44. Transaction methods for M&A projects

I have written over 40 articles so far, hoping that, through the content covered earlier, you have already mastered the skills required to build financial models for greenfield projects. The next few articles will focus on how to model acquisition projects—or, more broadly, already-operating projects. I work in direct investment, and my firm commonly employs three transaction methods: equity acquisition, capital increase via new share issuance (i.e., capital expansion), and asset acquisition. The first two involve equity as the subject of transaction; the third involves assets. Equity acquisition means purchasing shares of the target company—the funds go directly to the selling shareholders. For example, suppose the target company’s registered capital is RMB 10 million, with two shareholders: A holding 40% and B holding 60%. Investor C acquires B’s 60% stake for RMB 8 million via equity acquisition. From the target company’s perspective, there is no change in its cash position—only a change in shareholder composition. The RMB 8 million share transfer payment flows from investor C directly to shareholder B. In a capital increase via new share issuance, the new investor injects funds directly into the target company, thereby increasing its registered capital—and proportionally adjusting each shareholder’s equity stake. Returning to the same example: The target company’s registered capital is RMB 10 million, with shareholders A and B holding 40% and 60%, respectively. New investor C enters the company via an RMB 8 million capital increase, with no premium applied to A’s or B’s existing stakes.

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