Just as Su Xiaoman left, the door on the office door rang again.
"Come in!"
Lu Ming looked up and saw a lady in professional formal attire with shoulder-length short hair. She was elegant, intellectual and dignified. Her name was Yao Yun. She was the chief lawyer hired by Tiansheng Capital and the head of the legal department.
Lu Ming immediately asked her to sit on the sofa next to him, and he also came out of the desk and sat down opposite her.
Yao Yun put the thick stack of documents he brought with him on the table, "Mr. Lu, I have already thoroughly studied the issue you asked me to study the top-level design of Anshi Group."
As early as a month ago, Lu Ming had handed over this task to Yao Yun. She and her team carefully studied the 37-page articles of association of Anshi Group.
"Regarding Anshi Group, I just want to get affirmative answers to three questions from you, the chief lawyer." Lu Ming leaned back on the sofa and looked at Yao Yun, holding out a finger and saying:
“First, does Anshi Group’s equity structure have different rights for the same shares, or the same rights for the same shares? That is, does the founder of the company have one veto power over the company, and does one vote equal the voting rights of others’ 20 votes?”
Yao Yun looked at him and replied fluently without thinking: "This is the first loophole I found in the Anshi Group's articles of association, that is, the founder of the company did not retain control of the company for himself. According to the "Anshi Group"
According to Articles 18 and 56 of the Articles of Association of Anshi Group, Anshi Group has the same shares and equal rights. The founder does not have a veto power, and does not retain the right of the founder to have one vote equal to 20 votes from others. It can be said that,
It hands over control of the company to the capital market."
Lu Ming's spirit perked up slightly, and he immediately raised his second finger: "Second, are most of the directors of Anshi Group nominated by shareholders rather than by the founders of the company? Does the founder have the right to nominate more than half of the directors on the board of directors? Can he?
Can’t a director whose term has not expired be replaced midway?”
Yao Jun immediately replied: "This is the second major loophole in the An's Group's Articles of Association, which can be said to be the most fatal. The founder of the company has lost the right to nominate most of the company's directors. According to the "An's Group's Articles of Association"
Article 98 and Article 133: Directors of Anshi Group are nominated by shareholders, and shareholders can replace directors at any time. Regardless of whether the term of office expires, the founder of Anshi Group cannot control the company's board of directors and theoretically loses control over the company.
The actual control right is only because the founder of Anshi Group is the symbol and soul of the company. In fact, this loophole is the most fatal."
"Very good!" Lu Ming immediately sat up straight, picked up the cup and took a sip of tea and continued to ask: "Last question, does An's Group have a 'poison pill plan' to prevent hostile takeovers?"
The so-called "poison pill plan" was invented by Martin Lipton, a famous American M&A expert, in 1982. Its official name is "equity dilution anti-takeover measures". When a company is subject to a hostile takeover, especially when the takeover
When a party's shareholding reaches 10 to 20%, the company issues new shares on a large scale at low prices in order to maintain its control.
The purpose is to dilute the proportion of shares in the hands of the acquirer, dilute the equity, and also increase the acquisition cost, so that the acquirer cannot achieve the purpose of controlling the shares.
This is an anti-takeover measure. In 2005, Xinlang adopted the "poison pill plan" when facing the acquisition by Shengda Group. In the end, Shengda had no choice but to give up the forced acquisition of Xinlang.
Yao Yun shook his head, and then replied affirmatively: "I carefully sorted out the articles of association of Anshi Group. It is almost impossible for Anshi Group to activate the poison pill plan because it decided to carry out private placement. The plan needs to be approved by the extraordinary shareholders' meeting. The shareholding
If more than 20% of major shareholders object, it will not be passed. Moreover, the private placement not only reduces the earnings per share (EPS), but also the return on net assets (ROE), harming the interests of small and medium-sized investors. This will drive small and medium-sized investors to also oppose the passage of the plan.
"The poison pill plan is theoretically feasible, but in practice it is almost impossible."
After speaking for a moment, Yao Jun added: "The equity of An's Group is too dispersed. The An's family, as the major shareholder, holds less than 15% of the shares. The above three major loopholes are the decisive factors for An's Group to become a piece of meat on the board."
