Caixin Network (reporter Peng Bin) relied on the large-scale sale of assets at the end of December last year, and *st Hailong (000677) is expected to achieve a turnaround in 2015. Subsequently, the company planned mergers and acquisitions non-stop. According to the acquisition plan released yesterday, the company intends to acquire 100% of the equity of Miaoju Network and 100% of the equity of Lingyu Network for 3.338 billion yuan. The reporters of the Public Securities News and the Caixin Network noted that the appraisal appreciation rate of both companies exceeded 1000%. In addition to the high value-added assessment, the company also has many problems such as a promising future performance.
The value added is more than 10 times
According to the M&A plan, the transaction will be carried out in two parts: issuing shares to purchase assets and issuing shares to other specific targets to raise supporting funds. Among them, *st Hailong intends to issue 652 million shares to 9 investors including Wuhu Yishanrong at a price of 3.99 yuan per share; At the same time, the company intends to privately issue 206 million shares to 6 investors such as Jingjiang Meizhi, Huachuang Revitalization, Shanghai Xuran and Shen Yikai at a price of 5.22 yuan per share, and the total amount of supporting funds raised will not exceed 1.08 billion yuan, which will be used to pay the cash consideration for this transaction, the construction project of animation game platform, the expansion project of mobile Internet media resources, and the supplementary working capital and repayment of debts.
In this transaction, the appraisal institution used the market method and the income method to estimate the underlying assets, and used the market method to estimate the results as the estimated value of the underlying assets. As of September 30, 2015, the unaudited net assets of the parent company of Miaoju Network were 138.868 million yuan, with an appraisal value of 1781 million yuan, an estimated appreciation of 1642.132 million yuan, and an appreciation rate of 1182.51%; The unaudited net assets of the parent company of Lingyu Network are 79.3646 million yuan, with an estimated valuation of 1646 million yuan and an appraisal value of 1566.6354 million yuan, with an appreciation rate of 1973.97%.
After the parties to the transaction have negotiated and determined that after Miaoju Network deducted the amount of 57 million yuan for profit distribution and Lingyu Network deducted 32 million yuan for profit distribution, the 100% equity of Miaoju Network was valued at about 1,724 million yuan, the 100% equity of Lingju Network was valued at about 1,614 million yuan, and the total price of the underlying assets was about 3,338 million yuan.
Before the acquisition, the valuation of Miaoju Network soared
*St Hailong's merger was planned from the suspension of trading on October 13 last year. Before its suspension planning, the valuation of Miaoju Network suddenly soared.
According to the data, Miaoju Network, which was established in September 2013, had a registered capital of 1.2903 million yuan when it was established. On September 17, 2013, Miaoju Network increased its capital to 10 million yuan, and the capital increase price was 1 yuan per capital contribution. On January 24, 2015, Miaoju Network held a shareholders' meeting and passed a resolution, agreeing that Chen Bo would transfer the 7.75 million yuan capital contribution of the company he held to Wuhu Yishanrong at a price of 7.75 million yuan... In fact, in March 2015, Miaoju Network increased its capital for the second time to 18 million yuan, and the capital increase price was 1 yuan.
But in just over a month, the company's valuation suddenly skyrocketed. On April 30, 2015, Miaoju Network held a shareholders' meeting and passed a resolution, agreeing to transfer the 3 million yuan capital contribution of wuhu Yishan Rong to Jingjiang Meizhi for 165 million yuan. Based on this calculation, the company's valuation should be 990 million yuan, but there is still a considerable gap from the purchase price.
It is worth noting that Lingyu Network has also experienced many equity transfers, but the merger plan has not announced the price of each transfer.
Performance commitment is suspected of "drawing a big pie"
According to financial data, the net profit achieved by Miaoju Network in the first three quarters of 2013, 2014 and 2015 was -3.5276 million yuan, 6.9795 million yuan and 42.9115 million yuan, respectively. Based on the results of the first three quarters of 2015, its annual results in 2015 are estimated to be about 52.7153 million yuan. According to the performance commitment, the non-net profit deducted by Miaoju Network in 2016, 2017 and 2018 was not less than 119 million yuan, 158 million yuan and 194 million yuan respectively. If the 2016 annual results are completed, it will need to increase by 117.2% compared with 2015.
The net profit of Ling entertainment network in the first three quarters of 2013, 2014 and 2015 was 31.2118 million yuan, 74.1892 million yuan and 49.4171 million yuan respectively, and with its performance in the first three quarters of 2015, the net profit of Lingyu Network in 2015 was about 65.8895 million yuan, which was slightly lower than that in 2014. According to the performance commitment, the forecast net profit of Lingyu Network in 2016, 2017 and 2018 is not less than 114 million yuan, 152 million yuan and 185 million yuan respectively, and it is also quite difficult to complete the performance commitment.
"Many mergers and acquisitions in the capital market are hot-headed, giving higher performance commitments, but in the end, the promises cannot be fulfilled, triggering performance compensation clauses, resulting in the parties to the transaction finally tearing their faces, and even the incidents in court are not uncommon." Liu Huahao, a lawyer at Guangdong Huanyu Jingmao Law Firm, told reporters that the recent exchange of lawsuits between Jiaozuo Wanfang and the largest shareholder is quite typical.
Investors have also talked about this acquisition. "The target asset is worth 200 million, but it cost 3.3 billion to acquire, and the appraisal value is so high, is it reliable?" An investor in Jiangsu said. With many questions, the reporter called *st Hailong yesterday, and the staff of the company's securities department recorded the reporter's questions, saying that the leader replied to the reporter after the meeting. However, as of press time, no response has been received.