Polaris solar PV net news: suspended less than two months, bowei alloy (601137. SH) on the launch of a restructuring plan, along with the restructuring of the oven, the company’s main business is from copper alloys of non-ferrous metal cross-boundary to the new energy photovoltaic industry.
Broadway is the acquisition of the alloy Ningbo Kang Naite International Limited (hereinafter “Ningbo Kang Naite”), boweierte solar energy science and Technology Limited (hereinafter “Viet Nam boweierte”) is the main production base of the latter. Bowei alloy upper and lower market value of more than 5 billion yuan before the suspension, and the purchase price of up to 1.5 billion yuan, is big.
Shots while big spenders, but overestimate the value of result is that most of the gold and Silver were major shareholders Bo Group Ltd (hereinafter “Bo Wei group”) away and even finished the performance pledge, the company received hundreds of millions of Yuan in cash in advance is sufficient to cover possible future compensation.
Major shareholders exclusive of 900 million yuan in cash
On January 29, bowei alloy releases restructuring plan, to be sold 31.4465 million shares to 19.08 Yuan per unit, and pay 900 million yuan in cash, total value of 1.5 billion yuan to buy from big shareholders black group 6 Ningbo Kang Naite 100% owned by shareholders.
Meanwhile, bowei alloy to be not less than 22.46 Yuan per unit, no more than 10 to one particular object a non-public offering of no more than 1.5 billion yuan to raise matching funds, for a cash consideration and repay bowei alloy, Bank of Ningbo Kang Naite loans and liquidity required for related-party loans, supplementary Ningbo Kang Naite.
Before the acquisition, black alloy’s main products are copper alloy bars, wires and strip, acquisition, the company has one foot into the new energy photovoltaic fields.
Bowei alloy said Ningbo Kang Naite’s main business is energy, after the transaction is completed, the company’s main business will be “new business” Advanced “new business + new energy business” to form a two-wheel-drive industry and diversified business platform.
Ningbo Kang Naite and the black alloy acquisitions were not “outsiders”, its major shareholder bowei bowei alloy large shareholders of the group. With this acquisition, bowei group will take 900 million worth of gold and silver.
Ningbo Kang Naite January 2015 just by black groups formed, in December of that year and by the end of January 2016, bowei alloy son Xie Chaochun and actual control of four employees (and their close relatives) the partnership became the new shareholder of the company, while the black alloy has been suspended for several days.
According to the proposal, in a total of 1.5 billion yuan of “stock + cash” acquisitions, apart from the Bo group, major shareholder of shares of the other shareholders will receive 600 million Yuan on price, accounted for 60% value of 900 million yuan in cash from black groups alone, remaining shareholders would not share.
For reasons of large shareholders enjoyed a cash consideration, bowei alloy explains that due to optimization of equity concerns, as at the end of the third quarter of 2015, bowei bowei alloy rate groups and their concerted action near 70%, according to preliminary estimates, in accordance with the established price, after the deal black ownership group and the total number of people acting in concert more than 51%.
If black group also accepts payment of consideration, on the premise of supporting and financing was not successful, may result in the issuer does not meet listing requirements.
In addition, bowei alloy said, bowei group gets cash, without prejudice to the premise of competition, actively identifying suitable investment opportunities on a global scale, early cultivation of the hatch, and, in due course, through compliance with the deal into listed companies.
According to the announcement, the reorganization of the 1.5 billion yuan in supporting and financing, 900 million Yuan will be used to pay black group’s current trading price.
By the end of third quarter of 2015, Broadway book money of the alloy, but 124 million Yuan, company’s short-term borrowings of up to 485 million Yuan, the company’s own capital strength is obviously difficult to meet large shareholders paid the price.
If matching funding failed, bowei alloy smooth is going to be a question of the restructuring, the company need not worry about ownership concentration problems, but through equity issues, bowei alloy big shareholders are likely to hold 900 million yuan in cash in his arms.
In the acquisition, while Ningbo Kang Naite is the subject of takeover, but the company’s main assets are located in Viet Nam a subsidiary of Viet Nam boweierte, through a series of asset operations, Viet Nam boweierte one’s stock rose.
Ningbo Kang Naite main business for solar cell, development, production and sale of components, main products of polycrystalline cells and modules, Ningbo Kang Naite do not themselves engaged in the production of polycrystalline silicon solar cell, the company produced mainly by Viet Nam boweierte.
Acquisition plans displayed, Ningbo Kang Naite subordinates Viet Nam boweierte, and Hong Kong nice international new energy limited and boweierte solar (United States) limited three home full funding subsidiary, which Ningbo Kang Naite is responsible for for Viet Nam boweierte in China territory procurement wafer, raw materials, Viet Nam boweierte is responsible for solar tablets and the component of development, and production and sales, and United States market of sales main by Hong Kong nice of full funding subsidiary United States Bo Wiltshire is responsible for.
