the second biggest economy, kept a high growth speed. But in recent years, the growth of GDP slow downwhich reached to even fewer than 7%. China suffers froman increasing debt, overcapacity, the fade of dividend per capita, etc, and faces the problem of restructure and the pressure of reducing productivity.
The development of China's economy and local economic have relied on real estate for decades, but since government regulated and controlled the real estate industry from 2013, the real estate market cooled down from overheating to warming. Investment on real estate in 2013 takes the percentage of 16% of the whole GDP, in 2014 this ratio reduces to 14.93%, and in 2015 it drops to 14.46%. However, real estate will still stand a large proportion in the future economic development. The policy of inventory depletion that proposed in 2015 by the central gove
