On Merger And Reorganization, Enterprises Shrank By More Than 50% Behind The Scenes: Role Transformation Of "Hunter" And "Prey"

Recently, Shanghai and Shenzhen stock exchanges have revised the rules for the examination of merger and reorganization under the registration system, among which the gem has further clarified the channel requirements of "rapid audit" to improve the audit efficiency.

However, looking at the M & a market in 2021, although the new regulations on M & A and refinancing were implemented as early as 2019 and 2020, which lifted many unnecessary restrictions, the M & A transactions are still in a downturn.

According to wind data, since 2021, as of the evening of June 25, there are only 19 enterprises that have been merged and reorganized, which is more than 50% lower than that of 42 enterprises in the same period of 2020. However, the passing rate has increased. From January to June 2021, 17 enterprises have passed the meeting, accounting for 89.47%, while in the same period of 2020, the passing rate is only 85.71%, and six enterprises are rejected.

At the moment when high premium trading is limited and industrial M & A is becoming a trend, 2021 continues the "rational" M & a trend of the past two years.

It is worth mentioning that the 21st century economic reporter statistics found that, unlike the previous years, listed companies as "hunters", the trend of industry integration in recent years, as well as the pattern of market differentiation, make more and more listed companies become the "prey" of big buyers.

This trend is mainly reflected in two aspects, one is the resurgence of a new round of card raising tide.

According to the reporter's tracking, since this year, Omar electric, Dalian Shengya, Wantong technology, Baoan of China and other listed companies have been targeted by external capital, and their control rights have changed.

On the other hand, the market-oriented merger and acquisition between listed companies (hereinafter referred to as "a eat a") is on the rise.

According to statistics, since 2021, there have been 7 "a-eating-a" cases, of which 3 are merger and acquisition and 5 are control acquisition.

In the whole year of 2020, there will be only eight similar "a eat a" incidents.

A-share enterprises encounter capital "hunting"

Different from the fanatical extension merger and acquisition four or five years ago, in recent years, affected by the capital situation, regulatory policy guidance and market environment, A-share listed companies have become more and more rational towards restructuring.

According to wind data statistics, as of June 25, A-share listed companies have announced a total of 50 acquisitions as buyers, which is basically the same as that of 52 companies in the same period of last year, but it has decreased significantly compared with earlier years.

In contrast, the acquisition of A-share listed companies has become more and more prosperous in the silent M & a market.

On the one hand, the transfer of control shares continues to be active, on the other hand, the acquisition or merger between a shares and a shares is also increasing.

According to incomplete statistics by reporters, since this year, as of June 25, about 60 listed companies have announced changes in control rights. Among them, there were 15 cases in which the actual controllers were state-owned assets after the change of control rights in the first half of the year, accounting for about 1 / 4 of the total changes in control rights in the whole market; There were 32 cases in which the actual controller was a natural person after the change of control right, and 13 cases in which there was no actual controller after the change of control right.

Compared with 2020, the activity of state-owned assets has decreased, but it is still one of the most active forces in the market. However, compared with the pure merger and acquisition of shell companies, more and more state-owned enterprise platforms are based on the perspective of industrial merger and acquisition, and can give certain empowerment to listed companies.

For example, in the case of a recent "change of owners" planning event, the case of Runbang shares changing ownership of Guangzhou state owned assets (Guangzhou Industrial Investment Holding Group Co., Ltd., hereinafter referred to as Guangzhou industrial control), the public information shows that Guangzhou industrial control was established in 1978, and it has two listed companies, Shanhe Zhineng and Jinming precision machinery, as well as several well-known brands such as Guanggang, Wanbao, Wanli and Wuyang, Its main businesses include high-end machinery and equipment, refrigeration and home appliance industry, rubber chemical industry, auto parts, material manufacturing, and supply chain services.

Guangzhou Industrial Control Co., Ltd. promised to support Runbang to expand equipment business and environmental protection business in the South and set up a high-end equipment manufacturing base. In the follow-up, it will support the target company to strengthen and expand the scale of relevant industries through fixed increase financing. The company will also integrate its advantageous resources to help Runbang expand its high-end equipment business in the southern market, including offshore wind power equipment, offshore engineering equipment, port equipment, and other related markets and businesses in the field of environmental protection.

It is worth mentioning that, in addition to the agreement transfer, more and more purchasers have chosen not to negotiate with the original shareholders but directly through the secondary market bidding transaction.

According to the incomplete statistics of 21st century economic report reporters, since 2021, as of June 25, 29 listed companies have been raised. Among them, Omar electric, Hecheng and other companies have been raised for many times.

From the perspective of enterprise characteristics, most of these listed companies have dispersed equity, the market value of listed companies is underestimated relative to the internal asset value, or the development of the original main business of listed companies has encountered bottlenecks, most enterprises have no actual controller or the original controlling shareholders are in debt crisis.

"Because of the decentralization of ownership, the acquirer can get more shares than the current major shareholders and control the listed companies. In the case of the former controlling shareholder falling into debt crisis, even if the current actual controller has a high proportion of shares, due to the high debt, the shares of the listed company held by the former controlling shareholder are pledged at a high proportion. In the face of hostile takeover, they are not able to carry out targeted increase in holdings, and may directly trigger the debt crisis because of losing the control right of the listed company. " Ruan Chao, the founder of Fuxin capital, pointed out.

