Three Billion Whale Swallows, Mengniu'S Favorite "Cheese" Miaokelan, How Fragrant Is It?

Mengniu Group, which has long been in love with Miao Ke Lan Duo, is finally about to achieve his wish.

On the evening of December 13, miaokelando (600882. SH), which had been suspended for many days, issued 18 announcements in succession to launch a new fixed increase plan. It plans to raise no more than 3 billion yuan in private shares and issue no more than 101 million shares. The shares to be issued are to be fully subscribed by Inner Mongolia Mengniu Dairy (Group) Co., Ltd. (hereinafter referred to as "Mengniu Group") in cash.

It is worth mentioning that according to the upper limit of the number of non-public offerings, the shareholding ratio of Mengniu to miaokelando will rise from 5% to 23.80% after the issuance, and the controlling shareholder of the listed company will be changed from chaixiu family to Mengniu Group.

The market had a strong response to Mengniu Group's entry. On December 14, miaokelanduo closed at a price of 43.09 yuan / share.

Mengniu wins

According to the non-public offering plan, Mengniu Group has become the owner of miaokelanduo after it has invested 3 billion yuan to subscribe for 101 million shares.

According to the announcement, "within 12 months from the date of the completion of the non-public offering, Chai Xiu and the persons acting in concert voluntarily give up the voting rights of the listed company corresponding to the direct and / or indirect holding of all the shares of the listed company; within 13 to 72 months from the date of the completion of the non-public offering, Chai Xiu and the persons acting in concert voluntarily give up After such voting rights are abandoned, Chai Xiu shall ensure that the voting rights of the listed company held by Inner Mongolia Mengniu and its persons acting in concert are higher than 10% of the voting rights held by Chai Xiu and the persons acting in concert. "

In terms of board seats, according to the plan, after the completion of the non-public offering, the board of directors of the listed company will be composed of nine directors. Mengniu has the right to nominate six seats: four candidates for non independent directors and two candidates for independent directors; Chai Xiu has the right to nominate two non independent directors when Chai Xiu's shares are no less than 10% of the total capital stock of the listed company at that time Candidates for independent directors and one candidate for independent directors.

The board of directors of Mengniu company shall perform the necessary procedures for the listing of the board of directors. In addition, Mengniu Group has the right to recommend a chief financial officer to the listed company, and recommend middle-level and other senior managers such as internal control, compliance and quality according to the needs of listed companies.

At this point, Mengniu Group has a comprehensive control of miaokelando, and the victory is in hand.

At present, the plan of Mengniu Group holding miaokelando still needs to be deliberated and approved by the shareholders' meeting of miaokelando, as well as the relevant reply from the Anti Monopoly Bureau of the State Administration of market supervision and administration and the approval of the CSRC.

Hand in hand for three times

Mengniu Group's accession to the master of miaokelanduo is full of twists and turns.

On January 6, this year, Mengniu Group invested 287 million yuan to transfer 5% shares of the listed company miaokelando, and increased its capital to Jilin Guangze Dairy Technology Co., Ltd., a wholly-owned subsidiary of miaokelando, with 458 million yuan in cash, and obtained 42.88% of its shares, with a total investment of 745 million yuan.

In March, Mengniu Group participated in the first fixed increase plan launched by mycorando.

The fixed increase plan is that Mengniu Group plans to invest 315 million yuan to subscribe for 20.78 million shares of miaokelando.

However, on August 23, miaokelando unexpectedly announced the termination of this plan for non-public offering of shares on the basis of "comprehensive consideration of the latest regulatory requirements, the capital market environment and the actual situation of the company".

Although the cooperation between the two sides has not been terminated. On the day of the announcement of termination of the fixed increase, miaokelando, chaixiu and Mengniu signed the supplementary agreement to the strategic cooperation agreement on August 23, extending their previous cooperation with each other.

"For the first time, the top-level design of Mengniu Group is not fully in place. This time, Mengniu holding miaokelando will have a better guarantee for its overall operation, and it will also provide support for Mengniu's future development in two segments of low-temperature milk and cheese, and even to compete with Yili. "On December 14, Zhu danpeng, a Chinese food industry commentator, analyzed and pointed out to the 21st century economic reporter.

The mystery of Mengniu's infatuation

Miaokelando said that the company is the only A-share listed company with cheese as its core business in China. It owns brands such as "miaokelando", "Guangze" and "AoChun Ranch". Its product series covers stick cheese, growth cheese, triangle cheese, small cheese, fresh cheese, etc., and provides butter, cream, condensed milk and other products for catering and industrial users.

