ChemChina’s takeover of Syngenta

August 22, 2016 7:21 am

ChemChina clears hurdle in $44bn takeover of Syngenta

People take an elevator outside the headquarters of China National Chemical Corporation in Beijing...People take an elevator outside the headquarters of China National Chemical Corporation in Beijing, February 4, 2005. China National Chemical Corporation (ChemChina) agreed on March 22, 2015 to buy tyre maker Pirelli in a 7.1 billion euro ($7.7 billion) deal that will place one of the symbols of Italy's manufacturing industry in Chinese hands. Picture taken February 4, 2005. REUTERS/Stringer - RTR4UFNQ©Reuters

Shares in Syngenta jumped 11 per cent on Monday after a US committee scrutinising national security concerns approved ChemChina’s $44bn takeover of the Swiss agribusiness.

The two companies said on Monday they had received clearance from the US Committee on Foreign Investment for the deal, which was first announced in February, clearing a significant hurdle for the takeover.

Investors had seen US worries about the potential national security concerns in a strategically important sector as the main obstacle to execution of the transaction — leading to Syngenta’s shares trading at a significant discount to the offer price.

ChemChina’s bid for Syngenta, a Basel-based company that employs 28,000 people in more than 90 countries, is part of a wave of overseas acquisitions by Chinese companies searching for high quality corporate and real estate assets.

ChemChina’s acquisition of Syngenta would be China’s biggest outbound transaction.

In February, Michel Demaré, Syngenta chairman, said he was “convinced there was no security issue to be concerned about”. However, a month later Chuck Grassley, the US Republican who chairs the Senate Judiciary Committee, warned he was concerned that ChemChina’s bid would give Beijing ownership of a vital part of the US’s agricultural infrastructure.

“Because the food and agriculture sectors are part of the nation’s critical infrastructure this merger raises questions about the potential national security implications,” the veteran senator told an Iowa radio station.

CFIUS has the power to review and block any transaction that may concern US national security.

ChemChina offered to acquire Syngenta at $465 per share plus a special dividend of SFr5. However, investor scepticism over completion of the deal kept the Swiss company’s share price significantly below that level; on Friday the shares were trading at SFr380.80 ($395).

Syngenta’s shares rose 11.3 per cent to SFr423.80 in early Monday trading.

Monday’s announcement takes state-owned ChemChina closer to completion on schedule by the end of the year, although Monday’s statement said this remained “subject to antitrust review by numerous regulators around the world and other customary closing conditions”.

“Both companies are working closely with the regulatory agencies involved and discussions remain constructive,” the statement added.

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A rare takeover battle that is full of inside trading and irregularities

Somebody must be doing something illegal.

万科否认泄密 恒大称不存在同盟者

2016年08月10日01:31 上海证券报

⊙记者 覃秘 ○编辑 孙放

万科A(21.570, -0.40, -1.82%)今日披露了对深交所关注函的回复,称公司不存在提前私下向特定对象单独披露、透露或泄露中国恒大持股比例的情况。中国恒大也表示,其未接受过任何媒体采访,从未发布过否认购买万科股份的消息;此外,中国恒大称,与万科一季报中列示的前十大股东及其一致行动人之间不存在协议及其他安排,也不构成一致行动人。

回溯事件始末:8月4日下午开盘后不久,某财经媒体网站挂出“恒大买入万科股票或达2%”的报道,万科A的股价随即快速拉升;其后,又有报道称前一消息为假消息,但万科A的股价在略微回撤后再度扬起,收盘时封于涨停。当日晚间,中国恒大公告已买入4.68%的万科股份,耗资逾91亿元。昨日,万科A又公告确认中国恒大方面已完成举牌,持股比例升至5%。

由此,是谁泄露了中国恒大已入股万科的重大信息并导致万科A的股价异动,成为市场高度关注的话题,深交所也就此事件发出关注函。

而据万科A的回复公告,公司表示,其根据相关规则从中登公司深圳分公司、香港中央证券登记有限公司获得股东名册后,按照公司信息保密制度,由公司证券事务代表将上述股东名册存放于专门的计算机保管。公司员工或向公司提供服务的第三方如因信息披露、召开股东大会、分红派息等事务需要使用股东信息的,经董事会秘书批准,可以获得基于股东名册整理的股东持股信息。

万科方面表示,公司股东可根据《万科企业股份有限公司章程》提出查询公司股东名册的申请,公司在核实股东身份,对提出查阅申请的股东进行登记,并经董事会秘书确认后,在符合相关法律法规的前提下向提出申请的股东提供有关信息。不过,在7月至8月4日(含当日),公司并未收到股东查阅公司股东名册的申请。自8月5日起,陆续有部分投资者致电公司董事会办公室,咨询查阅公司股东名册事宜,截至目前,公司并未收到股东正式提出的查询公司股东名册的申请。