On the other hand, it is also related to the current market differentiation.

"A eat a" is popular

The registration system continued to advance, and the differentiation pattern of the A-share market was intensified.

As of June 25, 967 listed companies with a market value of less than 3 billion yuan, accounting for 22.15%, and 2967 listed companies with a market value of less than 10 billion yuan, accounting for more than 68%. Under this opportunity, more and more institutional investors began to look for "low value depression".

"Since the reform of the registration system, the" 28 February effect "of the capital market is obvious, and the resources are concentrated in the head companies. Many small and medium-sized listed companies are very cheap in valuation, which is actually a very suitable target for merger and acquisition." Ruan Chao, founder of Fuxin literature and art.

Pan Helin, executive director and professor of the Digital Economy Research Institute of Central South University of Finance and law, also said: "the" 28 February differentiation phenomenon "in the capital market has highlighted the value of some listed companies' stock targets. The market card raising is a new round of value discovery. Some listed companies have limited business growth, but through integration, they can combine with the existing business of other enterprises, Release new industry vitality. "

In addition to the frequent attention of large external capital, "a eats a" is also more frequent under the boom of industrial M & A.

Since this year, the cases of listed companies with the same industrial background have been frequently seen. In January, Chengfa environment shares were exchanged for shares to absorb and merge the environment; Wangfujing shares were exchanged to merge the first commercial shares; Longyuan Electric Power Co., Ltd. was merged with * ST Pingneng; and Kaiser tourism was merged with Zhongxin tourism.

One of the most typical is the marriage between Caesar tourism and Zhongxin tourism.

It not only reflects the new ecology of M & A at present, but also is a key case of "group heating" for the industry leader.

According to public information, Caesar tourism is the leader of traditional outbound tourism industry. It was founded in 1993 and started from Germany's local travel agency. In 2015, Casa's shares were listed on the stock market. At present, it is mainly engaged in outbound travel, inbound travel, domestic travel and other travel agency business, as well as aviation and railway catering business. Before the outbreak of the epidemic, tourism service revenue accounted for about 85%, which was the core business of the company.

Zhongxin tourism is one of the largest outbound travel wholesalers in China, which was established in 1992 and listed in IPO in 2014. At present, it has established a network of travel agency agents covering the whole country. As a professional travel service e-commerce website, Zhongxin tourism network provides tourists with one-stop and all-round tourism services, such as group tour, free travel, hotel reservation, visa service and member service.

Since the outbreak of the epidemic, outbound tourism enterprises have encountered setbacks, and both Kaiser tourism and Zhongxin tourism have suffered losses.

After the huge loss in 2020, the performance of the two companies still shows no obvious improvement in 2021. In the first quarter of 2021, the revenue of Kaiser tourism industry is about 240 million yuan, down 67.91% year on year; The net loss was about 94.09 million yuan; During the same period, Zhongxin's tourism revenue was about 85.17 million yuan, down 92.54% year-on-year; The net loss was about 74.64 million yuan, down 156.82% year on year.

The relevant staff of Caesar travel industry pointed out that Zhongxin tourism mainly engaged in tourism wholesale, while Caesar tourism mainly engaged in retail. The business of both sides had certain complementarity, and the merger of the two companies was mainly for strategic consideration. If it can be successfully integrated, it will have different influence on the control of market, product and destination resources.

Industrial merger and acquisition is becoming the mainstream

In addition to the merger and listing, the acquisition of control rights between A-share listed companies is also more frequent.

Since the beginning of this year, there have been five cases in which A-share companies have acquired A-share companies, including Yuyuan group's acquisition of 29.95% equity of shede liquor, Zhuhai port's acquisition of 25.01% of xiuqiang's shares, Nangang's acquisition of 14.42% of Wansheng's shares, Midea's acquisition of 29.09% of Wandong's shares and Longji's acquisition of 27.25% of Centek's shares.

From the point of view of the purpose of acquisition, most of them are in the upstream and downstream or vertical industry development, or have certain business cross.

"Due to the market space, competition pattern and successors of their industries, many companies have gone through a period of rapid development after their listing. These companies often have certain competitive advantages in the subdivision industry and industrial chain, so they have the value of being acquired. From the perspective of financial returns, the market value of the shares of listed companies held by the actual controller will not see a prospect of substantial growth in the future, but will face the risk of the decline of the competitiveness of the listed company itself and the market value of the listed company will shrink. In this case, it is a good choice to choose to sell actively. " Ruan Chao pointed out.

The 21st Century Capital Institute Federal Reserve Securities Acquisition Research Center also predicts that 2021 will be the beginning year of A-share M & a 2.0 era. After A-shares enter the era of M & a 2.0, the number of cross-border M & A will continue to shrink, and industrial M & A will become the mainstream of M & a market. Especially, the leading enterprises and core competitive enterprises with higher stock price increase in recent years will be the preferential beneficiaries after the rebound of the new round of M & a market, and will truly realize the "1 + 1 > 2" M & A integration effect, The phenomenon of "a eating a" will appear frequently.

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