'Little Swan' finally flew into the 'beautiful' home. On the evening of October 23, Little Swan A (000418) announced that Midea Group (000333) intends to issue A shares, convert shares to merge and swan, and will not resume trading.
According to the announcement, Midea Group will issue shares to Little Swan Group and all the conversion shareholders outside TITONI, and exchange the shares of Little Swan A and Little Swan B shares held by these shareholders. The holdings of Midea Group and TITONI The Little Swan A and B shares are not involved in the share swap. These shares will be cancelled after the merger and merger.
Midea Group's share price is 42.04 yuan / share; Little Swan A share price is 50.91 yuan / share, B share conversion price is 48.41 Hong Kong dollars / share.
Little Swan will be discontinued
After the completion of this share swap and merger, Little Swan will terminate the listing and cancel the legal person qualification. Midea Group or its wholly-owned subsidiary will inherit and undertake all the assets, liabilities, business, personnel, contracts and all other rights and obligations of Little Swan. .
Midea Group will apply for listing on the main board of the Shenzhen Stock Exchange due to the additional shares issued by the merger.
After the implementation of the merger, the controlling shareholder of Midea Group is still the holding company of Midea, and finally the actual controller still enjoys the health. Therefore, this merger will not lead to changes in the actual controller of Midea Group.
Prior to this matter, Midea Group had directly and indirectly held 52.67% of the shares of Little Swan A and Little Swan B as its controlling shareholder, and the chairman of the US Group, the legal representative of Fang Hongbo also served as the chairman of Little Swan A. And legal representative.
In the past years, Midea Group and Little Swan have maintained the control model of their parent and subsidiary companies, and their mutual business still has certain independence. This restructuring will completely reunite the two parties in business and assets.
Before this merger and absorption, Little Swan was one of the most competitive companies in the washing machine industry. The number of exporting countries exceeded 160, and both export volume and export volume ranked among the top in the industry, forming a global strategic customer network.
According to the announcement, after the completion of the merger, Midea Group as a surviving company will help it fully integrate the internal resources of the washing machine sector, enhance the company's value by exerting synergies, and consolidate the industry leading position of Midea Group.
Midea Group and Little Swan intend to plan and integrate their global business to provide a more comprehensive and competitive product portfolio on a global scale.
Fully integrated washing machine business
The announcement believes that the integration will be more conducive to breaking through the global expansion bottleneck of Little Swan's single category; at the same time, Midea Group will also use the development advantages of Little Swan in the washing machine industry to achieve internal synergy in many aspects, and further enhance Midea Group in the home appliance industry. Status,
From a business perspective, Little Swan differs from the parent company's Midea Group in its diversification strategy, with almost 100% of its revenue coming from the category of washing machines.
In 2010, Midea integrated its Royalstar and Little Swan, and also intended to build Little Swan into the core platform of the washing group business of Midea Group.
Midea Group's washing machine manufacturing business is concentrated on Little Swan, but the brand still retains the beautiful 'double brand' strategy with Little Swan.
To this end, Little Swan will inevitably generate a large number of related transactions with the parent company's beautiful group. The announcement shows that the total amount of related transactions actually executed by Little Swan A in 2017 is 7.746 billion yuan, accounting for about 36% of the company's total revenue for the year. Mainly produced with Midea Group and its holding subsidiaries.
Little Swan A also expects to purchase raw materials and products in 2018, sell finished washing products and accessories, and accept the total amount of daily related transactions such as logistics and other services not exceeding 10.95 billion yuan.
According to the announcement, Midea Group's share swap will absorb the merger of Little Swan, which can completely solve the potential horizontal competition between the two sides. At the same time, the related transactions between Little Swan and Midea Group will be completely eliminated.
On the other hand, Little Swan's good performance and cash flow may also be one of the reasons why Midea Group promoted this restructuring.
In 2017, Little Swan A achieved a net profit of 1.506 billion yuan, 36 times more than the 40.40 million yuan held by Midea Group in 2008; the 2018 semi-annual report showed that Little Swan A achieved revenue of 12.057 billion yuan in the first half of the year, with a net profit of 9.02. 100 million yuan.
It is worth mentioning that Little Swan A had a book currency of 1.704 billion yuan at the end of the first half of this year.