According to studying the market activities of optimizing the market resource distribution,we extract the essence of the Mergers & Acquisitions (M & A) behavior,which is one of the market activities,and simplify the model of the M & A behavior. M & A and restructuring the  activities may be operated reasonably among enterprises according to their  bad credits,and it is also a reintegration of the  market resources,in order to fully optimize,as well as to improve the market competitiveness of all the  enterprises. We construct a model of optimizing the physical distribution routing problem with time windows based on the M & A algorithm. The model consists of encoding,initialization,pretreatment,bad credit assessment,M & A,restructuring and selection in seven modules,on the basis of establishing a mathematic model of optimizing the physical distribution routing problem. After making some experiments on the Solomon data sets and comparing with the optimal solution obtained currently,we obtain the optimal or nearly optimal solutions of optimizing the physical distribution routing problem with time windows.