另一方面,据公告披露,中国恒大在回复万科的函询时表示,“公司(中国恒大)或公司董事、监事、高管或发言人从未接受过任何媒体采访,也从未授权任何人以任何方式向市场发布过‘否认公司或许家印以个人名义购买万科股份’的言论或消息。”

此外,经中国恒大自查,公司及其一致行动人与万科《2016年第一季度报告》中列示的前十大股东及其一致行动人之间,不存在通过协议、其他安排等形式共同扩大所能够支配万科股份表决权数量的行为或事实,亦不构成一致行动人。

文章来源: http://finance.sina.com.cn/roll/2016-08-10/doc-ifxutfyw0989788.shtml
Vanke by Baoneng: Rare Takeover Battle in China?

http://www.ft.com/cms/s/0/be7ae1da-4424-11e6-9b66-0712b3873ae1.html#ixzz4GpEpfGxy

July 10, 2016 12:07 pm

Rare governance and takeover battle breaks out in China

Insurer Baoneng takes aim at residential developer China Vanke
A woman walks past a Vanke Service Center in Beijing on July 6, 2016.
Shares in China's biggest property company, China Vanke, plunged this week as it returned to trading after a six-month suspension engineered by bosses trying to fight off what would be the country's first hostile blue-chip takeover. / AFP PHOTO / STR / China OUT / TO GO WITH China-economy-stocks-property-Vanke,FOCUS by Fran WangSTR/AFP/Getty Images©AFP

The truce is over. Last week a privately held insurance group bought additional shares in one of China’s largest property developers after a six-month hiatus, setting the stage for a final showdown that is ostensibly a simple morality tale about shareholder rights.

Baoneng Group started buying shares and battling the leadership of China Vanke last December. Its first approach provoked an angry reaction from Wang Shi, the residential developer’s founding chairman, who called the group a “barbarian” that would wreck Vanke’s corporate culture.

Now the fight has been rejoined. After a six-month suspension, Vanke’s Shenzhen-listed shares started trading again last Monday. Baoneng dove in and raised its stake from 24 to 25 per cent, touching a regulatory threshold. It will test whether there are limits to the ruling Communist party’s pledge to allow market forces a “decisive” role in the world’s second-largest economy. And Baoneng’s aggressive use of leverage is raising questions about the role the country’s credit bubble may be playing in an unprecedented Chinese corporate showdown.

Hong Hao, head of research at Bocom International, says the battle for Vanke heralds the arrival of investor activism in China. “It also shows how leverage can level the playing field, although with significant risks,” Mr Hong adds. “In this regard it’s similar to the “Barbarians at the Gate” era in the US, when companies with good and stable cash flows were bought with junk bonds.”

Financial conglomerate Baoneng, founded as a property developer by entrepreneur Yao Zhenhua, first emerged as Vanke’s largest shareholder in early December. Its presence raised concerns for a group built by an independent management team that has never had to answer to a controlling shareholder.

“We’ve never seen a hostile takeover like this in China,” says Rupert Hoogewerf at the Hurun Report, which tracks the fortunes of the country’s billionaires. “One of the reasons it’s such a big deal is that you’re talking about one of the highest profile, most respected entrepreneurs in Wang Shi. To try to take him out of a company that has performed well for many years is unprecedented.”

Before Mr Yao’s raid, which sent Vanke’s share price soaring, the group’s largest shareholder had been China Resources, one of country’s biggest state-owned enterprises.

China Resources is controlled by the central government. But when Mr Wang started looking for a white knight, he turned instead to Shenzhen Metro Group, a rail developer owned by the Shenzhen municipal government. So private enterprise, the central government and a prominent local government are now all represented in the unusual takeover battle.

Baoneng raises stake in Vanke with $223m sneak attack

China Vanke President Yu Liang attends a news conference following the company's annual results in Hong Kong, China March 14, 2016. REUTERS/Bobby Yip/File Photo

Group seizes opportunity to raise holding as Vanke’s Shenzhen shares fall following six-month halt

Vanke proposed making Shenzhen Metro its largest shareholder, diluting Baoneng, China Resources and minority shareholders in the process. Not surprisingly, Baoneng and China Resources both expressed their opposition to the deal.

Vanke, Baoneng and China Resources all declined interview requests.

On June 26, however, it emerged that Baoneng had increased the pressure by demanding a shareholder vote to sack Vanke’s board, which it argued overpaid Mr Wang during years in which he took long sabbaticals to study overseas. Mr Wang denied that he had shirked his responsibilities.

“Baoneng has only been a major shareholder for a few months, and now they want to recall the entire board of directors and expel the entire management team. Do they really have the ability to manage this company?” Mr Wang told the official Xinhua news agency in an interview published on Friday.

