Yan Na, a trainee reporter of this newspaper, reported from Cheng Peng and Cheng Peng
The acquisition plan, which lasted more than a year, was terminated on the grounds of "changes in the market environment". Recently, *ST Baode (300023.SZ) issued an announcement that it had planned to purchase the controlling interest of the famous family by paying cash, but due to changes in the market environment, there is a greater risk of uncertainty in continuing to promote the restructuring at this stage, so it terminated the major asset restructuring of the famous family by paying cash.
The acquisition plan began in July 2020, when *ST Baode announced the acquisition of the liquor industry circulation enterprise famous shijia, the company's stock price rose continuously, last September the stock price reached 16.16 yuan / share of the highest value, after the announcement of the "marriage" failure, the stock price fell, as of the close of December 3, the stock price closed at 6.55 yuan / share, a decline of more than 59%.
"The termination of the acquisition is actually more affected by the alcohol market and the economic environment." Ma Fei, a brand management expert and chairman of Jiudu Consulting, said, "The termination of the acquisition has little impact on the famous family, and for *ST Baode, the top priority is to protect the shell. In addition, he also believes that after the termination of the acquisition, the Beijing Stock Exchange may not be an ideal choice for the famous family to choose to be acquired or to achieve a curve listing with the help of *ST Baode.
A history of acquisitions with twists and turns
In July 2020, *ST Baode disclosed that it intends to acquire no less than 52.96% of the shares of The Famous Family by paying cash, and the counterparty to the transaction promises to actively communicate with other shareholders of the Famous Family and strive to promote the transfer of 100% of the shares of the Famous Family to the listed company. At that time, this announcement attracted widespread attention in the industry, due to the disparity in revenue between the two sides and the ability to pay *ST Baode.
According to the financial report data of both sides, the famous family achieved revenue of 843 million yuan and net profit of 52.3491 million yuan in 2019. The acquirer* ST Baode achieved revenue of 125 million yuan and net profit loss of 387 million yuan in 2019. In this regard, the Shenzhen Stock Exchange issued an inquiry letter to *ST Baode, requesting clarification on the ability to pay and the feasibility of the acquisition.
In December 2020, *ST Baode once again announced that it intends to acquire 89.7599% of the shares of The Famous Family for 1.122 billion yuan in cash, and after the completion of the acquisition, the Famous Family will become a holding subsidiary of the listed company. However, as of the end of the third quarter of 2020, the monetary funds on the books of Baode shares were only 270 million yuan, and the total assets were 560 million yuan. In the acquisition announcement, Boyd said that it was not enough to fully pay the consideration for the acquisition transaction, and would raise funds through bank M&A loans, asset-backed financing and third-party financial support.
Fast forward to this year, and the acquisition plan has changed again. In June 2021, *ST Baode announced that it would adjust the original transaction plan to pay cash to purchase 51% of the shares of the famous family held by 43 counterparties including Chen Minghui, with a transaction price of 534 million yuan. After many changes and inquiries, *ST Boyd's acquisition plan for the famous family was finally terminated recently.
For the reasons for the unsuccessful acquisition, Cai Xuefei, an expert in the liquor industry, said that the direct reason for the termination of the acquisition may be that in the macro context, capital into the liquor industry tends to be rational, in addition, the growth rate of China's liquor industry in the second half of the year is slowing down, the competitive advantage of the famous family as a circulation enterprise is not obvious, and as the acquirer of Baode, the empowerment is relatively limited.
It is worth noting that the two sides have also set up a performance bet for this transaction. According to the announcement of Baode shares, in the next four years, the total net profit attributable to the owners of the parent company after deducting non-recurring gains and losses of the famous family is not less than 493 million yuan, that is, not less than 80 million yuan, 104 million yuan, 135 million yuan and 174 million yuan from 2020 to 2023, respectively. According to the financial report, the non-net profit of the famous family in 2020 was 79.28 million yuan, which did not reach the target of the bet, and whether the commitment to complete the bet in the next few years is still full of challenges.
Capital chases liquor tends to calm down
According to the 2020 annual report, *ST Boyd's main business is oil exploration and development, accounting for 78.55% of revenue. The reporter flipped through its financial report and found that from 2018 to 2020, *ST Baode's net profit was a loss for three consecutive years. Since the non-net profit in 2020 was -13.0074 million yuan, and the revenue after special deduction was 25.6435 million yuan, the company had the risk of delisting. Therefore, for the original intention of acquiring the famous family at that time, Baode shares said that the transaction is conducive to enhancing the listed company's ability to continue to operate and improving the asset quality and profitability of the listed company.
According to the data, due to the advantages of high profitability, strong consumption, and anti-cycle, the liquor sector has become hot in recent years. Recent years include 002416. SZ), Mount Emei A (000888.SZ), Laifen (603777. SH), *ST Tiancheng (600112.SH), Rock Shares (600696. SH), Zhongxing Mushroom Industry (002772. SZ), Jihong Shares (002803. SZ) and many other companies have been involved in the liquor industry.
Under this liquor boom, the stock market has appeared to "rise when it is dipped in wine". It is reported that snack stocks once won 5 up and down boards in 8 days after coming to Yifen to "dip wine"; rock shares gained 38 up and down boards in half a year due to the replacement of liquor tracks. From this point of view, it is not surprising that *ST Baode wants to seek diversification and profitability through the layout of the wine industry.
