Every reporter Li Na, every editor Peng Shuiping
On the evening of May fourteenthVideopokertableGuolian Securities issued an announcement disclosing a major asset restructuring plan, and the company plans to purchase a total of 100% of its shares in Minsheng Securities from 46 counterparties, including Guolian Group and Shanghai Lianquanyu Enterprise Management Co., Ltd., by issuing A shares.
At the same time, Guolian Securities announced that the company intends to issue A-shares to no more than 35 specific investors to raise matching funds. The total amount of matching funds raised does not exceed RMB 2 billion (including capital), and the number of A-shares issued does not exceed 2.Videopokertable500 million shares (including capital) shall be subject to the maximum amount of funds raised and the number of shares issued after being examined and approved by the Shanghai Stock Exchange and registered by the China Securities Regulatory Commission. After deducting intermediary fees and transaction taxes and fees, the supporting funds raised in this transaction are intended to be used for the development of Minsheng securities business.
It was previously announced that the fixed increase would be terminated.
On the evening of April 25, Guolian Securities announced the termination of the previous increase, and announced that Guolian Securities intends to purchase a total of 10.87 billion shares of Minsheng Securities held by 45 trading parties, such as Wuxi Guolian Development (Group) Co., Ltd., by issuing shares to purchase assets, accounting for 95.48% of the total share capital.
Guolian Securities further said that at present, the audit and evaluation of the target company has not yet been completed, and the transaction price involved in the purchase of assets by issuing shares this time, it will be based on the evaluation results of the evaluation report issued by the asset appraisal institution that complies with the provisions of the Securities Law and filed by the competent state-owned assets regulatory authority, and will be determined by the parties to the transaction through consultation.
The pricing base date for the purchase of asset issue shares is the announcement date of the resolution of the 16th meeting of the Fifth session of the Board of Directors. The average trading prices for 20 trading days, 60 trading days and 120 trading days before the benchmark date are 10.8 yuan per share, 11.08 yuan per share and 11.31 yuan per share, respectively. After friendly negotiation between the trading parties, the share issue price of this restructuring is the average trading price of A shares for 120 trading days before the pricing benchmark, that is, 11.31 yuan per share.
At the same time, three companies have also released relevant information.
Beijing Lear announced that Luoyang Lear, a wholly owned subsidiary of the company, plans to sell 147 million shares of Minsheng Securities to Guolian Securities. Time Publishing (600551) also issued a notice saying that the company intends to sell 73.4754 million shares of Minsheng Securities to Guolian Securities. Sophia (002572) announced that Guangzhou Sophia Investment Co., Ltd., a wholly owned subsidiary of the company, intends to sell about 294 million shares of Minsheng Securities to Guolian Securities.
The issue of goodwill often attracts much attention.
In the mergers and acquisitions of listed companies, the issue of goodwill often attracts much attention.
The Daily Economic News obtained a summary of the first quarter results presentation meeting of Guolian Securities in 2024. Guolian Securities said that in the merger and acquisition plan of Minsheng, the complementarity between the company and the people's livelihood is mainly reflected in the following three aspects: first, business complementarity. Minsheng's investment banking business and the company's wealth management business are expected to achieve a good combination; second, regional complementarity. The company's business in the Yangtze River Delta and Minsheng's business in Henan complement each other, especially in the field of retail business, the business scope of the two sides do not overlap; third, the mechanism is complementary. The company's low financing cost has a positive impact on the future development of people's livelihood capital-related business, and the reduction of financing cost will be a great help. In the long run, these complementarities are expected to form a strong joint force. However, the problem of goodwill may be inevitable in the short term. According to the assessment, the merger will generate more than 10 billion of goodwill, if the placement is taken into account. At the same time, there may be about 14 billion to 15 billion goodwill.
Guolian Securities further said that with reference to the experience in dealing with goodwill in the Citic Lyon acquisition, 80% to 90% of it was counted as goodwill, the remaining 20% as customer relations, and reduced the pressure on goodwill through year-to-year amortization. Secondly, in view of the complementarity of business, region and mechanism between Minsheng and Guolian Securities, these advantages will help to avoid the risk of goodwill impairment. Management is also optimistic about the annual assessment of goodwill and does not expect a significant impairment of goodwill under normal circumstances.
In addition, Minsheng's business structure has less derivatives business, mainly direct investment and secondary market business, so the merger with Guolian Securities will mainly contribute to the strengthening of the balance sheet.
The merged company will have larger financial statements and business scale, which is conducive to obtaining the corresponding business qualifications, and is expected to meet the relevant standards in 2024.
The non-bank team of Zhejiang Merchants Securities once analyzed and pointed out that in 2023, the total operating income, net profit, total assets and net assets of Q1~Q3 Guolian Securities ranked 32th, 28, 27 and 33 respectively among listed securities companies. If Guolian Securities and Minsheng Securities merge, then the total income, net profit, total assets and net assets of Guolian Securities can be raised to 18th, 17th, 20th and 18th respectively.