On the evening of December 29, the listed company Orrider released a notice of adjustment of cross-border mergers and acquisitions plan. The acquisition of the core assets of Dutch Ampleon holding, the company originally intended to issue shares by way of the acquisition of Hefei Rui Cheng, Hefei Ruicheng holds Ampleon Holdings The parent company, Hong Kong-controlled 77.41% .However, holding the remaining shares of Hong Kong-controlled China Wealth does not give up with the right to sell its LP shareholder Huarong International and even reported to the Shanghai Stock Exchange .Ore Reid in November to terminate the reorganization, the new Adding acquisitions may add to the uncertainty.
On the evening of December 29, Oreder released the announcement on the adjustment of cross-border mergers and acquisitions plan. The Company changed its ownership of 100% equity of Hefei Ruicheng to the acquisition of a 16% stake in Hong Kong Rui Kong held by Hefei Ruicheng and China Wealth. The transaction amount Also rose from 7.185 billion yuan to 8.635 billion yuan.
The acquisition, attracting attention is the construction of broad assets in the eyes of people familiar with the semiconductor industry, its status as no less than buying and buying in the capital markets of the Group, with the Purple Group domestic mergers and acquisitions frequently eat different deflated abroad , Built wide capital twice won the semiconductor giant NXP's assets.
This time, the capital is to build the acquisition of the original acquisition of NXP's RF business into the listed company Orr. Perhaps to avoid backdoor, the transaction side in advance of the person under the control of Orrde left Hongbo company Rui Yue Transfer of assets, due to the transfer price has not been paid, Oreide once the resumption of the reorganization of this acquisition of additional assets, the transaction also a little more uncertainty.
Huarong International launched a fire
The cross-border mergers and acquisitions program adjustments, or with Huarong International's report, according to the Shanghai Stock Exchange December 5 inquiry letter shows that 'I recently China LP (China Wealth share of China Wealth 0.102, 0.00, 2.00% ) Financial Holding International reported that its claim to participate in the transaction.
The core asset of the deal is Dutch Ampleon Holdings, a merger of the two largest semiconductor giants. In March 2015, NXP announced the acquisition of Freescale for $ 11.8 billion, Antitrust investigation, NXP's RF business divestiture, sold to build a broad capital, that is, the establishment of Ampleon Holdings.
Hong Kong Credit Suisse is the parent company controlled by Ampleon, of which, Hefei Ruicheng owns 77.41% of Hong Kong Rui Control and China Wealth holds 22.59% of the equity.
Listed companies originally planned to issue shares by way of acquisition of 100% stake in Hefei Ruicheng, a total amount of 71.85 billion yuan due to China Wealth did not give up the right to sell, the program added a 16% stake in Hong Kong Rui Control acquisition, the corresponding transaction The price is tentatively set at 1.45 billion yuan.
In the original plan, Orrides proposed to raise 2.3 billion yuan of funds, as new acquisitions also need to raise funds to pay, so raise funds raised to 3.75 billion yuan, while the equity acquisition plus the amount of funds raised to reach 10.935 billion yuan.
From 7.185 billion yuan entirely by the acquisition of shares, changed to equity acquisition plus 1.45 billion cash acquisition, which may raise funds to the listed company more difficult.
Twists and turns
Interestingly, the reorganization of the major assets of Orride twists and turns .November 17, listed company announcement that the termination of major asset restructuring, and is preparing to hold an investor briefing on the afternoon of November 21.
Surprisingly, a sudden reversal of a few days later, the listed company canceled the investor briefings, and released on November 22 restructuring plan.
It should be noted that, O Reid is because the transaction equity transfer price has not yet paid to complete, as of now, the transaction has not yet paid the payment is completed.
Hefei Ruicheng originally by the Hefei letter Zhi, Beijing Jia Guang, Beijing Ruihong and Beijing Jia Kun holds respectively 57.80%, 42.05%, 0.09% and 0.05% of the shares, while Jianguang capital occurred at four companies of the enforcement branch Partners, and Beijing Rui Hong Beijing Jia Kun is also the shareholders.
May 2017, September and November, Hefei letter Zhi, Beijing Jia Guang and Beijing Jia Kun, Beijing Rui Hong, Hangzhou Rui Yue signed a share transfer agreement and the related supplemental agreement, agreed Hefei letter Zhi, Beijing Jia wide total to Beijing Jiakun, Beijing Ruihong, Hangzhou Rui Yue transfer Hefei Ruicheng 15.31%, 16.70% and 32.90% stake.
While shareholders of Hangzhou Ruiyue were Zuo Hongbo and Zuo Xin respectively, of which Zuo Hongbo is the largest shareholder of the listed company, and if the above transaction is completed, Hangzhou Rui Yue will hold 8.86% of the shares of the listed company, while Hefei Xinzhi, Beijing Jiaguang , Beijing Ruihong, Beijing Jiakun will hold a total of 18.07% stake in listed companies, Zuo Hongbo, Chu Shuxia couples will jointly hold 23.26% stake in the company.
If Hefei Xinzhi, Beijing Jiaguang will not transfer part of the shares to Hangzhou Rui Yue, the four companies together will reach 26.93% of the total share, more than Zuo Hongbo, Chu Shuxia couple holding shares, the actual controller of listed companies have the risk of change .
From this perspective, the advance transfer of Hefei Ruicheng shares, perhaps to avoid backdoor restructuring, but as of the plan disclosed, Hangzhou Rui Yue related payments have not been paid.
At present, part of the equity transfer paid by Hangzhou Rexroth is from a trust loan of Bohai Trust which does not exceed RMB1.5 billion and the term of the loan expires on January 19, 2018. As for the balance, Hangzhou Rexroth has not yet been involved with Related parties sign the final agreement.
Build a broad asset plan
It is reported that Jian Kwong Asset is a state-controlled asset management company focused on the investment and mergers and acquisitions of the IC industry and strategic emerging industries, with the major business objective of investing around the IC industry and other strategic emerging industries.
Among them, CCRE Capital shareholders are CCT Capital Management (Tianjin) Co., Ltd. and Jianping (Tianjin) Science and Technology Information Consulting Partnership (Limited Partnership), which hold 51% and 49% respectively of the equity interests, and CCT Capital Management (Tianjin) Co., Ltd. is also the parent company of CCB Huijin Investment, a wholly-owned unit of Central Huijin.
According to previous media reports, in 2015, CCB Capital acquired RF business from NXP at a cost of 1.8 billion U.S. dollars (equivalent to 11.682 billion yuan), and is now sold to the listed company Orret. Hefei Ruicheng owns Hong Kong Rui Controlled 77.41% stake, China Wealth sale of Hong Kong-controlled 16% of the shares, if the transaction is completed, Orrides will hold 93.41% stake in Hong Kong-controlled Swiss, the transaction price of 8.635 billion yuan, according to this standard, Hong Kong Ruikang Worth 9.896 billion yuan.
Two years ago bought 18 billion US dollars, now sold to listed companies at a discount, perhaps Jiankang asset fancy, A shares of the capital platform.Jian Guang Capital Assets Review Committee Chairman Li Bin has said: 'build a broad asset is to look at the long-term goal It will not give up long-term goals and positions for short-term interests. '
The original Hangzhou Rui Yue related funds have been unable to pay off, and the acquisition of new assets, but also to bring uncertainty to the transaction.If the reorganization delays in the completion, perhaps Jian Kwong assets may change the listed company into assets.