“The recent M&A and restructuring market has shown signs of accelerating. There are many customers who have inquired about the scope of the recent M&A and restructuring policies, or explored the possibility of the operation of the plan. The approval speed of M&A projects has also accelerated.” A brokerage investment banker To the China Securities Journal reporter, many people lamented that the spring of the merger and acquisition market is coming.
The data shows that there were 10 mergers and acquisitions reorganization projects last week, which became the single week of this year. According to the month, October is the month with the largest number of audits by the M&A and restructuring committee, with 19 in total.
Since October, the regulatory authorities have frequently issued a favorable policy for mergers and acquisitions and reorganization: the introduction of a “small-volume” merger and acquisition restructuring review mechanism, various aspects of relaxation of the integration requirements, and the introduction of orientationConvertible bondM&A payment pilots, etc. In terms of listed companies, recent mergers and acquisitions have been extremely active, and various models such as “PE+ listed companies” have emerged.
A high rate in a single week
The recent M&A and restructuring policy has been blowing warmly.
On October 8, the CSRC launched a “small-volume” merger and acquisition restructuring review mechanism;
On October 12, in the question and answer on the supervision of the issuance of shares and purchase assets in listed companies, the use of mergers and acquisitions, the scale of the merger and the review of the merger limit, and the rejection of the control change were compared with 2016. Years are relaxed to varying degrees;
On October 20th, the China Securities Regulatory Commission stated that the interval between the IPO and the company's planned restructuring and listing will be shortened from three years to six months. In addition, the CSRC encourages private equity funds to initiate the establishment of equity investment funds, venture capital funds and bond investment funds that invest mainly in private enterprises, and actively participate in mergers and acquisitions of private listed companies;
On November 1, the CSRC said that the pilot targeted convertible bond mergers and acquisitions supported the development of listed companies.
At the same time that the regulatory authorities frequently introduced favorable policies, they also pressed the accelerator for review.
The data shows that there were 10 mergers and acquisitions reorganization projects last week, which became the single-week crown this year; this week will also usher in six, ranking second in the single-week list. According to the month, October is the month with the largest number of audits by the M&A and restructuring committee, with 19 in total.
List of companies in the merger and acquisition project in the past two weeks
Fu Lichun, research director of Northeast Securities, said that the background of the continuous loosening of the M&A and restructuring policy is that the real economy, especially the private and SMEs, under the influence of various factors, face greater financial pressure, and the demand for direct financing is more urgent. In terms of listed companies, equity pledges and leverage ratios are too high and the pressure is relatively high. This series of documents is to support enterprises to finance, especially through direct financing of equity, this intention is more obvious.
"In which, the interval between the IPO and the company's planned reorganization and listing is shortened from three years to six months. This policy has a relatively large impact on the market. Many high-quality enterprises can seek listing through mergers and acquisitions and conduct direct financing." Fu Lichun Say.
The industry believes that the regulatory layer modifies the relevant rules of mergers and acquisitions according to the current situation and needs of the market, reflecting the flexibility of supervision and adaptation to local conditions. Fu Lichun said that the entire M&A and restructuring market will usher in a great opportunity for development. At present, the overall differentiation of the company is very serious. Some of the listed companies have good performance, good management and good cash flow. Other shell companies face large cash flow and operational problems. As the market continues to improve, the M&A market is heating up.
M&A and restructuring market warming up
“In the near future, there are signs of acceleration in the M&A and restructuring market.” Yin Zhongyu, general manager of the merger and acquisition department of Great Wall Securities, said that it is mainly reflected in three aspects: First, there are more cases of transfer of control rights of listed companies, some are active, and some are passive; It is the increase in the number of mergers and acquisitions and restructuring plans and the revision of previous mergers and acquisitions; the third is the speed of approval of mergers and acquisitions.
