Major Asset Restructuring "Killer" Loomed In A Day, Four Listed Companies To Terminate The Acquisition

A share market restructuring "failed" case sharply increased. In December 12th, four listed companies announced the termination of the purchase of assets on a trading day.

According to the twenty-first Century economic report reporter, Huatong heat failed to reach a consensus on the performance commitments, terminating the cash acquisition and the limited 70% stake; Dongxu blue sky terminated the issue of shares and paid for the purchase of Regent beauty stake; Gao Xinxing terminated the 51% stake of the attire; the potian environment terminated the issue of shares and paid cash to acquire the 60% stake of Sichuan high green Ping and raised matching funds.

In fact, not yet over half of December, 10 listed companies have announced the termination of the acquisition of major assets, and according to wind data, in December last year alone, only 3 failed to make the acquisition process.

"Recently, the phenomenon of intensive termination of mergers and acquisitions is mainly due to the large number of listed companies and many enterprises that are planning to merge and restructure. The whole policy level is still relatively relaxed. The termination of corporate restructuring is more because of the fact that the terms have not been discussed, and there are some objective reasons such as defects in assets, finance and laws." In December 12th, Peng Qinwen, chairman of new finance and acquisition Consulting Group, pointed out that

Merger and acquisition termination

There is no suspense. After announcing the failure of major asset reorganization, in December 12th, Dongxu blue sky, Bo Tian environment, Huatong thermal power and Gao Xinxing's four listed companies' share prices dropped to varying degrees.

Since the second half of last year, regulators have released the "loose" signal of the restructuring policy. For example, in October 2018, Chang Depeng, a spokesman for the securities and Futures Commission, said that in order to support the participation of quality enterprises in the merger and reorganization of listed companies, the interval between the planned reorganization and listing of IPO was shortened from 3 years to 6 months.

In June this year, the SFC further sought advice on Amending the management measures of major assets reorganization of listed companies. It intends to resume the restructuring and listing of supporting financing, and support multi-channel companies to invest in assets to improve cash flow and play a synergistic effect.

In a series of statements, the M & a market has gradually recovered. According to wind data, there are 366 new major reorganization cases since 2019, compared with 222 cases in the same period last year.

However, as enterprises' enthusiasm for M & a gradually improves, the failure situation also rises. Recently, a series of restructuring of listed companies has failed.

According to incomplete statistics, since November, 16 listed companies have announced the termination of the takeover. In twenty-first Century, combing reporters found that the reasons for the termination of corporate disclosure included the changes in the market environment of A shares, the absence of core provisions and the internal causes of listed companies.

In September this year, in order to further enhance the profitability of listed companies, Huayi Longda, a wholly owned subsidiary of the listed company, began planning a 70% stake in cash acquisition and energy saving limited liability company (hereinafter referred to as "limited and limited"), with a transaction price of 455 million yuan.

But in less than three months, the deal ended in failure. Huatong pointed out that due to the end of 2019, the performance commitment period was adjusted to 2020-2022 years, and the trading parties could not agree on the new performance commitments.

Over the same period, the acquisition of shares and payment of cash in Regent blue sky also ended. Listed companies point out that the parties can not reach agreement on some core contents, and it is difficult to reach a specific and feasible plan in a relatively short time to continue to promote this asset reorganization.

It is worth mentioning that not long ago, Dongxu blue sky controlling shareholder Dongxu group was thrown into a liquidity crisis. The Shenzhen Stock Exchange has sent letters to ask about the capital situation of Dongxu blue sky.

On the evening of December 11th, the Dongxu blue sky announcement delayed the reply to the inquiry letter. It said: "the company has about more than 200 subsidiaries. At present, it has completed about half the verification of the checking of the book money and the management of the dozens of subsidiary companies."

Policy environment change

Besides, capital market environment changes and financing timing are also important reasons for the termination of reorganization of listed companies.

According to the announcement issued by the Bo Tian environment, the reason why the company terminated the issue of shares and paid cash for the 60% stake in Sichuan high green Ping and raised the matching funds included the "market environment and the actual situation of the company" and so on. "During the planning period, there were many changes in the capital market environment, the timing of financing and the situation of the industry".

Public information shows that Bo Tian environment disclosed in July 3, 2019 the "notice on the issue of shares and payment of assets to pay for the purchase of assets", so far, the company's share price has dropped from 14.97 yuan / share to 8.76 yuan / share, and the market value has evaporated nearly 2 billion 600 million yuan, almost to the waist.

In the meantime, Bo Tian environment is frequent, except for a series of litigation disputes. In the three quarter of 2019, Bo Tian environment lost 240 million yuan. Subsequently, rating agencies in the new century and orient Jincheng and other rating agencies have lowered the main credit rating of the Expo environment, and the rating outlook is "included in the negative observation list".

Recently, the guarantor of the "G16 Bo Tian" bond, the financing guarantee of the Sino small and medium sized enterprises, launched a lawsuit against the Bo Tian environment and the relevant guarantor on the grounds of the dispute over the right of recourse, requesting the Bo Tian environment and the relevant guarantor to repay the compensation amount of over 310 million yuan. "Limited by Share Ltd" The lawsuit has been accepted by the second intermediate people's Court of Beijing, and the opening date is December 20, 2019.

"The two sides have no intention to reach an agreement, not unilateral. In addition to the consideration of the acquirer, if the performance of the listed company is uncertain, risks will also cause the target side to be more hesitant." Peng Qinwen said.

Further back, the listed companies such as Tian Yong, Li Man and other listed companies also stopped buying, while Huijin technology increased the purchase of 100% stake in Shang Tong technology, which was directly rejected by the SFC.

M & A is a relatively continuous and long-term business. It has strong intentions from the listed companies and the merged companies, especially now that the capital policy has an open attitude towards M & A. (termination reason) on the one hand may be financial problems, such as supporting financing is in place, and the other may be because (regulation) of the merger and reorganization of the audit more stringent and meticulous. In December 12th, Fu Lichun, director of Northeast Securities research, pointed out.

It is worth mentioning that with the increasing innovation in the capital market, the listing channels have been further widened. From the perspective of the target being acquired, the options can be more diversified.

For example, the two heroes who failed to get back this year failed to enjoy each other's entertainment. In November 25th, after the end of the "marriage" with Dongjing electronics, insiders pointed out: "as the new three board adjustment program enters the consultation and the registration system of the gem registration is about to be released, the listing channels of enterprises will become more open. For the mutual entertainment of heroes, the termination of the reorganization is not considering a better choice."

In November 8th, the SFC and the national stock transfer system released the first draft of the first 8 documents to the market. After the new third board market launched the selection layer, it will form the three tier market structure of the "basic level innovation layer - selection layer". At the same time, according to the arrangement of the supervision layer, the listed companies that will be listed in the selective layer for a full year will be able to apply for listing on the Shanghai and Shenzhen Stock Exchange.

"The reform of capital market system, such as registration system of gem, is indeed the underlying reason for the (termination of reorganization), but I do not think it is the root cause. The most fundamental reason is that the terms have not been reached. For the target side, it must be the best option for itself." Peng Qinwen said. (Editor: Li Xinjiang)