If the reorganization of Tianshan shares can be smoothly passed and implemented, or will become the history of A shares the second largest merger and reorganization case.
After A year, A shares reappear billions of mergers and acquisitions!
Strong tianshan co shares after the Spring Festival offensive to throw a blockbuster “good”, is proposed to adopt the way of issuing shares and pay cash to the Chinese building materials of 26 counterparties to buy a 100% stake in China united cement, cement 99.9274% stake in the south, southwest cement sinoma cement 100% equity and 95.7166% equity assets, it need to pay for this consideration is as high as 98.142 billion yuan.
If the reorganization of Tianshan shares can be smoothly passed and implemented, or will become the history of A shares the second largest merger and reorganization case. The largest M&A and reorganization case of A-share market is still occupied by recruiter Shekou, with A total transaction value of 145.8 billion yuan.
As of March 2, Tianshan shares closed at 16.89 yuan, a daily increase of 3.05%, with a market value of about 18 billion yuan. Since February 8, Tianshan shares began to rise rapidly, with a range of 27.95%, including a rise of 20.47% in the nine working days since the Spring Festival, while the Shanghai Composite Index fell 4% in the same range.
“China’s magic mud” launched a $100 billion merger
Tianshan shares announced on the evening of March 2, the company plans to issue shares and pay cash to China Building Materials and other 26 trading parties to buy 100% of the equity of China United Cement, South China Cement 99.9274% equity, Southwest Cement 95.7166% equity and 100% of the equity of Sinoma Cement and other assets.
According to the evaluation results, the total consideration Tianshan shares need to pay is 98.142 billion yuan, specifically, the value of Zhonglian Cement’s underlying assets is 21.96 billion yuan, the value of South Cement’s underlying assets is 48.77 billion yuan, the value of Southwest Cement’s underlying assets is 16.089 billion yuan, and the value of Sinoma Cement’s underlying assets is 11.32 billion yuan.
According to the announcement, 94.171 billion yuan of consideration was paid by the listed company in the form of issued shares, and 3.971 billion yuan was paid in cash. After negotiation, the price of Tianshan shares is 13.38 yuan per share, and the total number of shares issued is 7.038 billion shares.
In addition, the counterparties to pay cash include Bank of Communications Investment, which holds 2.30086% of South China Cement, Agricultural Bank of China Investment, which holds 3.58295% of Southwest Cement and 4.60172% of South China Cement.
Before the acquisition, China Building Materials held 481 million shares of Tianshan, or 45.87% of the shares. Upon completion of the acquisition, China Building Materials will hold 7.077 billion Tianshan shares, or 87.51% without taking into account the supporting funds raised. The control right of the listed company has not changed, the controlling shareholder is still China building materials, and the actual controller is still China building materials group. After the completion of the transaction, the public shares of Tianshan shares will hold more than 10%, and the listed company will still have the conditions to be listed.
Previously, there are analysts on the Tianshan share valuation between 13 yuan to 30 yuan, according to the profitability valuation, compared with Conch Cement net profit of 33.6 billion yuan at the end of 2019, after the completion of restructuring estimated total net profit of about 16 billion yuan, to the Tianshan share valuation of 110 billion yuan, the reasonable price of Tianshan shares is about 13 yuan.
It is worth noting that on August 7 last year, Tianshan shares have disclosed the company’s major asset reorganization plan announcement, the company plans to issue shares to China Building Materials and other trading parties to buy all or part of the equity of China United Cement, South China Cement, Southwest Cement and Sinoma Cement. Affected by this, Tianshan shares took the 3 daily limit, the stock price also touched the high 25 yuan above.
Now Tianshan shares of 94,000 shareholders once again ushered in a heavy positive, the stock bar is in full swing, some netizens said: “can you start the number of trading limit?”
It rose more than 20% in the nine days after the Spring Festival
Tianshan shares said that after the completion of the restructuring, the company will become China’s cement industry leading listed companies, production capacity will exceed conch cement. The business scale of the company will be significantly expanded, the main business and core competitive advantages will be further highlighted, and through the national business layout, reduce the operation fluctuations caused by regional supply and demand changes.
As of March 2, Tianshan shares closed at 16.89 yuan, with a daily increase of 3.05%. Since February 8, Tianshan shares began a rapid upswing, with a range of increase of 27.95%, including a rise of 20.47% in the 9 working days since the Spring Festival.
In addition, according to the announcement on the same day, Tianshan shares to no more than 35 eligible specific investors in the way of non-public offering of shares to raise supporting funds of not more than 5 billion yuan, not more than this plan to issue shares to purchase assets of 100% of the transaction price. The number of shares issued shall not exceed 314.6 million, and the issue price shall not be less than 80% of the average stock price of the company in the 20 trading days prior to the benchmark for the pricing of supporting funds. The fundraising supporting funds are intended to be used to supplement working capital, repay debt and pay restructuring costs after deducting the issuance costs.
Tianshan shares announced that before and after the transaction, the actual control of the listed company is China Building Materials Group, and the actual control of the final per capita is the State-owned Assets Supervision and Administration Commission of the State Council, which will not lead to the change of control of the listed company.
It is worth mentioning that on January 19 this year, Tianshan shares announced that the net profit is expected to be 1.42 billion yuan to 1.6 billion yuan in 2020, the profit of 1.636 billion yuan in the same period last year. Affected by the COVID-19 epidemic and the ultra-long rainy season, the sales price of the company’s products decreased compared with the same period last year, and the net profit attributable to shareholders of the listed company decreased compared with the same period last year.
It may be the second largest M&A in the history of A shares
If Tianshan’s restructuring plan is approved and implemented, it will be the second largest merger and reorganization in the history of the A-share market, according to Wind.
So far, there have been three major restructuring events of more than 90 billion yuan in China, namely, China Merchants Shekou’s acquisition of part of the shares of Qianhai Free Trade Investment, China Shenhua and Guodian Electric Power’s establishment of joint ventures funded by assets respectively, and the backdoor listing of GF Securities.
China Merchants Shekou, with A total transaction value of 145.8 billion yuan, is still the largest M&A and restructuring case in A-share market. In retrospect, on the evening of December 19, 2019, China Merchants Shekou joint capital increase joint venture company material assets reorganization report (draft) was released. According to the report, China Merchants Qianhai Industry, a subsidiary of China Merchants Shekou, and Qianhai Investment Holding plan to increase the capital of Qianhai Free Trade Investment (joint venture) respectively.
Specifically, China Merchants Qianhai Industrial Co., Ltd. increased its capital by 100% equity of China Merchants Chidi and 8.5 billion yuan in cash, while Qianhai Holdings Co., Ltd. increased its capital by 100% equity of Qianhai Hongyu. Among them, China Merchants Chidi 100% equity capital increase transaction consideration is 64.408 billion yuan, Qianhai Hongyu 100% equity capital increase transaction consideration is 72.908 billion yuan. The total transaction price is RMB 145.817 billion. After the completion of the transaction, the two parties respectively hold 50% equity of the joint venture company. The above – mentioned transactions constitute the reorganization of major assets of listed companies.
After the completion of the transaction, Qianhai Free Trade Investment (the joint venture company) will have assets of more than 100 billion yuan. China merchants shekou, said before the sea since the trade and investment (joint venture) will rely on China merchants shekou and sea before investment control in the industry planning, system innovation, the successful experience of development and construction, operation management and the advantages of resources, speed up the area development and construction, operation management and industry, city play to produce fusion effect, promote innovation elements concentration, improve the level of industrial development, implement the national strategy of “area”, make enterprises go global portal base, the construction of deep port cooperation platform carrier.