1. Introduction介绍
上市公司股票可以在股票市场上充分流通，对上市公司股权的争夺将加剧。资本天敌控制上市公司股权资本运作和公司董事会改制，影响公司决策。良好的商业环境和巨大的利息收入正在从这些行动中恢复。此外，万科是中国最好的房地产公司，低价的股票价格还很长一段时间，公司财务状况也保持良好。2015年9月，中国万科，2015年现金隐藏有限公司（以下简称万科）。此外，资产比率-能力总是维持在一个较低的水平。宝能控股（中国）有限公司（以下简称宝华能）是一家房地产企业，即使他们有项目合作。人们普遍认为，宝能的目标是万科发展自己的业务。宝能最近成为万科的最大股东，其份额超过了中国的资源。同时，商业保险集团（以下简称它）也开始提高万科股份。到目前为止，它在收购中持有6.18%的股份，这将产生重要影响。
The shares of listed companies can full circulation in the stock market, and war against the listed company equity will intensify. Capital natural enemies control equity capital operation of listed companies and restructuring of the company's board of directors and affect the decision of the company. Good business environment and great interest earnings are retrieving from these actions. In addition, Vanke is the best real estate company in China, low price the price of the stock is still a long time, and the company also maintains a good financial situation. In September 2015, China Vanke, 2015 cashes to hide Co., LTD. (hereinafter referred to as Vanke). In addition, the ratio of asset - the ability always maintain at a low level. Baoneng holding (China) co., LTD. Co., LTD. (hereinafter referred to as the Baohua can) is a real estate enterprise; even they have the project cooperation. It is widely believed that Baoneng aimed at Vanke develop their own business. Baoneng recently became Vanke’s largest shareholder; share more than China's resources. At the same time, business insurance group (hereafter called it) also began to improve Vanke shares. So far, it holds a 6.18% stake in the acquisition, there will be an important influence.
万科的资产真的很好。2015年9月，公司总资产5708亿元，货币基金组织（IMF）为427亿元。资产负债表大约是0.77。这表明公司的资产状况良好。多年来，资产负债率保持稳定，利息保障倍数仍为16倍。这意味着万科保持良好的长期偿债能力（Bonini，2015年）。公司也保持了良好的经营状况。据财务报表显示，今年前三季度，万科实现收入796亿元，净收入95.4亿元。报告称，其股本回报率为7.96%。在当前房地产市场低迷的形势下，万科仍保持一定程度的增长（Rubera&Tellis，2014年）。这意味着公司的经营状况一直保持良好。股票价格长期保持在低位。2008年，万科的平均股价约为24美元。但在股市泡沫破灭的情况下，该股价格在6年内仍在10元人民币。在这段时间里，万科经历了巨大的发展，所以相对于公司的业绩来说，价格是很低的。
Vanke's assets were really good. In September 2015, the company has total assets of 570.8 billion yuan, the monetary fund (IMF) to 42.7 billion yuan. Balance sheet is about 0.77. This suggests that the assets of the company maintained in good condition. Over the years, the rate of assets and liabilities remain stable, interest coverage ratio is still 16 times. This means that Vanke maintain good long-term solvency (Bonini, 2015). The company also maintained a good operating condition. According to the financial statements, in the first three quarters of this year, Vanke’s revenue reached 79.6 billion yuan, net income of 9.54 billion. Reported that their return on equity of 7.96%. In the current situation of the real estate market downturn, Vanke, still maintain a certain degree of growth (Rubera&Tellis, 2014). This means that the company's operating conditions always stay well. The price of the stock remains low for a long time. In 2008, Vanke’s average share price is about $24. But in the stock market bubble burst, the price of the stock is still in 10 yuan for six years. During this time, Vanke has experienced great development, so the price is low relative to the performance of the company.
万科在分散所有权下导致万科很容易获得。在前十名股东中，仅提名有限资源，中国境内结算公司持股超过10%，结算公司提名有限公司，机构投资者参与活动。另外，前十名股东持股比例低于50%。更糟糕的是，管理团队的股权不足5%，公司的管理团队无法绝对控制。在采购方面，万科的管理团队能力是完美的。根据股权结构，只有400亿欧元能获得对公司的控制权。房地产的主营业务也是宝能，甚至宝能和万科一些合作项目。宝能希望入股万科，进入公司董事会，到目前为止，重组董事会，以促进更深层次的合作（Mao&Renneboog，2015）。宝能与万科的合作将得到长足发展。随着现代金融的发展，房地产行业将进入资产管理的新时代。越来越多的保险公司将投资于房地产公司，甚至计划推出高品质的房地产公司。
因此，本文将对宝能与万科的并购案进行分析。Vanke in the dispersed ownership lead to Vanke is easy to obtain. In the top ten shareholders, only nominate limited resources and the settlement companies in China holds more than 10%, clearing company nominated co., LTD. The institutional investors are engaged in the activities. In addition, the top ten shareholders of shareholding proportion is less than 50%. To make it worse, the management team equity is less than 5%, the company's management team are unable to control the absolute. In purchasing, Vanke’s ability of management team is perfect. According to the equity structure, only 40 billion can get control of the company. The main business of real estate is also Baoneng, even Baoneng and Vanke some cooperation projects. Baoneng want to take a stake in China Vanke, into the company's board of directors, so far, the board of directors of the reorganization, to promote deeper cooperation (Mao &Renneboog, 2015). Baoneng cooperate with Vanke will get great development. With the development of modern finance, real estate industry will enter a new era of asset management. More and more insurance companies will invest in real estate companies, and even plan to launch the offer high quality real estate company.