The reason why *ST Baode will choose the famous family, liquor marketing expert Xiao Zhuqing believes, "After more than 10 years of development, the famous family has accumulated a relatively mature single-store profit model and a perfect system operation model in the field of liquor circulation, which is a relatively stable investment." ”
*ST Baode attaches great importance to the layout of the liquor industry. According to the previous acquisition announcement, after the completion of this acquisition, Baode Shares will divest the oil drilling and production electronic control system and automation products business and related assets, its main business will undergo fundamental changes, and the liquor circulation business will become one of the company's main businesses. In addition, when the acquisition of the famous family has not yet been determined, in February this year, *ST Baode established Tianlu Shengshi (Beijing) Wine Co., Ltd., and docked with upstream well-known wine producers and downstream wine distributors to carry out wine circulation business. Regarding how Tianlu Shengshi (Beijing) Liquor Co., Ltd. will operate in the future and the layout of *ST Baode in the wine industry in the future, the reporter sent an interview letter to *ST Baode, and as of press time, no reply has been received.
However, "cross-border drinking" is not an easy task. Not long before that, Zhongxing Mushroom Industry, Jihong Shares, etc. have successively announced the termination of the acquisition of liquor companies, it is worth mentioning that the reasons for the termination of the acquisition of the two are the same as *ST Baode, all of which are "reasons such as changes in the macro environment of the market".
"The recent termination of a number of liquor mergers and acquisitions is actually caused by changes in the entire capital environment." Cai Xuefei believes that "cross-border enterprises involved in the liquor industry essentially want to take advantage of the heat of the liquor sector to share a piece of the pie, before the liquor industry showed a state of excessive capitalization, and in recent times, the development of the liquor industry has gradually shown benign development, and the entry of capital has become more rational." ”
Or turn to the Beijing Stock Exchange
The reporter learned that before "matching" with *ST Baode, the famous family has been "negotiating" with other companies on equity acquisition matters for 8 months. In June 2020, The Famous Family issued an announcement that due to the planning of the acquisition of shares with Wuniu Investment, its trading was suspended for up to 8 months from October 2019, but in the end there was no agreement. According to Tianyan, the legal representative of Wuniu Investment is Han Xiao, the son of Han Hongwei, chairman of Haiyin Financial Holding Group Co., Ltd.
After the negotiations with the "Sea Silver System" did not follow, the famous family turned its attention to *ST Baode. According to this newspaper's previous report, the famous family originally chose to be acquired by *ST Baode, not only looking at its shell resources, but also the capital side of Baode shares, Zhongzhi Group. In the Zhongzhi system, the capital predator Xie Zhikun controls dozens of listed companies and financial platforms.
In addition, the reason why the famous family chose to curve the listing through the way of being acquired is also because it is not easy to list A shares. Ma Fei told reporters: "The reason why the famous family accepted Baode's acquisition plan is more out of consideration for the capital market, and it is quite difficult to list a separate circulating enterprise, especially A shares. ”
At present, under the background of consumption upgrading and fierce channel competition, the trend of concentration of the liquor circulation market to the head is obvious, and the differentiation between large and small liquor merchants has gradually intensified, and liquor circulation enterprises have to plan a long-term survival path. On the other hand, policies are also promoting the accelerated development of the liquor circulation market. According to the "14th Five-Year Plan" Development Guidance of China's Liquor Industry, in terms of market construction, "the implementation of the 1510 cultivation plan for large liquor merchants" has cultivated at least 100 billion-level liquor merchants, 5 10-billion-level liquor merchants, and 10 5 billion-level large merchants. However, at present, no liquor circulation enterprise has met the above standards. According to the financial report, in 2020, among the leading enterprises in the liquor circulation market, huazhi liquor store, 1919 liquor direct supply, and liquor fairy network had revenues of 4.941 billion yuan, 4.020 billion yuan and 3.717 billion yuan, respectively. Catalyzed by a variety of factors, the pace of liquor circulation enterprises listed by famous brands has accelerated towards the capital market.
According to the data, the famous family was listed on the New Third Board in March 2016, and was selected into the innovation layer of the New Third Board for three consecutive years from 2017 to 2019, and entered the counseling period of the selected layer on May 8, 2020. After the termination of the acquisition, there seems to be uncertainty in the A-share listing dream of the famous family. However, Ma Fei pointed out that the Beijing Stock Exchange is an ideal choice for famous families. "It is not bad to seek A shares with capital experience." Shen Meng, executive director of Chanson Capital, said that the listing of the Beijing Stock Exchange focused on "specialized and specialized" enterprises with strong scientific and technological innovation attributes, and wine companies and wine-related enterprises were not among them.
However, it is not easy for liquor companies and liquor-related companies to go public. Ouyang Qianli, an expert in the liquor industry, pointed out that "the listing of small and medium-sized liquor companies and liquor-related enterprises is to facilitate financing, but the liquor track is already crowded, so it is not an easy task for liquor companies to achieve the purpose of listing." It is reported that at present, there are many famous wine companies and channel companies that have broken through the IPO, such as Langjiu, Guotai, Baichuan Famous Products, Jiuxian Network, etc., as well as Xijiu, Jinsha Liquor and so on. In addition, it is understood that for liquor companies preparing for IPO, in addition to achieving financial goals through a series of operational actions, it is also necessary to integrate multi-faceted forces from the three aspects of their equity name, asset ownership and competition in the same industry. For small and medium-sized liquor companies with listing targets, Shen Meng believes that "if you meet the listing threshold of the main board, you can try, but if your performance is not up to standard and you want to go public, you can only borrow or be acquired, or choose to go to Hong Kong for listing." ”
According to relevant sources of the famous family, the company has the conditions for listing on the Beijing Stock Exchange. Regarding whether the company will move to the Beijing Stock Exchange in the future and its development plans, there is no response from the famous family.