Wanda LETV M & a "high fever" hidden worries
beijingshangbao· 2016-05-25 11:08:11
although there have been rumors that regulators on the film and television industry merger control policy tightening trend, but this did not affect the A-share listed companies merger and acquisition (M & A) the enthusiasm of the reorganization of assets of film and television. Such as Wanda cinema, LETV and other chiefs have recently disclosed the heavily overweight film industry merger plan. In the popular film and television industry mergers and acquisitions, though quasi underlying assets previously mediocre performance of mergers and acquisitions, but in the transaction has a commitment to the very brisk performance, this also let listed companies sell very generous, generous to give quasi purchase of high asset valuation, and related parties involved in the transaction has become the biggest winner. " However, after a large amount of money acquired, the underlying assets of the future real gold absorption capacity geometry, but still full of doubt.
overestimate the value of M & A between
over the past few days, A-share appears to be blowing a film and television assets acquisitions and in the transaction, and listed company has a number of related party relationship takeover targets were given a good evaluation. After the
suspended for 3 months, Wanda cinema revealed its restructuring plan in May 13th. Wanda cinema intends to Wanda investment 33 counterparty issue shares to buy 100% stake held by wanda. Among them, the estimated value of 100% equity Wanda film 37 billion 500 million yuan, the estimated value of about 171.46%, the parties to determine the underlying asset transaction price of 37 billion 204 million yuan. In fact, due to the transaction involved in related transactions, and therefore the most direct beneficiaries of the high valuation of the acquisition of Wanda film and television is the most direct beneficiaries of these related parties. Such as Wanda film of the first largest shareholder Wanda investment holding Wanda film about 38.71% stake, and Wanda investment and Wanda cinema's controlling shareholder, in the transaction, about 38.71% stake in the sale of investment Wanda Wanda television trading on the price of about 144 million yuan.
5 month 6, the music network has also thrown out a share of the issue of shares and payment of cash to buy assets of the associated transaction plan. In accordance with the trading scheme, music network will be through the way of issuing shares and cash purchase of film music as 100% of the equity, film music, as estimated pricing of 98 million yuan. As of December 31, 2015, film music as belonging to the equity holders of the parent company is about 21.1 billion yuan, value-added rate for 364.82%. Wanda film and television were acquired in the same situation, the same high valuation so that related parties to benefit quite a lot. It is understood, music network and the counterparty of music as holding the controlling shareholder and actual control per capita Yueting, before the transaction, depending on the holding hold music studios about 43.38% stake. According to the trading scheme, if the final transaction is completed, the music as holding will receive a total of about $4 billion 250 million of the transaction price. Standard
asset performance mediocre
however, whether Wanda film or music studios, in behind to give high valuations, its performance in recent years is not a color, after the integration of the Wanda film and film music as even still in the past two years continuous losses. < to Wanda film, for example, by integrating the former Wanda film financial data, 2015 the company's operating income and net profit are continuous growth, corresponding revenues were approximately $3.82 billion yuan and 569 million yuan, corresponding to a net profit of respectively 1.3 billion yuan 6116.23 million contract, so that profitability and some small film company profitability is. After the integration of the film and television is a continuous loss. The restructuring plan, after the integration of the Wanda film in 2014-2015 respectively, to achieve operating income of about 34.4 billion yuan and 39.26 billion yuan, corresponding to a net profit of were approximately losses of 269 million yuan and a loss of 39.7 billion yuan, not only consecutive losses, but also increased loss of signs. In this regard, the company in the restructuring plan said Wanda movie after the integration of the recent years of losses larger main line and Qingdao shadow cast (100% ownership of the legendary pictures) induced.
film and music as nearly two years of operating income while maintaining growth, but also the continuous loss of net profit. 2014-2015, music studios, as revenues were approximately 7.65 billion yuan and 11.45 billion yuan, corresponding to a net profit of respectively about 890 million yuan loss and loss of about 1.02 billion yuan. Compared with the integration of the Wanda film, although there are signs of reduced LETV pictures but the amount of loss is still large.
it is worth noting that, although in recent years of continuous losses, but the trading side of the performance commitment is very brisk. In the trading program, Wanda Wanda film Wanda investment commitment to Wanda film 2016 annual, 2017 annual, 2018 annual net profit of not less than 5 billion 98 million yuan. And the obligation to compensate people music as holding, Zhang Zhao, Ji Xiaoqing, Dunlop shadow days and Lezheng Rong general commitment, music studios in 2016 and 2017 year, the year 2018 belonging to the shareholders of the parent company after deducting non often net profit and loss were not less than 5.2 billion yuan, 7.3 billion yuan, 10.4 billion yuan. For before being acquired by consecutive losses of integration after Wanda movie and music studios, this performance promises inevitable that allow investors to question the possibility of its implementation. < "music, as compared to pictures, Wanda movie big shareholders commitment to performance is fuzzy, the future three years, net profit is not less than the total of 50.98 billion yuan, indicating that in the short term, the company is still likely to continue to be a loss, the performance of force may still need a period of time. "Beijing, a private person, said.
high performance commitment cited controversy
however, for the huge achievements made in mergers and acquisitions commitment, the industry has a different point of view. < p > in a main relates to executives of Listed Companies in the film and television business, film and television industry in the next few years will still showing a trend of rapid growth, the industry boom degrees of rising to the explosive growth of the company related to film and television performance. "Wanda film and music studios make transactions in the performance commitments should be achieved. "The listed company executives say. It is understood that the company had acquired a film and television company two years ago, had made the results of the commitment is also quite controversial, but nearly two years the performance of the underlying assets of the final assessment is also standard. < p > "a few years ago the film industry in the period of the outbreak, even at the global box office performance in China's movie box office performance is one of the highest, the next few years the industry is certainly good, but can continue to maintain high-speed growth of the explosive is not to say. "And another veteran film and television industry thinks, at present the film industry valuation are mainly based on over the next few years the rapid development of the industry to make judgment of the market, once the film market development speed is less than expected may on the film and television companies related to the performance of direct impact. Public data show that in 2015 China's total film box office was 44 billion 69 million yuan, up 48.7% over 2014. < p > at the same time, the senior people in the industry also said that many listed companies to switch to engage in film and television, most of components of the concept of speculation, the risk is still very large. "Such as annual shoot TV series, the movie is about half as likely to have not publicly issued, there are a number of small companies without high-quality IP reserves, by one or two small cost of manufacture drama hot valued multiplication, but the continuing viability is at risk. "
in yesterday's Wanda cinema has received from the department management of Shenzhen SME Board Companies in the reorganization of the company's inquiry letter. In the letter of inquiry, the SME Board companies management department that Wanda film commitment net profit and historical performance compared to larger increase, the company was asked to combination of transactions subject to the development of the industry, business development, etc. in the case, that commitment to performance basis and rationality, and please independent financial adviser to issue professional opinions. At the same time, due to the investment performance of the compensation object only Wanda, and the use of three years net profit with commitment and in three years after a one-time compensation way and small board company management require the company to supplemental disclosure, the compensation mode of legal compliance, whether accord with the company's major asset restructuring management measures (amended in 2014), "and" on the restructuring performance compensation issues related to mergers and acquisitions with the answer "to the provisions.
Beijing Business Daily reporter Dong Liang / Wen Han Korean /