In taking on Mr Wang and the entire Vanke board, on which China Resources has three seats, Baoneng appears to have underestimated the counter-reaction. With Vanke’s “stability” under threat, wagons began to circle around Mr Wang and his management team.

China Resources said it did not support Baoneng’s demand. Fu Chengyu, head of one of China’s largest state energy companies, praised Vanke as “a rare example of a well-managed and transparent listed company in China” and urged regulators to protect it.

Echoing Mr Fu’s concerns, Standard & Poor’s said the dismissal of Vanke’s board could lead to financial instability and affect the developer’s credit rating.

Then Huang Qifan, mayor of China’s most populous city, entered the fray. Speaking at a government meeting in Chongqing, Mr Huang suggested that Baoneng’s funding sources for its share purchases should be examined. He added that if the private sector was left to its own devices in such situations, the result would be “a pot of mixed-up soup”.

Wang Shi, President of Vanke, one of Chinas largest property developers, at China Vanke Co. Ltd head office in Shenzhen Southern China.

Vanke founder Wang Shi reacted angrily to Baoneng’s stakebuilding, calling the group a ‘barbarian’

After Mr Huang’s comments appeared in local media, some of the reports were expunged by censors. But his intervention was significant. Mr Huang played a key role in Shanghai’s development in the 1990s and has long been tipped for greater things in Beijing, giving him a national profile that most Chinese mayors lack.

He also appeared to be echoing earlier concerns that Baoneng was relying on costly borrowing to fund its financial investments. Baoneng’s life insurance unit, Foresea, has sold high-yielding wealth management products to drive premium growth.

Founded just four years ago, Foresea quickly scaled the rankings of Chinese life insurers at a time when the industry was already booming. It rose from 53rd by premiums in 2012 to 11th in 2015. Most of its growth has come from the sale of “universal life” products, which combine a death benefit with an investment component that guarantees a payout after a fixed maturity. For many such products, the protection element comprises only a small fraction of their value.

“I’ve been joking recently about how the insurance sector is typically quite boring, but in China it’s one of the most electrifying sectors to watch,” says analyst Mr Hoogewerf.

Foresea’s premiums soared exponentially, from Rmb272m in 2012 to Rmb78bn in 2015. It collected another Rmb56bn through the first five months of this year alone. Sam Radwan at Enhance, a consultancy that advises several Chinese midsized insurers, says 98 per cent of Foresea’s sales are through banks, which typically only market high-yielding products.

“If you truly wanted to sell traditional insurance protection products, you’d have to make a huge investment in building and training an agency force as well as call centres,” says Mr Radwan. “That takes time and a lot of upfront investment — something they have not done.

“Regulators hate these type of companies that are running themselves more like private equity firms,” he adds. “That is why they are under scrutiny.”

In addition to sales of wealth products, Baoneng Group companies, often referred to as the “Baoneng clique”, have funded purchases by borrowing in China’s shadow banking system. In December, Baoneng affiliate Shenzhen Jushenghua was asked by the Shenzhen Stock Exchange to explain how it had funded almost Rmb10bn in Vanke share purchases. The affiliate said sales of asset management plans, which promise fixed returns, accounted for about two-thirds of its investment capital.

Baoneng affiliates have also applied for — or received approval to — issue Rmb28bn in bonds on the Shenzhen stock exchange, according to recent filings. That would provide the group further ammunition. Yet the recent tumble in Vanke’s share price, in line with a broader decline in mainland property stocks, highlights the risk of this investment strategy. Much of Baoneng’s investment in Vanke is underwater.

For his part, Mr Yao has tried to frame his raid on Vanke as in line with government policy promoting investment, citing last year’s stock market collapse.

“Our investment in Vanke is both a response to the country’s appeal for help during last year’s stock disaster as well as the ‘10 national provisions’ calling for insurance funds to meet the needs of the real economy,” he told Xinhua.

Additional reporting by Luna Lin and Ma Nan

Twitter: @gabewildau

Baoneng: a history
Baoneng began as a property developer in the freewheeling Pearl River Delta in the 1990s, when founder Yao Zhenhua and his younger brother made their way to Shenzhen from the nearby Chaoshan region.

Like Wenzhou in eastern Zhejiang province, Chaoshan is famous for its hyper-aggressive business culture and being the ancestral home of many ethnic Chinese who settled in Hong Kong, Singapore, Malaysia and Thailand. Native sons include Li Ka-shing, Hong Kong’s most accomplished tycoon.

Chaoshan natives are also over-represented among the real estate tycoons that built Shenzhen from a fishing village into a sprawling metropolis beginning in the 1980s. The Chaoshan dialect, unintelligible to outsiders, is considered a passport into powerful Shenzhen business circles.

