The Industrial Giant Reborn

Time soon came to the beginning of March, and Jardine Matheson Group once again ushered in a new shareholder vote. With the help of Niubijian, the shareholders' meeting was successfully passed. Chen Zhiwen's capital continued to grow with HK$830 million. The Keswick family, which has been clamoring for opposition, only has 10% of the voting rights by investing in and increasing the shares of Jardine Matheson Group, thus obtaining 34.9% of the shares of Jardine Matheson Group alone. Even if it has roped in some well-connected people, It cannot change the general trend. On the contrary, because of Jardine Matheson's targeted financing, the Keswick family's original 10% share of the stock has dropped to 7.8%.

Land Company, which originally held 34.9% of Jardine Matheson's shares, has reduced its shareholding to 28.6% due to this financing.

For Jardine Matheson, Chen Zhiwen holds 34.9% of the shares, and Land, controlled by Chen Zhiwen, holds 28.6% of the shares of Jardine Matheson. The total proportion exceeds 60%, officially triggering the acquisition invitation.

The same is true for Land. Two companies were triggered by the same person at the same time. This is the first time in Hong Kong history. Two companies that control each other will have this kind of problem. Once there are multiple acquisitions, they will trigger each other. This leads to a skyrocketing cost for the acquirer, thus forcing out other people or other consortiums who have ideas about this.

It's a pity that people in the Jardine family have no idea what a piece of land will be in the future. Even if a takeover offer is triggered, as long as the price is not super outrageous, Chen Zhiwen will definitely acquire it without hesitation.

However, according to the provisions of the law, triggering a takeover offer does not necessarily require a comprehensive acquisition, because in actual operation, it is very complicated. In many cases, the acquirer or even the company's own major shareholders may accidentally hold more than the upper limit of shares, so the law also Major shareholders will be allowed to liquidate. That is to say, if after exceeding the limit, they do not want a full acquisition or the acquirer finds that the cost is too high and wants to give up, then it can reduce its shares to 34.9% within the time specified by law, and at the same time, in the next two years No further comprehensive acquisitions may be proposed during the year.

How should Chen Zhiwen choose? It has become a topic of concern in Hong Kong. If you choose to withdraw, it means that the acquisition has been completely completed. If you choose to continue the acquisition, it will be another feast for the Hong Kong stock market.

On March 6, Hutchison Group President Zhou Jiayang, who represented Chen Zhiwen, officially held a press conference and announced that he would conduct a comprehensive merger and acquisition of Land, while Jardine Matheson chose to liquidate its excess shares. This matter will After the acquisition of Land is completed, the shares of Jardine Matheson in Land's hands will be cleared.

As for the purchase price for other Land shareholders, Hutchison Whampoa gave HK$8.2 per share, which was 30% higher than the average price of HK$6.3 in the six months before Chen Zhiwen became a shareholder of Land.

As soon as the news came out, Jardine Matheson's share price plummeted, and Land's share price soared instantly. However, almost all Land's shareholders were dissatisfied with the amount. They believed that Land's share price should be worth more.

But apparently the officials did not continue to struggle with this issue. Instead, they set up tables at several exchanges in Hong Kong to formally acquire Land's shares. Any investor who wants to sell his shares can come and exchange them for cash at any time.

"It seems that there are not many people coming to sell stocks." Chen Zhiwen looked at the somewhat deserted exchange below and said with a smile.

"Many people are indeed waiting for us to raise prices. Although the 30% increase is not low, compared with the stock price of Land before the real estate crisis, it is still far behind." Zhou Jiayang said.

"Since it is a real estate crisis, it is naturally impossible to follow the previous rules, at least not on the surface." Chen Zhiwen shook his head and said: "How is the communication with the shareholders of Land?"

Although there are a large number of shareholders, the ones who control the absolute number are those shareholders with a larger share. During the previous secret acquisitions, it was inconvenient to contact these people in many cases, and there may not be channels. But now with the cooperation of Niubijian , which is naturally much more convenient.

"Most of these people expressed their willingness to take action, but the price is the same as the people below. They all hope that we can increase it a little bit more." Zhou Jiayang said.

"Then what do you think we should do?" Chen Zhiwen asked.

"Break them one by one." Zhou Jiayang replied: "Because of Yizhi Mutual Control, we already hold almost 65% of Land's shares, and the remaining proportion is actually not high. As long as there is news in the market that we are constantly acquiring shares , then it will naturally cause tension among the remaining people, because once we acquire 80% of the shares, the rest will have no value, no matter whether we can do it or not, but such a large retail shareholder, they don’t know.”

"So are you going to hire someone to queue up to sell the stocks?" Chen Zhiwen said with a smile.

The essence of triggering a takeover invitation is to protect small shareholders and shareholders, but the capital market will not only care about them. Everything must be balanced. Otherwise, if a shareholder asks for a price that is dozens of times higher, it will also make the entire Will the acquisition by a large consortium fail? This will obviously disrupt many big business activities, and even competitors will buy a little bit in advance and then not sell, or the lion will open its mouth.

