News:"The first domestic aseptic packaging acquisition case" has the latest progress.
On the evening of May 19, Xinjufeng (301296.SZ) issued a major asset purchase report (draft) on the acquisition of Greatview Packaging (Greatview, 00468.HK) equity.
Regarding compliance issues that have attracted much attention, Xinjufeng pointed out that this transaction involves overseas investment. As of the signing date of this report, the company has obtained the "Enterprise Overseas Investment Certificate" and "Overseas Investment Project Filing Notice" for this transaction. and the "Business Registration Voucher" related to foreign exchange registration, in line with the relevant provisions of laws and regulations related to foreign investment of Chinese enterprises.
In addition, according to the "Domestic Legal Opinion", this transaction is to purchase the underlying assets in cash, and there is no violation of laws and regulations related to foreign investment in China.
According to the data, Xinjufeng was established in 2007, specializing in the production of aseptic packaging materials for liquid food. It is one of the few enterprises in China that can produce aseptic packaging on a large scale, and its products are used in many domestic dairy companies.
On September 2, 2022, Xinjufeng was listed on the GEM and became the largest supplier of aseptic packaging materials controlled by domestic capital. As of now, Yuan Xunjun and Guo Xiaohong's couple actually control 31.23% of the shares of Xinjufeng.
In January 2023, Xinjufeng, which has just landed on the GEM for less than half a year, will target another domestic aseptic packaging giant for acquisition. On the evening of January 29, Xinjufeng released a major asset purchase plan, planning to acquire 377 million shares of Greatview Packaging held by JSH Venture Holdings Limited in cash through an agreement transfer, accounting for about 28.22% of its total share capital.
According to the asset report, the acquisition consideration for this transaction is HK$2.65 per share, corresponding to the transfer price of the underlying assets of approximately HK$999 million (approximately RMB 864 million), which is a premium over the closing price of Greatview Packaging on the previous day about 22.69%. After the transaction is completed, Xinjufeng will become the largest shareholder of Greatview Packaging, but it still cannot control it.
It is worth mentioning that Xinjufeng is not as good as Greatview Packaging in terms of business scope, market share, total assets, or operating income. Therefore, this acquisition is also considered by the industry to be a "snake swallowing an elephant" type acquisition.
Regarding the transaction price, Xin Jufeng stated that this transaction is a market-oriented transaction. based on comprehensive consideration of the target company's financial status, net assets, market position, brand, technology, channel value and other factors, the listed company and the transaction The other party negotiated and formed the price of this transaction. The price of this transaction did not take into account the synergy effect between the target company and the listed company.
Xinjufeng attaches great importance to this acquisition. In his view, this transaction is a listed company’s strategic investment in high-quality assets in the industry. On the one hand, it can help the company improve its product categories and market layout, and on the other hand, it can improve the company’s profitability.
According to an insider in the aseptic packaging industry to Jiemian News, Xinjufeng’s current products are mainly aseptic packaging consumables, while Greatview’s product specifications and types are more abundant than its counterparts. Not only that, Greatview Packaging owns the sales business of filling machines and its accessories, and has already made arrangements in foreign markets, which are fields that New Jufeng has not yet set foot in.
However, this acquisition aroused the opposition of the board of directors of Greatview, for which it initiated two anti-monopoly investigations on its own initiative.
On the evening of March 14, Greatview Packaging announced that the company had formally submitted an anti-monopoly declaration to the Anti-Monopoly Bureau of the State Administration for Market Regulation of China regarding the proposed sale. Immediately after March 27, Greatview Packaging pointed the finger at JSH, the company's largest shareholder, arguing that its previous acquisition of the company's shares constituted a concentration of operators.
In this regard, Xinjufeng emphasized in the latest asset report that according to the "Domestic Legal Opinion", this transaction does not constitute the concentration of operators stipulated in Article 25 of the "Anti-Monopoly Law of the People's Republic of China". According to Article 26 of the "Anti-Monopoly Law of the People's Republic of China", the declaration of concentration of business operators is carried out.
Talking about the approval risk of this acquisition, Xinjufeng stated that the relevant matters involved in this transaction still need to be considered and approved by the general meeting of shareholders of listed companies, and other necessary approvals, approvals or filings (if necessary) required by relevant laws and regulations need to be obtained. There are uncertainties in whether this transaction can obtain the above-mentioned approvals and approvals, and when it will finally obtain approvals and approvals.
Jiemian News noticed that as the acquisition progressed further, the stock prices of Xinjufeng and Greatview Packaging had already been reflected in the secondary market in advance.
As of the close on May 22, Xinjufeng reported 17.30 yuan/share, a cumulative increase of more than 10% in the past ten trading days; Greatview Packaging reported 1.90 yuan/share, a cumulative increase of nearly 30% from the low point of 1.47 yuan/share in April. %.
Guosheng Securities Research Report believes that Xinjufeng intends to acquire 28.22% of the total shares of Greatview. The current total production capacity of Greatview has reached 30 billion packs. , customer breadth, overseas layout and other conveniences are expected to be optimized.
As for whether the performance of the secondary market is related to the progress of the acquisition of Greatview, Xinjufeng told Jiemian News that it is difficult to evaluate the performance of the secondary market, as the rising sectors in the market are scattered, so it is difficult to say that it is affected by the progress of the acquisition. Regarding the progress of the acquisition, please refer to the progress announcement issued by the company every month.