As the main asset of this acquisition Ningbo Kang Naite, Viet Nam boweierte completion until July 2014.
Viet Nam boweierte, founded on September 11, 2013, registered capital of us $ 50 million, currently Viet Nam boweierte has an annual output of about 280MW production capacity of solar cells and modules, June 2016 Viet Nam phase II production line is completed, will have an annual output of about 660MW production capacity of solar cells and modules.
End of December 2015, bowei group and Ningbo Kang Naite on boweierte solar energy science and technology limited, signed share transfer agreement, bowei group will hold Viet Nam boweierte 100% transfer to Ningbo Kang Naite, transfer pricing reference Viet Nam boweierte as at November 30, 2015 book net assets identified as 311 million Yuan.
Less than two months later, bowei alloy acquired Ningbo Kang Naite when company estimates has reached 1.5 billion yuan, the estimated value is approximately 392.74%, while Ningbo Kang Naite’s main asset is the subsidiary of Viet Nam boweierte. Dozens of days, Ningbo Kang Naite acquired assets worth around 300 million Yuan rolled over several times.
In fact, bowei alloy before it, Kang Naite bowei alloy and Ningbo and its subsidiary employees (or their close relatives) are at the same price stake in Ningbo Kang Naite. End of January 2016, including Cheng Shibo partnership enterprise in Ningbo Meishan bonded Harbor area (limited partnership), four employees (or their close relatives) shareholding enterprises to gain a stake in Ningbo Kang Naite 18.04%.
Due to these four employees (or their close relatives) shareholding enterprises and companies restricted share incentive plans intended to incentive objects overlap, hence companies are also announcing the end of August 2015 plan at the same time, the implementation of incentive scheme. Equity incentive object does not exceed the total number of 175 people, with four employee-owned companies totaling 174 people almost unanimously.
According to the value of 1.5 billion yuan, consisting of 174 people four employees (or their close relatives) reached 271 million yuan of investment holding company. After the acquisition is completed, four employee-owned companies will get black alloy price of total payment of 14.1756 million shares, bowei alloy’s small shareholders.
According to bowei alloy suspension front prices, four employees (or their close relatives) market value of the holding company has reached 352 million Yuan, profit is close to 30%.
Not only that, buying plans disclosed on the same day, bowei alloy notice bonus programmes, plans for every 10 shares of the company be converted into 10 shares, as well as to 2015 to achieve the net profit available for distribution 30% distribution of cash dividends to the shareholders.
Listed in five years, bowei alloy cash bonus scheme will be introduced every year, but there has been no dividend or be converted into share capital, and at the time of the firm’s first major acquisition, the company “timely” implemented a market high and transfer. If plan completed by the dividends, the new shareholders will reap dividends dividends.
As a response a high premium, Ningbo Kang Naite performance commitments also made a lot of money, is also the performance commitments the company sent to the regulators ‘ concern list.
Commitment to performance information
Just set up the second half of 2013 Viet Nam boweierte, 2014 is completed and put into operation in the second half. Therefore, Ningbo Kang Naite performance on track. Purchase report shows that from 2014 to 2015, Ningbo Kang Naite revenues were 89.3177 million Yuan, 356 million Yuan net profit-21.9847 million Yuan and 15.1021 million Yuan respectively.
Meanwhile, Ningbo Kang Naite Xie Chaochun and two major shareholders before black groups commitment to 2016 to 2018, Ningbo Kang Naite net profit of not less than 100 million and 117 million Yuan and 134 million Yuan.
If the transaction completed in 2017-, profits adjust commitment period to 2017 to 2019, Ningbo Kang Naite annual net profit of no less than 117 million Yuan, 134 million Yuan, 150 million Yuan. Worth noting is that group made performance commitments are only black and Xie Chaochun, four assault shareholder employees (or their close relatives) holding companies are not involved in the performance pledges.
Ningbo Kang Naite 2015 but more than 15 million yuan in net profit, 2016 commitments performance is as high as 100 million Yuan, but the promised earnings growth after 2016 but quickly fell back to less than 20%, so “roller-coaster” type of performance commitment naturally attracted market attention. Meanwhile, regulators have focused on black alloy acquisition performance commitments.
Bowei alloy disclosure letter of inquiry in the SSE shows, calculated according to the Ningbo Kang Naite 2015 15.1 million yuan in net profit, the company’s price-earnings ratio of 99 times, much higher than the comparable listed companies in the same industry, Shanghai Stock Exchange requires companies to make 1.5 billion valuation of reasonable explanation.
Commitment to performance net profit of hyper growth, Shanghai Stock Exchange requirements bowei alloy combined with Viet Nam boweierte current and phase II production line after the completion of the whole production, sales, 2016 quantitative analysis company to a net profit of not less than 100 million Yuan, and in 2015, an increase of nearly six times the reason and rationality, and the subsequent commitment period, cause of growth in net profit to decline rapidly.
Original title: bowei alloy asset purchase move