Therefore, the acquirer will also be protected during the acquisition. After 80% of the shares of the acquired company are acquired at one price, the remaining shares will be converted into bonds at a mandatory price. In other words, the acquirer obtains all the equity. , all other external equity will be converted into bonds.

Although this bond can theoretically be redeemed at any time, when big companies achieve their goals, whether they are birds or not is another matter. In addition, some companies will always improve a little before they are successfully acquired. The price is just not on the bright side, and subsequent bonds will definitely still lose money.

"There is a little trust, but not too many, otherwise it will be easy to be discovered, but no matter how you do it, you still need to get so many shareholders." Zhou Jiayang said.

"Okay, let's express our attitude to those shareholders. Those who sell their stocks to us first will have a certain amount of increase. The earlier they sell, the more stocks they have, the more benefits they will have, but they will definitely become less and less in the future. Specifically, Let them decide what to do." Chen Zhiwen nodded and said.

When it comes to privatizing a listed company, the price will definitely be raised in the future, but this cannot be done openly, because if the acquisition price is raised openly, it will only cause others to continue to wait. If it is not raised, everyone They are all waiting again.

Therefore, psychological warfare is very important. Various deadlines and various word games must be played well.

Of course, if it is a small company, then just raise the price directly, and there is no need to bother. However, for large companies like Land, the cost is too high and all kinds of extreme operations are required.

"Okay, I understand." Zhou Jiayang said.

Central, in a cafe:

"Lin Sheng, this is our separate quotation for you, please take a look." Chen Tianlong, vice president of the financial department of Hutchison Whampoa Group, said to a thin man about 50 years old in front of him.

Although it looks unattractive, the person responsible is the descendant of a wealthy Hong Kong man 60 years ago. Their family and business have declined, but they still own a lot of real estate in many places in Hong Kong. Just by collecting rent for a year, they can make a fortune. Earning tens of millions of Hong Kong dollars, they belong to some hidden rich people in Hong Kong.

Their family also owns 0.8% of Land shares. This ratio may not seem like much, but for a company of Land's size and a company that has been listed for decades, 0.8 percentage points is already quite significant. Many large groups in Europe have There may not even be 1% shareholders.

Because there are a lot of shares, it is worth meeting Hutchison Whampoa's senior executives in person, and at the same time, the acquisition price will be increased. After all, such a one-time acquisition of a high proportion of shares will save a lot of things, and the higher price is naturally reasonable. , maybe the time cost and labor cost required to acquire the same share of stocks from a group of small investors will be higher.

The thin man Luo Feng took the envelope, opened it, and saw that it was 9.2 yuan, so he said: "Sheng Chen, this 9.2 yuan is indeed 1 yuan higher than your public purchase price, but it is still too little. Two years ago, the price of Land shares started at 10.5.”

"Luo Sheng, you also said that it was two years ago and it was different from now. Besides, if the price two years ago was 3.5 Hong Kong dollars per share, do you think I should also pay 3.5?" Chen Tianlong said. He said calmly that he had experienced this kind of negotiation many times. Before joining Hutchison Whampoa, he was a senior trader at HSBC's Duoli, where he often negotiated with shareholders of acquired companies on behalf of Duoli. He is very clear about the thoughts of these people. People's mentality is actually the same, pursuing higher returns, and as representatives of their own customers, they naturally have to lower the price, and ultimately both parties reach a balance.

"What Chen Sheng said makes sense, but I still think the price is too low." Luo Feng also knew that his reasons were untenable, but he was still unwilling to just close the deal.

"Luo Sheng, you have to know that now we have most of Land's shares in our hands, and for shareholders like you, we have sent specialists to talk to each other. I have succeeded in several cases, and others have I’m not sure about that, and with some acquisitions in the open market, once the share reaches 80%, it will be like Land Drinking Milk back then, and the remaining 20% ​​will have no say.” Chen Tianlong added: "We have known each other for a long time. This price is already the upper limit required above. If you don't agree, if Hutchison succeeds in advance, you may not even be able to get 8.2."

"Really?" Luo Feng was a little hesitant. Although he didn't quite believe in this so-called friend he had known for a long time, they, the small shareholders, did not get any definite information about this matter. Back then, many people suffered losses when they purchased land to drink milk. Yes, everything really depends on gambling.

"Of course, you also know our boss's financial resources. He will definitely be able to accomplish what he wants to do. Now it has basically reached the last step. After passing this village, there will be no such store." Chen Tianlong continued.

"Okay, I need to go back and discuss it with my family. You also know the situation of our family. This kind of thing is not something I can decide alone." Luo Feng said.

"No problem, but you have to hurry up and contact me as soon as you are sure." Chen Tianlong nodded and said.

Half a month later, Hong Kong, Hutchison Building.

"Sheng Chen, we already hold 80.11% of the Land shares in our hands. Next, we just need to follow the process to privatize it." Zhou Jiayang came to report with a smile on his face.