Mr Yao has a much lower profile than his current nemesis, China Vanke chairman Wang Shi. But his aggressiveness was on full display last Tuesday, when Baoneng launched a sneak attack on Vanke shares, spending Rmb1.5bn in a matter of minutes just before market close.

According to local media, Mr Yao started as a humble vegetable seller. In 1996, at the age of 25, he executed his first big real estate project, a 140,000 sq m vegetable market in Shenzhen.

“The property market in the Pearl River Delta region caught fire [in the early 1990s],” says Qin Shuo, a Chinese journalist who covered Shenzhen’s tycoons when Yao was just getting started. “At that time, the government didn’t sell land at open auction like today. There were a lot of ways to get land, which allowed a lot of people to get involved in property development.”

By 2015 Mr Yao had amassed a personal fortune of Rmb12.5bn, according to the Hurun Report.

Baoneng’s website boasts of residential and commercial projects in 13 cities. But as the golden age of China’s property boom winds down, Mr Yao is following the lead of other tycoons, such as Dalian Wanda Group’s Wang Jianlin, and diversifying into finance, logistics, tourism and other service industries.

His move into insurance puts him in the company of another tycoon, Wu Xiaohui of Beijing-based Anbang Insurance Group, who hails from Wenzhou and is related by marriage to the family of Deng Xiaoping, the architect of China’s economic miracle.

Anbang, one of China’s most acquisitive companies, was also briefly a player in the Vanke drama. In December it increased its stake in the developer from 4.5 per cent to 7 per cent in a move welcomed by Mr Wang. Mr Wu, however, has since stayed on the sidelines.

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Vanke Takeover Case: Baoneng raises stake

http://www.ft.com/cms/s/0/8289e2bc-4338-11e6-9b66-0712b3873ae1.html#ixzz4GpDIAGWX

July 6, 2016 8:18 am

Baoneng raises stake in Vanke with $223m sneak attack

China Vanke President Yu Liang attends a news conference following the company's annual results in Hong Kong, China March 14, 2016. REUTERS/Bobby Yip/File Photo©Reuters

Baoneng Group, the once-obscure property and insurance conglomerate, executed a daring raid on China Vanke in the final minutes of trading on Tuesday in the latest twist in the battle for control of China’s largest residential developer.

Continuing to nudge the group’s stake higher, Baoneng affiliates bought Shenzhen-listed shares in Vanke worth 0.682 per cent of the company, Vanke said in a stock exchange filing. Intraday trading records show a cluster of buying in the final minutes of trade, with the day’s final transaction a single order worth Rmb911m ($136m).

 ON THIS TOPIC

On Wednesday, Vanke’s Hong Kong-traded shares rose as much as 5.7 per cent in response to the developer’s disclosure that affiliates of privately owned Baoneng had aggressively raised their holdings.

Baoneng’s purchases on Tuesday raised the group’s total stake in Vanke to 24.972 per cent. Once Baoneng hits the 25 per cent threshold, regulations require it to file a disclosure and halt buying or selling of Vanke shares for at least two days.

Baoneng’s latest move showcased the company’s financial muscle: based on the closing price in Shenzhen, the group’s stakebuilding on Tuesday implies a total one-day investment of Rmb1.5bn ($223m).

The timing also showed considerable savvy. Baoneng made its purchases on a day when Vanke’s Shenzhen shares fell by the maximum 10 per cent daily limit for a second consecutive day. By waiting until the end of the trading session, Baoneng was able to take advantage of a deep pool of sell orders accumulated over the previous two days, ensuring its sudden buying would not push up the price, traders said.

China Vanke chief Wang Shi raises the stakes

Wang Shi - Chinese Banker (holding the flag) for Property

High drama in developer’s boardroom puts Beijing’s embrace of market forces to the test

“From a technical trading standpoint, It isn’t all that impressive. The main thing is they’ve got so much money,” said a hedge fund manager in China who previously worked at a major brokerage.

Before Monday, trading in Vanke’s Shenzhen shares had been halted since December 18 as chairman Wang Shi plotted a restructuring deal aimed at fending off Baoneng’s bid for control. Analysts said this week’s tumble was largely a catch-up move. An index of mainland-listed property developers has fallen 19 per cent over the same timeframe.

Vanke’s Shenzhen shares were down another 2 per cent on Wednesday afternoon.

Its Hong Kong-listed shares were up 0.5 per cent by midday, extending a combined 8 per cent gain over Monday and Tuesday.

Even after the recent decline, Vanke’s Shenzhen shares are still priced at a 36 per cent premium to those in Hong Kong. More than 90 per cent of Vanke’s outstanding shares trade in Shenzhen.

In addition, Baoneng affiliates are planning to sell up to Rmb28bn in fresh capital by selling bonds on the Shenzhen Stock Exchange, according to recent filings. Market observers suspect the group may use the money for further Vanke share purchases.

Twitter: @gabewildau

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