On the evening of May fourteenthOneeyedjacksvideopokerGuolian Securities disclosed a major asset restructuring plan to purchase a total of 100% shares of Minsheng Securities from 46 trading parties, including Guolian Group and Guoquanyu, by issuing A shares, and raise no more than 2 billion yuan (including capital) supporting funds. At the same time, the company will resume trading on May 15.
Plan to buy 100% stake in Minsheng Securities
On the evening of May 14, Guolian Securities announced that it planned to issue A shares to buy 100% of Minsheng Securities held by 46 subjects, including Guolian Group and Shanghai Lianquanyu Enterprise Management Co., Ltd.
Prior to this, on the evening of April 25, Guolian Securities announced the termination of the previous increase, and announced that the preliminary plan Guolian Securities intends to purchase a total of 45 Minsheng Securities held by Wuxi Guolian Development (Group) Co., Ltd. by issuing shares to purchase assets.Oneeyedjacksvideopoker.700 million shares, accounting for 95% of the total share capitalOneeyedjacksvideopoker.48%.
Guolian Securities further said that at present, the audit and evaluation of the target company has not yet been completed, and the transaction price involved in the purchase of assets by issuing shares this time, it will be based on the evaluation results of the evaluation report issued by the asset appraisal institution that complies with the provisions of the Securities Law and filed by the competent state-owned assets regulatory authority, and will be determined by the parties to the transaction through consultation.
The pricing base date for the purchase of asset issue shares is the announcement date of the resolution of the 16th meeting of the Fifth session of the Board of Directors. The average trading prices for 20 trading days, 60 trading days and 120 trading days before the benchmark date are 10.8 yuan per share, 11.08 yuan per share and 11.31 yuan per share, respectively. After friendly negotiation between the trading parties, the share issue price of this restructuring is the average trading price of A shares for 120 trading days before the pricing benchmark, that is, 11.31 yuan per share.
At the same time, on the same day, three companies also released relevant information. Beijing Lear announced that Luoyang Lear, a wholly owned subsidiary of the company, planned to sell 147 million shares of Minsheng Securities to Guolian Securities. Time Publishing also issued a notice saying that it intends to sell its 73.4754 million shares of Minsheng Securities to Guolian Securities. Sophia announced that Guangzhou Sophia Investment Co., Ltd., a wholly owned subsidiary of the company, intends to sell about 294 million shares of Minsheng Securities to Guolian Securities.
Raise matching funds of no more than 2 billion yuan
At the same time, Guolian Securities announced that the upper limit of raising matching funds should not exceed 2 billion yuan, and the specific offering price has not been determined.
Specifically, Guolian Securities intends to issue A-shares to no more than 35 specific investors to raise supporting funds. The total amount of matching funds raised this time shall not exceed RMB 2 billion (including capital), and the number of A-shares issued shall not exceed 250 million shares (including capital), the final limit shall be the amount of funds raised and the number of shares issued as examined and approved by the Shanghai Stock Exchange and registered by the China Securities Regulatory Commission. After deducting intermediary fees and transaction taxes and fees, the supporting funds raised in this transaction are intended to be used for the development of Minsheng securities business.
In the mergers and acquisitions of listed companies, the issue of goodwill often attracts much attention.
The reporter obtained a summary of the first quarter 2024 results presentation meeting of Guolian Securities. Guolian Securities said that in the people's livelihood merger and acquisition plan, the complementarity between the company and the people's livelihood is mainly reflected in the following three aspects.Oneeyedjacksvideopoker1) the business is complementary. Minsheng's investment banking business and the company's wealth management business are expected to achieve a good combination. 2) regions complement each other. The company's business in the Yangtze River Delta region and Minsheng's business in Henan complement each other, especially in the field of retail business, the business scope of the two sides do not overlap. 3) the mechanism is complementary. The company's low financing cost has a positive impact on the future development of people's livelihood capital-related business, and the reduction of financing cost will be a great help. In the long run, these complementarities are expected to form a strong joint force. However, the problem of goodwill may be inevitable in the short term. According to the assessment, the merger will generate more than 10 billion of goodwill, if the placement is taken into account. At the same time, there may be about 14 billion to 15 billion goodwill.
At the same time, Guolian Securities further said that with reference to the experience in dealing with goodwill in the Citic Lyon acquisition, 80 per cent of it was counted as goodwill, the remaining 20 per cent as customer relations, and reduced the pressure on goodwill through year-to-year amortization. Secondly, in view of the complementarity of business, region and mechanism between Minsheng and Guolian Securities, these advantages will help to avoid the risk of goodwill impairment. Management is also optimistic about the annual assessment of goodwill and does not expect a significant impairment of goodwill under normal circumstances.
In addition, Minsheng's business structure has less derivatives business, mainly direct investment and secondary market business, so the merger with Guolian Securities will mainly contribute to the strengthening of the balance sheet.
The merged company will have larger financial statements and business scale, which is conducive to obtaining the corresponding business qualifications, and is expected to meet the relevant standards this year.
The non-bank team of Zhejiang Merchants Securities once analyzed and pointed out that in 2023, the total operating income, net profit, total assets and net assets of Q1-Q3 Guolian Securities ranked 32nd / 28-27-33 among the listed securities companies, respectively. If Guolian Securities and Minsheng Securities merge, then the total income, net profit, total assets and net assets of Guolian Securities can be raised to 18, 17, 20, and 18 respectively.
(source: daily Business News)