Data show that since October this year, 137 listed companies have disclosed mergers and acquisitions restructuring plans, 87 in September. In quarterly, there were 199 in the first quarter, 239 in the second quarter, and 258 in the third quarter. Since the third quarter, the number of disclosures for mergers and acquisitions has increased significantly.
Number of mergers and acquisitions announced in 2018
After the Securities and Futures Commission stated on November 1 that it will pilot the merger of convertible bonds, on November 2, the company will start the pilot.Company AnnouncementIt is said that the company plans to issue and convert assets and purchase assets and support financing. The company has entrusted intermediary organizations such as Huatai to demonstrate and design the plan.
Yin Zhongyu said that the launch of targeted convertible bonds provided a new payment tool for listed companies' mergers and acquisitions. In the past, listed companies purchased assets only by paying cash or paying for shares. Now there is another convertible bond, which has a positive impact on the merger and acquisition transactions.
Benefiting from the “small-fashion” policy, Tuolshi quickly revised the merger and acquisition plan after two days of the policy, and reduced the amount of funds raised from non-public offering of stocks from RMB 637.26 million to RMB 48 million, just below the “small” The red line of raising funds of 50 million yuan in the rapid assessment mechanism. The company's review speed has also accelerated significantly, and it only took 29 days from acceptance to the meeting. The company then received approvals on October 31, only 13 days between the time of the meeting and the receipt of the approval.
In addition, there are also a number of companies in the past, such as Century Huatong, Giant Network, Wanda Movies, and other companies intensive adjustment and restructuring.
On the evening of November 6, Century Huatong adjusted the restructuring plan, and proposed to increase the total amount of funds raised from this restructuring from RMB 3.1 billion to RMB 6.1 billion. The newly raised matching funds are intended to supplement the liquidity of listed companies.
Giant Network will acquire the Israeli Playtika trading plan, the conversion price will be adjusted to 19.61 yuan, the number of shares will be adjusted to 1.556 billion shares, and the matching fundraising will be cancelled.
“PE+ listed company” M&A fund is active
As the M&A and restructuring market is active, the regulatory authorities encourage PE to actively participate in mergers and acquisitions of private companies. The model of “PE+ listed companies” to establish M&A funds is once again active.
On October 25th, Weichuang announced that it is actively supporting the development of private enterprises and actively supporting the merger and acquisition of private listed companies. Wei Chuang shares intends to establish “Weichuang Tianrui” with Tianfeng Tianrui, a subsidiary of Tianfeng Securities. The Education Industry Series Fund, with a target size of 500 million yuan, mainly invests in the equity of high-quality enterprises in the direction of children's education to help listed companies better implement the strategy of children's growth platform.
On October 26th, Anne announced that in order to speed up the company's development in the copyright field and integrate the company's resources in the digital copyright ecology, the company intends to participate as a limited partner in the "Zhu Zhuo Ani Win-Win Industry Joint Fund". The investment fund is planned to raise funds of 300 million yuan, of which the company's capital contribution accounts for 30% of the total fund size.
The Zero2IPO Research Center believes that in the future, private equity funds will participate in mergers and acquisitions of listed companies or mainly through four paths:
First, participate in the establishment of listed companies to provide financial support for mergers and acquisitions;
Second, through the agreement,big dealIn other ways, it becomes a shareholder of a listed company and assists listed companies in completing capital operations such as mergers and acquisitions and overseas acquisitions;
Third, the M&A fund conducts mergers and acquisitions and asset restructuring of listed companies;
The fourth is the “PE+ listed company” model, which uses the M&A fund to acquire the target company that the listed company intends to sell. After the target enterprise is mature, it will be sold to the listed company, and the M&A fund will withdraw.
Fu Lichun believes that the way in which PE will participate in mergers and acquisitions of listed companies in the future will be more diversified. In addition, the government's bailout fund with hair will become a mainstream innovation model. For example, the central bank’s position was established a few days ago.Bond fundAnd equity funds, listed companies bailout funds led by governments at all levels, will also become mainstream mechanisms.
(Article source: China Securities Journal)