On the evening of February 10,Wanda Movie(002739) released more than ten copiesannouncementThe core content is to adjust the acquisition of Wanda Films, which is currently the fourth version of the acquisition. Wanda Film said that due to the failure of Qingdao West Coast Cultural Industry Investment Co., Ltd. to obtain the approval of its state-owned assets supervision and administration department to participate in the transaction, the company intends to adjust the transaction plan, Qingdao West Coast Culture and its holding Wanda The 1.0579% equity of the film and television will no longer be included in the scope of the counterparty and the underlying assets. The company will issue shares to purchase a total of 95.7683% of the shares of Wanda Films.
Compared with the previously released trading plan, the adjusted plan is modified in terms of the counterparty, the underlying asset, the transaction price, the issuance method, the issue object, and the number of issues. Wanda Cinema said that through this transaction, listed companies will occupy an important share in film investment, production, distribution, screening and other aspects, which can further consolidate its leading position in the domestic film market.
ReorganizationMultiple adjustments to the plan
The reorganization of Wanda’s tens of billions of films can be described as twists and turns. As early as 2016, Wanda Film and Television had once had a plan to inject assets into listed companies. At that time, the asset package covered the legendary film industry that Wanda had just acquired, and the overall price was 37.2 billion yuan. However, due to factors such as changes in the capital market environment, the acquisition was declared “suspended”.
After two years, Wanda film promoted restructuring and threw a restructuring plan in June 2018. This time, the asset package removed the legendary film industry and added a new media Eslite product of Wanda's TV drama production assets. According to the Wanda Movie Announcement, the company intends to purchase 96.8262% of Wanda Film and Television Media Co., Ltd. held by 21 counterparties including Wanda Investment Co., Ltd. by way of cash payment and issue of shares. The transaction price is 11.619 billion yuan. Based on the issue price of 50 yuan / share, the company will issue a total of 179 million shares to the other parties in addition to Wanda Investment.
On the evening of November 4, 2018, Wanda film adjustment and restructuring plan, based on the issue price of 33.20 yuan / share (10 to 5 pie 2), the company will be 21 to Wanda filmshareholderThe total number of shares issued is expected to be approximately 321 million shares, of which approximately 52 million shares will be issued to Wanda Investment, and approximately 269 million shares will be issued to other parties other than Wanda Investment. The proposed transaction price for this transaction is approximately 10.651 billion yuan.
However, this is not the final version of Wanda’s restructuring plan. On the evening of November 26, 2018, Wanda Film released a revised draft of the reorganization plan, which showed that after the parties negotiated, the equity transaction price of Wanda Films and Television 96.8262% was 10.651 billion yuan. The revised plan also added the two compensation obligations of Jixian Rongzhi and Linning, and willPerformanceThe commitment period was extended to 2021, and the total profit commitment increased to approximately 4 billion yuan.
In addition, the performance commitments have also been revised accordingly: Wanda Investment, Jixian Rongzhi, Linning promised Wanda Films 2018-2021 CommitmentNet profitThe number is not less than 763 million yuan, 888 million yuan, 1.069 billion yuan, and 1.274 billion yuan.
In the acquisition adjustment plan disclosed on the evening of February 10 this year, some acquisition details were revised again. Qingdao West Coast Cultural Industry Investment Co., Ltd. will no longer be the counterparty of this transaction. The counterparty of this transaction is 20 Wanda Film and Television Shareholders including Beijing Wanda Investment Co., Ltd. Wanda Film will issue shares to purchase a total of 95.7683% of Wanda Films and Television, and the negotiated asset transaction price is 10.524 billion yuan.
The counterparty and the price have changed
Specifically, compared with the revised draft of the restructuring plan announced on November 26, 2018, the adjusted plan has changed in terms of the counterparty, the underlying assets, the transaction price, the issuance method, the issue target, and the number of issues.
The most important point is that Qingdao West Coast Cultural Industry Investment Co., Ltd. will no longer be the counterparty of this transaction. The counterparty of this transaction is Beijing Wanda Investment Co., Ltd. and other 20 Wanda Film and Television Shareholders, namely Beijing Wanda Investment Co., Ltd. and Jixian County. Rongzhi Xingye Management Consulting Center (Limited Partnership), Muai (Beijing) Technology Co., Ltd., and Panhai Equity Investment Management Co., Ltd.
This also means that the 1.0579% stake in Wanda Films held by Qingdao West Coast Cultural Industry Investment Co., Ltd. will no longer be included in the scope of the underlying assets of this transaction. The underlying asset of this transaction is 95.7683% equity of Wanda Films.
In terms of transaction price, the consideration corresponding to the equity part of the company held by Qingdao West Coast Cultural Industry Investment Co., Ltd. will be excluded. According to the asset assessment report, as of the evaluation date (July 31, 2018), the estimated value of 100% equity of Wanda Films is 11 billion yuan. On the basis of the 100% equity evaluation value of Wanda Films as stated in the asset assessment report, the parties negotiated to determine the price of the 95.7683% equity transaction of Wanda Films as 10.524 billion yuan.
In addition, the issuance method of the shares purchased by this issuance is a non-public offering, and the issue target is 20 counterparties, and 20 counterparties subscribe for the shares issued this time with a total of 95.7683% of Wanda Films held by them. In terms of the number of shares, the number of shares originally issued to Qingdao West Coast Cultural Industry Investment Co., Ltd. will be excluded, and the number of shares that should be issued to the other 20 counterparties will remain unchanged.
It is reported that Wanda Film will become a subsidiary of the listed company after the completion of this transaction. After the completion of this transaction, along with the in-depth resource integration, industry chain extension and business scope expansion of listed companies, in addition to the existing viewing revenue, advertising revenue, merchandise and catering sales revenue, it will further increase investment from film investment and TV drama. Income from games and other aspects.
After several twists and turns, can Wanda Movies finally receive Wanda Films? While explaining the purpose of the acquisition, Wanda Movie listed several risks including the risk of suspension or cancellation of the transaction, the default risk of performance compensation commitment, the risk that the target company could not continue to enjoy tax incentives, and the risk of industry supervision.
(Article source: Securities Times)