It is undeniable that the cheese business of miaokelando has risen rapidly and has become the company's largest business sector: from 2016 to 2019, the sales volume of miaokelando cheese were 4019.12 tons, 5804.95 tons, 10542.38 tons and 18069.66 tons, respectively, with the sales growth rates of 44.43%, 81.61% and 71.40% in the last three years.

From the perspective of industry distribution, according to Euromonitor data, the top five brands in China's cheese industry in 2019 are bagefour, lucerne, Anjia, kraft and miaocolando, which jointly share 42.3% of the domestic market share. Among them, bagefour, which is owned by French health care group, occupies 22.7% of the total market share, while mycorando ranks fifth with 4.8% market share, which is the only one among the top five Domestic brands.

In addition, in the field of children's cheese, the brand status of miaokelando is second only to bagefour, ranking first among domestic brands.

As a domestic dairy giant, Mengniu Group has not tried its cheese business. It set up a cheese division in 2018 and cooperated with European dairy giant Arla in 2019 Foods has set up a joint venture company, Aishi Chenxi dairy products import and Export Co., Ltd. to expand the subdivision fields of children's cheese, leisure cheese and table cheese, and launched the future star, cheese fun shell and other products.

However, at present, the market share of Mengniu Group is still not as good as that of miaokelando, ranking No.7.

According to the annual report of 2019, the revenue of other products including cheese business of Mengniu Dairy industry is only 721 million yuan, accounting for less than 1% of the total revenue. In this context, the "cheese first share" miaokelanduo will naturally become the favored object of Mengniu Group.

According to the non-public offering plan, Mengniu Group has become the owner of miaokelanduo after it has invested 3 billion yuan to subscribe for 101 million shares. -Visual China

How about the future of miaokelanduo under the leadership of Mengniu?

According to the statistics of 21st century economic report, Mengniu Group and miaokelando have cooperated with each other for a long time in the aspects of OEM growth cheese, OEM cheese stick, purchase of mozzarella cheese block and raw milk.

In 2019, the purchase amount of Mengniu Group from miaokelan is 6.8907 million yuan, 2.4882 million yuan, 6.7762 million yuan and 84.6741 million yuan respectively, reaching about 100 million yuan in total. From January to November in 2020, the amount of purchasing from miaokelan by Mengniu Group is 8.136 million yuan, 50.6358 million yuan, 4.382 million yuan and 69.2385 million yuan respectively, reaching 192 million yuan in total.

With the help of Mengmiao dairy products Co., Ltd.'s comprehensive management experience and strong management team, Mengmiao Dairy Co., Ltd. will be able to expand its business and expand its business in Inner Mongolia ?！?/p>

The 3 billion yuan raised this time, miaokelando said, will be used for the intelligent production and processing project of Shanghai characteristic cheese, the comprehensive processing base project of Changchun characteristic dairy products, the processing and construction project of Jilin original cheese, and the supplement of working capital.

Of course, it is also a hot potato group.

In the past few years, relying on the mass media's extensive advertising and publicity of elevators, it has not only brought popularity to miaokerando, but also highlighted its short board of high sales costs.

In 2018, 2019 and the first half of 2020, the sales expenses of miaokerando were as high as 205 million yuan, 359 million yuan and 301 million yuan respectively, of which, the major part was advertising and publicity expenses, with the sales expense rates of 16.74%, 20.6% and 27.78% respectively, which increased significantly year by year.

In addition, although the revenue scale has leapt from 982 million yuan in 2017 to 1.74 billion yuan in 2019, the net profit growth of miaocolando in these years is not stable.

From 2017 to 2019, the net profits of miaokerando attributable to shareholders of listed companies were 4.2786 million yuan, 10.6406 million yuan and 19.2299 million yuan respectively, of which non net profits deducted in 2018 and 2019 were losses. From January to September in 2020, the net profit of miaokerando to shareholders of listed companies is 52.84 million yuan.

Miaokelando also said frankly that the company's asset liability ratio is relatively high, and current liabilities account for a large proportion. By the end of September 2020, the company's consolidated asset liability ratio was 40.12%, and the current liabilities in consolidated statements accounted for 70.12% of the total liabilities.

In addition, the 21st century economic reporter found that on the evening of September 4, three months ago, Chai Xiu released the pledge of 5 million shares and then pledged it. The pledge financing was mainly used to supplement the working capital of Guangze investment, an affiliated company. As of the announcement, of the 76.1036 million shares directly held by Chai Xiu, 72 million shares have been pledged, with a pledge rate of 94.6%.

Market participants pointed out that in this context, Mengniu Group's blood transfusion will undoubtedly provide adequate financial support for miaokelando.

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