据悉，上述案例是今年以来第3例计划采用发行股份支付方式推进的券业并购。On the evening of September 5th, Guotai Junan announced that the company is planning to absorb and merge Haitong Securities by issuing A-shares to all A-shareholders of Haitong Securities and H-shares to all H-shareholders of Haitong Securities, and also issue A-shares to raise supporting funds.
At the same time, Haitong Securities also announced that the company is planning to absorb and merge Haitong Securities by issuing A-share stocks to all A-share shareholders of the company and issuing H-share stocks to all H-share shareholders of the company. Stocks will also be issued to raise additional funds.
On September 6, both companies were suspended from trading.
It is reported that the above case is the third securities industry merger and acquisition plan using stock issuance as a payment method this year.
It is worth mentioning that there have been frequent mergers and acquisitions in the securities industry recently. On the evening of September 4, Guosen Securities released an acquisition plan, and the company plans to purchase 96.08% of Wanhe Securities' shares by issuing shares. On the same day, Guolian Securities issued an announcement that the company held its first extraordinary general meeting of shareholders in 2024, and deliberated and passed resolutions related to the acquisition of Minsheng Securities.
Guotai Junan plans to absorb and merge Haitong Securities.
According to the announcement, due to significant uncertainties in the above matters and to ensure fair information disclosure, safeguard investor interests, and avoid abnormal stock price fluctuations, Guotai Junan and Haitong Securities' A-share stocks will be suspended from trading starting from the opening of the market on September 6, 2024 (Friday). This restructuring involves both A-share and H-share stocks, with many issues involved and complex processes. According to the relevant regulations of the Shanghai Stock Exchange, the suspension is expected to last no more than 25 trading days. The restructuring is beneficial to building a leading investment bank and promoting high-quality development in the industry.
Guotai Junan stated that during the suspension period, the company will actively promote various work and fulfill its information disclosure obligations in accordance with relevant laws and regulations based on the progress of the matter. After the relevant matters are confirmed, the company will promptly issue relevant announcements and apply for the resumption of trading of the company's stock. Investors are requested to pay attention to subsequent announcements and be aware of investment risks.
It is understood that on September 5th, GTJA and Haitong Securities signed a "Cooperation Agreement" and made several fundamental agreements on this restructuring. According to the "Cooperation Agreement," GTJA will absorb and merge Haitong Securities by issuing A-share stocks to all A-share shareholders of Haitong Securities, and issuing H-share stocks to all H-share shareholders of Haitong Securities, while issuing A-share stocks to raise matching funds. The restructuring and formal transaction documents need to be submitted to the respective boards of directors and shareholders' meetings of both parties for review and approval by the relevant regulatory authorities before they can be formally implemented.
GTJA and Haitong Securities both stated that as of now, the specific cooperation plan for this restructuring will be based on the further signed transaction documents by both parties. This restructuring still needs to go through necessary internal decision-making procedures and obtain approval from the relevant regulatory authorities before it can be formally implemented, and there is still uncertainty as to whether it can be implemented.
Frequent mergers and acquisitions in the brokerage industry
On the evening of September 4th, Guosen Securities released an acquisition plan, stating that the company plans to purchase 96.08% of Wanhe Securities through the issuance of shares.
According to reports, the above plan was announced only 14 days after the first announcement of the acquisition of Wanhe Securities. Previously, some brokerage analysts stated that considering the consistency of the actual controllers of the two brokerages, it is expected that the difficulty of implementation will not be high, and the progress may exceed market expectations.
According to the plan, Guosen Securities plans to purchase a total of 96.08% of Wanhe Securities held by seven counterparties including Shenzhen Capital and Kunpeng Investment through the issuance of A-share stocks, with the issuance price set at 8.6 yuan per share.
Since the auditing and evaluation work of the target company has not been completed, the evaluation results of the above-mentioned shares of Wanhe Securities and the transaction price have not been determined.
Regarding why the acquisition of Wanhe Securities adopts the "issuance of shares" as the payment method, relevant personnel from Guosen Securities exclusively responded to Securities Times·Securities China journalists, stating that under the background of regulatory encouragement of capital-saving development of securities companies, this transaction, which uses the issuance of shares to acquire assets, is conducive to saving company capital and achieving scale expansion.
According to the above-mentioned Guosen Securities personnel, after the announcement of the issuance of shares to purchase assets and related transactions, Guosen Securities will hire intermediary institutions to conduct audits, evaluations, and other work on Wanhe Securities, and prepare restructuring reports, audit reports, evaluation reports, and other documents. Then, the board of directors will convene another meeting for review. After approval by the company's shareholders' meeting, it will be submitted to the Shenzhen Stock Exchange and the China Securities Regulatory Commission for review, registration, etc.
In this regard, Guosen Securities stated in the acquisition plan that there are three main purposes for this transaction, and it specifically reveals the positioning of Wanhe Securities.
The first is to expand the international layout and promote the development of international and innovative businesses. In Guosen Securities' view, Wanhe Securities is located in Hainan, and Hainan Free Trade Port is a free trade port established by the country on the entire island of Hainan. The free trade port has a series of institutional advantages, such as promoting financial reform and innovation, and leading the implementation of financial industry opening-up policies.
After the acquisition of Wanhe Securities, Guosen Securities can fully leverage the local policy advantages and the existing business resources of the two parties to develop Wanhe Securities into a regional characteristic investment bank with industry-leading position in specific business areas such as cross-border asset management in Hainan Free Trade Port, and achieve rapid development of the international business and financial innovation business of the listed company.
The second is to implement the company's development strategy and achieve non-organic growth. Guosen Securities stated that this transaction will help the listed company to utilize industry integration opportunities and scale advantages, achieve quality improvement and efficiency enhancement through outbound mergers and acquisitions, and contribute to the achievement of growth targets.
The third is to fully utilize the synergistic effects between the listed company and the target company to enhance the overall value of the listed company. Guosen Securities will integrate resources of Wanhe Securities with its advantages in management capabilities, market reputation, and comprehensive business to exert synergistic effects in customer networks, brand reputation, and market resources. Wanhe Securities will fully utilize Guosen Securities' experience and advantages in securities research, product development, compliance management, and risk control to enhance customer service capabilities and business competitiveness.
Coincidentally, on the evening of September 4, Guolian Securities announced that the company held its first interim shareholders' meeting of 2024, and reviewed and passed resolutions related to the acquisition of Minsheng Securities.
It is reported that the pass rate of the relevant resolutions of this restructuring plan is above 98.3%.
According to informed sources, the relevant proposal was approved by a high vote at the shareholders' meeting, demonstrating the strong confidence of various shareholders in the transaction and the restructuring integration to achieve leapfrog development. For the majority of shareholders, this means that Guolian Securities will achieve long-term value growth through the merger and restructuring, bringing more generous long-term returns to all shareholders.
According to the procedure, the subsequent restructuring project will need to complete the materials declaration, regulatory inquiries, meeting review, and registration. Guolian Securities stated that it will proceed with the relevant work in a steady and orderly manner in accordance with regulatory requirements, laying a solid foundation for the steady progress of the subsequent integration work for both parties.
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