As of June 26, the tender offer for acquisition will expire. Shijiazhuang Kelin Electric has pre-accepted a total of 62 million shares of the tender offer, which is close to 23% of the total share capital of the company. Hisense Electric may have successfully acquired a portion of the equity of Shijiazhuang Kelin Electric through the tender offer and will gain control of the listed company. After the battle for controlling interest, the primary issue facing the three parties is how to establish mutual trust and jointly promote the development of the listed company.
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On June 26th, financial media reported (by reporter Xia Lianghua) that the three-party control battle for Shijiazhuang Kelin Electric involving the original controller, local state-owned assets, and Qingdao Hisense Network energy Co., Ltd. (hereinafter referred to as "Hisense Net Energy") has reached its final chapter.
Despite the announcement by Shijiazhuang Kelin Electric (603050.SH) tonight that it needs to suspend trading for one trading day to confirm the result, financial media reporters found through the Shanghai Stock Exchange data that by the deadline of the tender offer on June 26, a total of 2,753 shareholders of Kelin Electric had accepted the offer in advance, involving a total of 62.2 million shares, which is nearly 23% of the total share capital of the listed company. Based on this data, it appears that Hisense Net Energy's partial takeover bid for Shijiazhuang Kelin Electric has been successful, and it will gain control of the company.
This also means that the concerted efforts of the original controlling shareholder Zhang Chengsuo team and the "new" controlling shareholder Shijiazhuang state-owned assets to defend the control of the company have not achieved their ultimate goal. Guo Weijie, the director of the Beijing Time Law Firm, believes that the primary issue facing Hisense Net Energy after taking over may be how to resolve the differences between the three major shareholders and establish trust to promote the company's development.
Finally locked in success.
On May 13th, Shijiazhuang Kelin Electric released a summary of a tender offer report, where Hisense Net Energy plans to acquire 20% of Kelin Electric's shares at a price of RMB 33 per share (after ex-dividend and ex-rights, the price is RMB 27.17 per share), with the purpose of directly aiming at the control of the listed company.
According to the summary of the tender offer report, after the tender offer period expires, if the number of shares expected to be tendered is not less than 15.1% of the total number of Kelin Electric shares and no more than 20%, Hisense Net Energy will purchase the shares as agreed in the tender offer. If the number of expected tendered shares exceeds 20% of the total number of company shares, Hisense Net Energy will purchase the tendered shares based on the same proportion. If the number of shares tendered during the tender offer period fails to meet the conditions for the offer to take effect, the tender offer will not take effect. In addition, fluctuations in the stock price in the secondary market may also cause the tender offer to fail.
For tender offers, most investors will make the final decision based on comprehensive judgments on recognition of the tender offeror, the stock price at the time, and other factors in the last few trading days. Therefore, the last three trading days of the tender offer period, June 24th, 25th and 26th, are the most critical. According to the Shanghai Stock Exchange data, the net number of expected tendered shares during these three days increased by nearly 13 million shares, more than 15 million shares, and more than 25 million shares, respectively.
From the data as of the 25th, the net number of expected tendered shares has exceeded 13.5% of the total share capital, which is only one step away from the requirement for the tender offer to take effect (15.1%)."Therefore, on the last trading day (today), the net number of expected tendered shares has increased significantly, and the company's stock price has risen sharply, as this is almost a relatively certain arbitrage opportunity," said an investor to a financial media reporter.
As of the June 26th deadline for the tender offer, a total of 2,753 shareholders of Shijiazhuang Kelin Electric had accepted the offer in advance, involving a total of 62.2 million shares, which is nearly 23% of the total share capital of the listed company. It can be confirmed that Hisense Net Energy's offer has been successful, and the twists and turns of the control battle for Shijiazhuang Kelin Electric have come to an end.
According to the rules on stock listing of the Shanghai Stock Exchange, the proportion of non-public shareholders of Shijiazhuang Kelin Electric must not exceed 75% to meet the conditions for listing. Combining the current shareholding distribution of Shijiazhuang Kelin Electric, if the tender offer is successful, the proportion of non-public shareholders will reach a maximum of 74.49%. This also means that the Zhang Chengsuo team and local state-owned assets have no room to continue increasing their shareholding and cannot prevent Hisense Net Energy from taking over.
Regarding this result, financial media reporters obtained contact with Hisense Group tonight, but as of the time of publication, Hisense had not commented on this.
How will the former "rivals" integrate?
The control battle for Shijiazhuang Kelin Electric broke out in March of this year, and the Zhang Chengsuo team, the original controlling shareholder of Shijiazhuang Kelin Electric, and local state-owned assets have been trying to hold onto the company's control until the last moment.
On March 18th, Shijiazhuang Kelin Electric announced that on March 15th, Hisense Net Energy signed a "share transfer agreement" with Li Yanru, Qu Guowang, Tian Ye, Zhang Guoyu, Liu Fuhai, Liu Yu, and Liu Yucong, respectively. The above shareholders intend to transfer 11.5924 million shares of Kelin Electric they hold (accounting for 5.1% of the total share capital) to Hisense Net Energy. In addition, Hisense Net Energy signed a "voting rights proxy agreement" with Li Yanru and Qu Guowang. Li Yanru and Qu Guowang intend to entrust the voting rights corresponding to a total of no more than 21.7333 million Kelin Electric shares (accounting for 9.57% of Kelin Electric's share capital on the day the agreement was signed) to Hisense Net Energy to exercise. At the same time, Hisense Net Energy increased its holdings of Shijiazhuang Kelin Electric in the secondary market.
As a major shareholder of Shijiazhuang Kelin Electric, Shijiazhuang Guotou Group and Zhang Chengsuo, the original controlling shareholder of Shijiazhuang Kelin Electric, have repeatedly increased their holdings in the company's shares on the secondary market to resist the takeover bid of Hisense Net Energy.
On the evening of June 3, Shijiazhuang Kelin Electric announced that on June 2, Shijiazhuang Guotou Group, together with Zhang Chengsuo, Qiu Shi Yong, Dong Caihong, and Wang Yong, jointly signed the Consensus Action Agreement on Shijiazhuang Kelin Electric Co., Ltd., forming a consensus action relationship among the five parties to maintain consensus action in the company's decision-making process. The five parties, with Shijiazhuang Guotou Group as the actual controller, hold a total of 67,022,700 shares, accounting for 29.51%.
After the aforementioned Consensus Action Agreement was signed, Zhang Chengsuo was replaced by Shijiazhuang Guotou Group as the actual controller of Kelin Electric. As the other side of the control dispute, as of June 3, 2024, Hisense Netcom holds a 14.94% stake in Kelin Electric, and its voting rights proportion is 24.51%, which is lower than the total shareholding proportion of the five parties with Shijiazhuang Guotou Group as the actual controller.
This is the last effort made by Zhang Chengsuo's team and the local state-owned assets to "defend" the company's control, but all of these have been compromised after Hisense Netcom's successful acquisition.
Gong Weijie said that after Hisense Netcom's acquisition, the three parties in the competition may change from "opponents" to "teammates," and how to eliminate differences, establish mutual trust, and promote the company's development will become a new issue facing Hisense Netcom and all parties involved.
Hisense Netcom's general manager Shi Wenbo publicly stated that Hisense has sincerely expressed its willingness to maintain the registered place of the listed company, production place, tax payment place, production location, and management institution after successfully acquiring Kelin Electric, and it will not only not move away from Shijiazhuang, but also increase investment in Shijiazhuang and empower Kelin Electric to help Kelin Electric grow bigger and stronger and go global.