On the evening of December 26th, the “planned disclosure of major events†of DHL Runda (002005.SZ), which had been suspended for six days, was finally unveiled. DHL Runda announced that it plans to acquire a total of 20.05% of NVC Lighting (02222.HK) through its wholly-owned subsidiary DHL Runda International (Hong Kong) Co., Ltd. for a total price of approximately 1.34 billion yuan.
With the introduction of DHL, the reversal of the NVC storm that lasted for half a year. It is understood that after the completion of this share transfer agreement, Wu Changjiang will directly and indirectly hold 214,508,000 ordinary shares of NVC Lighting, accounting for 6.79% of the total share capital.
It is worth noting that this transaction was also recognized by NVC lighting founder Wu Changjiang, "Traditional lighting is facing a profound transformation due to its obsolescence. The introduction of DHL Runda as the largest shareholder of NVC will benefit NVC. The long-term development in the future is conducive to the rapid and healthy transformation of NVC. "
According to the information disclosed by the Hong Kong Stock Exchange, on December 5, Wu Changjiang spent 168 million Hong Kong dollars to increase its holdings of 84 million shares of NVC, and the shareholding ratio rose to 22.07%. Sai Yan Asia, where Yan Yan is located, and Schneider Electric Germany are the second and third largest shareholders, respectively, holding 18.48% and 9.21%. DHL Runda will become its largest shareholder if it completes the acquisition of shares of NVC Lighting.
1.34 billion staged "Snake Swallow Elephant"
DHL Runda announcement shows that DHL Runda, through its wholly-owned subsidiary DHL Runda International (Hong Kong) Co., Ltd., will be in and on the Hong Kong Stock Exchange from December 11, 2012 to December 21, 2012 A total of 260,380,000 common shares of NVC Lighting Holdings Limited (hereinafter referred to as "NVC Lighting"), a company listed on the main board of the Hong Kong Stock Exchange, accounted for 3,158 of its total issued ordinary shares. 8.24% of 513,000 shares, with a transaction value of 703,474,160.05 Hong Kong dollars.
On December 26, DHL Runda and NVC Inc, one of the major shareholders of NVC Lighting. Signed the "Share Transfer Agreement" with effective conditions and intends to submit to NVC Inc. The 372,921,000 common shares of NVC Lighting (with dividend rights) held by the transferee accounted for 11.81% of the total number of issued ordinary shares of NVC Lighting. The transaction price was HK $ 2.55 per share, and the transaction amount was 950,948. HKD 550.
"If the above share transfer agreement is fulfilled, Hong Kong DHL Runda will hold a total of 633,301,000 shares of NVC Lighting, accounting for 20.05% of its total issued ordinary shares, and will become the largest shareholder of NVC Lighting. The total transaction value of this equity acquisition was HK $ 1,654,422,710.05 (approximately RMB 134,334,600). "Dehao Runda said in an announcement.
On the previous December 25, DHL Runda announced that Wuhu Economic Development Zone Optoelectronic Industry Investment Development Co., Ltd., one of the shareholders, planned to transfer the company's shares by public call. According to this newspaper, Wuhu Economic Development Zone Optoelectronics holds 104 million shares of Dehaorunda, with a shareholding ratio of 8.92%. Regarding the withdrawal of state-owned assets, there were market rumors at that time that DHL Runda may seek cooperation with NVC Lighting, and the withdrawal of state-owned assets was to pave the way for cooperation.
"The company will actively seek in-depth cooperation with NVC Lighting in the promotion of LED lighting products, with a view to using its perfect sales channels and a strong dealer network to sell the company's LED lighting products." Dehao Runda said.
"Acquiring a downstream lighting company can solidify the bubble in the short term and improve the market image, but in the long run, it is still not enough to consume the output of the upstream, and it will increase the management difficulty." Ding Jianhua, director of e-commerce, China Light Network The opportunity for integration to bring development is the road for future LED integration.
The whole industry chain integration problem
In fact, this generous collection is not the first time for DHL.
According to this newspaper, DHL Runda officially entered the LED industry in 2009, first introduced the strategic investor Guangdong Jianlongda at the beginning of the year, and then invested 100 million yuan to control Taishan Jianlong and was transferred to Guangdong Jianlongda and Enping Jianlong. All fixed assets related to the LED business of the company enter the LED packaging field. Later, in order to open up the downstream application market, DHL Runda acquired Shenzhen Ruituo Display Technology Co., Ltd. in August of that year.
DHL Runda once said that the industry reshuffle brought by the decline of single-link profits will highlight the competitive advantage of DHL Runda's entire industrial chain, which is beneficial to the company's long-term development and at the same time, it also adds many integration opportunities.
More importantly, NVC Lighting, which is affected by shareholder disputes, is not doing well this year. Since the contradictions of the company's shareholders began to surface in May of this year, NVC Lighting, which has experienced factory shutdowns and dealer forced palaces, has inevitably been affected.
In addition, the NVC executive team has also undergone major changes. At the end of November, Zhang Kaipeng from Schneider had resigned as the company's chief executive officer and a member of the interim operating committee. In addition, Xu Fengyun, vice president of NVC who firmly supported Wu Changjiang in the Infighting incident, has also resigned.
"Dehao will ensure the independence of NVC's operations. After joining NVC's board of directors, it will strive to improve its board governance and standardize company operations to meet the legal requirements of public companies in Shenzhen and Hong Kong and maximize the interests of shareholders." DHL Runda Chairman Wang Donglei said.
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