Lu Ming immediately made a decision: "Very good, Tiansheng Capital's next top priority is to launch the merger and acquisition of Anshi Group."
Yao Yun was not surprised when she heard what he said. In fact, she had already guessed it when she received the information Lu Ming gave her and ordered to conduct a comprehensive study of An's Group's equity structure and discovered these three fatal loopholes.
This young boss has the intention to swallow up the Anshi Group.
Anshi Group is undoubtedly seriously undervalued in the eyes of capital. The current stock price is around 14 yuan, and it has a lot of oil and water. According to the current valuation of Anshi Group in this city, if the current stock price remains unchanged, it will only
It only takes about 34 billion yuan of capital to become the controlling shareholder of this large group with an annual net profit of 28 billion yuan and a revenue of more than 350 billion yuan, with total assets of 550 billion yuan.
As long as you become the major shareholder of Anshi Group, you can seize control of the company's board of directors, and then seize control of the company.
Lu Ming looked at Yao Yun and said with a smile: "This is inside information. Insider trading is illegal. You have to remind other colleagues in the legal department involved not to touch Anshi Group's stocks in the next six months.
Already."
Yao Yun nodded and said: "We are all legal experts. I have everyone's signatures here, so Mr. Lu can rest assured."
"very good!"
After Yao Yun finished reporting his work matters and left, Lu Ming was the only one left in the office. At this moment, he was leaning against the sofa with his legs crossed and silent in thought.
The capital required for the capital operation of Whale Anshi Group is not a small amount. Tiansheng Capital currently only has 11.5 billion in liquidity. By talking to banks and securities companies, leveraging more than 30 billion in leverage financing is not a big problem. Such a big deal
A business that banks and brokerages would be happy to get involved with.
The benefits are too great.
After the financing, the total operating capital has reached 40 billion. Based on the current stock price of An's Group, theoretically, 34.5 billion can surpass the An's family and become the major shareholder of An's Group. At a price of 34.5 billion, it can become the total assets of this company.
The owner of an enterprise group worth more than 550 billion is too tempting.
Lu Ming did not dare to increase leverage too much. He had to be on guard against others. He did not rule out the possibility that banks and securities firms would jump in and dig a huge hole for him to liquidate his positions. Then he would just give it all away.
If triple leveraged funds want to liquidate their positions, Anshi Group’s share price would have to fall to the floor, which is obviously impossible.
The core focus of Jingtun Anshi Group is to compete for the nomination rights of its board of directors. Once it obtains more than half of the seats on the group's board of directors, it can control the board of directors. If it controls the board of directors, it will control the group.
The three major loopholes exposed in Anshi Group's articles of association gave Lu Ming the opportunity to seize control of its board of directors.
In fact, Lu Ming also saw that the management of An's Group was aware of the potential risks, so they were trying to buy back shares to increase their shareholding ratio, but they were too greedy. The An's family had been suppressing the stock price, trying to get cheap chips.
Such excellent white horse stocks of Anshi Group, including the 50, 150 and 300 index constituent stocks, had a cumulative stock price increase of only a little more than 12% during the crazy super market in the first half of this year.
Just pick any junk stock in Big A and it will increase by more than this in the past six months.
However, Lu Ming knew that leveraging this giant group with 34.5 billion was only theoretical, and the actual operation was definitely not enough, because once the attack on Anshi Group was launched, the war would definitely become the focus of attention in the entire capital market, and it would soon be
Soon other capital institutions will realize that the Anshi Group is a piece of meat, and all kinds of messy spoilers will surely appear, including market hot money that plucking hair, etc.
Maybe it will be a scene of demons dancing wildly.
There will be no shortage of interest organizations involved, and swallowing up An's Group is no small matter. Once it starts, it won't be long before Tiansheng Capital will have to openly play its cards. Other interest organizations are not vegetarians either. I understand what you are doing.
Sheng Capital’s intention is definitely to come in and make a fortune, and the stock price of An’s shares is bound to skyrocket, thereby increasing the cost of buying goods in the secondary market.
Lu Ming finished his thinking and said to himself: "It's time to take over Tiansheng Pioneer Mixing!"
Tiansheng Pioneer Hybrid Fund is also a part of this plan to swallow up Anshi Group, and it is also a key link.
