Maoye Commercial Changed The Fixed Increase Plan And Terminated The Acquisition Of Taizhou 100

In recent years, Maoye Commerce, which has been constantly going against the trend of M&A, suddenly changed the fixed growth plan released in June this year. The latest constant increase plan shows that, Maoye Commerce It was decided to purchase Qinhuangdao Maoye Holding Co., Ltd. (hereinafter referred to as Qinhuangdao Maoye), Taizhou No.1 Department Store Co., Ltd. (hereinafter referred to as Taizhou 100) and Chongqing Maoye Department Store The equity of the limited company (hereinafter referred to as Chongqing Maoye) and repayment of bank loans were adjusted to purchase the equity of Qinhuangdao Maoye and Chongqing Maoye and repay bank loans. That is to say, Maoye Commercial decided to terminate the acquisition of Taizhou 100.

Since last year, Maoye Commerce has been acquiring department store assets from Shenzhen Maoye Commercial Building Co., Ltd. (hereinafter referred to as Maoye Commercial Building), a major shareholder, and Huang Maoru, the actual controller. On the one hand, it has solved horizontal competition with major shareholders, on the other hand, it has strengthened the scale effect of the company, trying to create a "big platform for 100 goods". The reporter noticed that Taizhou 100 is the asset of Maoye Commercial Building. Then why did Maoye Commercial terminate the acquisition?

On August 11, Zheng Yi, Secretary of the Board of Directors of Maoye Commerce, explained that, taking into account the recent changes in the capital market (the trend of the secondary market is not clear), the company's business plan (deepening the existing regions and steadily expanding new regions) and the specific situation of Taizhou 100, it will choose another opportunity to inject into listed companies in the future.

"Shrinkage" of fixed increase scheme

In the retail department store industry, Maoye's every move has attracted much attention due to the acquisition and restructuring against the trend. On June 6 this year, Maoye Commerce issued a fixed increase plan of 2.8 billion yuan to acquire three department stores, which is considered to "improve the layout of the national retail market". However, on August 11, Maoye Commercial announced that the plan had been revised, and the amount raised was adjusted to 2.267 billion yuan.

According to the latest plan, Maoye plans to purchase 100% of the equity of Qinhuangdao Maoye held by Zhongzhao Investment Management Co., Ltd. for 1.549 billion yuan, 65% and 35% of the equity of Chongqing Maoye held by Maoye Department Store (China) and Zhongzhao Investment Management Co., Ltd. for 438 million yuan, and repay bank loans with no more than 280 million yuan. Previously, the company planned to purchase 97.31% equity of Taizhou Baibai held by Maoye Commercial Building for 643 million yuan, which was not included in the plan. That is to say, Maoye Commercial terminated its acquisition plan for Taizhou 100.

Why was Taizhou 100 called off for its assets under the same major shareholder? On August 11, Zheng Yi explained that it was based on the comprehensive consideration of recent changes in the capital market (the trend of the secondary market is not clear), the company's business plan (deepening existing regions and steadily expanding new regions) and the specific situation of Taizhou 100.

"From the perspective of the regional layout of Taizhou 100, in addition to Taizhou 100, the company's controlling shareholders and actual controllers have retail stores in Taizhou, Changzhou, Wuxi, Yangzhou and other places in Jiangsu Province. If this separate acquisition of Taizhou stores, on the one hand, there may be horizontal competition or significant potential horizontal competition, and after the completion of the acquisition, there may be a higher amount of related transactions. " As for the specific situation of Taizhou 100, Zheng Yi explained in the email.

In her reply, Zheng Yi also said that "the major shareholders and actual controllers of the company will strictly abide by the commitment made to solve horizontal competition, and will still inject into listed companies according to the commitment in the future."

With the "exit" of Taizhou 100, the reporter noticed that compared with the plan before the adjustment, the transaction consideration of Maoye Commerce for Qinhuangdao Maoye and Chongqing Maoye in the revised version of fixed increase also changed correspondingly, in which the 100% equity price of Qinhuangdao Maoye was increased from 1.35 billion yuan in the plan to 1.549 billion yuan; The price of 100% equity of Chongqing Maoye dropped from 527 million yuan in the plan to 438 million yuan.

For the above changes, Zheng Yi explained that "the estimated value of Qinhuangdao Maoye is preliminary estimated data, and there is no detailed survey data as a basis", while Chongqing Maoye is due to the completion of 75 million cash dividends after the benchmark date.

Company: no strategic slowdown

In fact, the capital drama of Huang Maoru, the leader of Maoye Department, has been on.

Maoye Commerce once disclosed its business logic: it will build a "big platform for department stores" in the future. The company also said that in the next four years from 2015, all domestic department stores under the Maoye Department will be integrated into Maoye Commerce.

Ran Lichun, president of Sichuan Chain Commerce Association, believes that Maoye's acquisition of the assets of major shareholders is like a "left hand over right hand", which is a "family". It is an internal asset adjustment of Maoye to maximize the benefits of assets.

In fact, in addition to the acquisition of its own assets, Maoye also intends to extend its reach to more regions when expanding abroad.

In June 2015, Maoye Commerce planned to purchase five Maoye assets, including Heping Maoye and Huaqiang Beimao, at a price of 8.56 billion yuan, with a premium of more than 1200% for some assets. In October of the same year, Maoye Commerce disclosed that it planned to spend 2.47 billion yuan to acquire 100% equity of Chengdu Renhe Spring Department Store Co., Ltd. (Rendong Department Store) and 100% equity of Chengdu Qingyang Renhe Spring Department Store Co., Ltd. (Guanghua Department Store) through its wholly-owned subsidiary Chengshang Holdings, expanding the market to the middle and high-end areas. At present, the two department stores have completed the transfer of ownership.

In February this year, Maoye Commercial moved northward again, disclosing that it planned to purchase 70% of the equity of Vitoli Group for 1.565 billion yuan, expanding its business field to North China, with a value-added rate of 17229.24%.

It is worth noting that in recent years, the operation of the department store retail industry is not optimistic. Not only did Maoye's revenue and net profit decline in 2015, but also many other department store listed companies did the same. In this context, the counter trend expansion, several mergers and acquisitions of Maoye Commerce, has also been questioned that the premium is too high.

Now, does it mean that under the background of the overall decline of retail department stores, Maoye's "big platform for department stores" strategy has begun to slow down its expansion? In this regard, in the above email, Zheng Yi said that the company will continue to promote the strategy of "department store platform" at the existing pace, and there is no slowdown or securities market The regulatory environment has been adjusted.