Therefore, this article would like identify the case about a mergers and acquisition between BaoNeng&Vanke.
Table of contents
1. Introduction 3
2. Literature review 4
2.1 Brief Introduction of the Vanke 4
2.2 Brief Introduction of the Bao Neng 5
2.3 Relevant regulation requirement 5
2.4 The concept and characteristics of leveraged buy-out 6
2.4.1 The concept of leveraged buy-outs 6
2.4.2 The characteristics of leveraged buy-out 8
2.5 The application of the theory 9
2.6 Hostile takeover 11
2.7 Poison Pill 13
2.8 Regulations 13
3. Methodology 15
3.1 Data collection 15
3.2 Data analysis 16
3.2 Results 26
4. Discussion 29
4.1 The merger will bring in benefits or harms to the market, why or what not. 29
4.2 Why this merger is so controversy in China 33
5. Conclusion 34
6. References 38
2. Literature review
2.1 Brief Introduction of the Vanke
China Vanke co., LTD., hereinafter referred to as Vanke, which was found in 1984. In addition, in 1991, "Shen Vanke A" listed on the Shen Zhen stock exchange, securities, Vanke A, stock code: 000002, headquarters is located in China Shenzhen Yan Tian district, No.33 Huan Mei Road, Vanke center. After 30 years of development, according to a 2014 annual report, according to the current enterprise total assets of 508.4 billion yuan, the business income is 146.3 billion yuan; net profit of 15.7 billion yuan, comfortably in the Chinese market first, is China's current real estate industry flagship enterprise (AXELSON, 2015).
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5. Conclusion
In summary, whyBaohua love and wantVanke? Even at the back of the capital market with exalted skyer tough technique "barbarians" refer to. Widely can think it is a Baohua to the ambitions of driven action.
The layout of the comb can Baohua, with another insurance giant business has many similarities. Can Baohua insiders revealed that Baohua can head zhen-huayao "ambition", is want to collected in banking, insurance, securities, funds, trust, futures, lease after 7 Zhang Jinronglicence "call out" a financial empire as it is. From the hkex disclosure documents, Yao Shi can brothers are trying to build a Baohua of the financial and property empire. Frequent raising Vanke, or this is just the beginning of their large plan (Phan, 2014). But some surmised, behind can Baohua and mysterious magical powers.
Can Baohua the most core two ace pillar, one is the financial platform, a former sea life, another is real estate platform - the Baohua to real estate. Although the Baohua can hold money and property, but no direct link between, need a mediation through policy regulatory barriers, as a real estate industry is one of the best choice of listed companies, insurance funds can invest in the securities of listed companies to provide funds, funds of listed companies can take advantage of the investment real estate projects, real estate projects can feedback excess profits for listed companies, listed companies could amplify real estate profits return to insurance company, although the capital chain flow to flow between the three, but always in grey eminence palm hearts.
Mysterious consultants, however, "finance and economics, a think-tank analysts interpreted" is: do not rule out Baohua can have "more ambitious" force behind doing the layout of the larger, perhaps the value of Vanke has does not lie in its real estate business, but the brand, "wangshi" history of resources and may have been completed for the new layout of the future. If Mr. Wang touch, is a new alliance, if not understand, it is likely that they will be away.
Over the years, under the guidance of Mr. Wang, YuLiang, Vanke has become a big brand, corporate governance structure, strong business development ability of real estate developers, Vanke also is different from the domestic real estate enterprises in other family-based, closer to us and European equity ownership structure of listed companies. If can Baohua can ultimately control Vanke board, so Baohua can use Vanke in the layout of cities, as well as the Vanke real estate as a leading status, the good image, and can Baohua for asset integration, tell a "big story" is not clear.
First, on the stake, Baohua can stake is higher than that of China resources and management, through external canvassing, can further improve the weight index, can add at least one seat, control in the struggle, one sometimes can be decisive; So it is conceivable that a director elections, in addition to the parties to vote on the secondary market to buy chips, the two sides will stage a prestige or the mighty, or the undercurrent of canvassing (Arık &Kutan, 2015).
Second, although four board seats in the board of directors of the 11 people from half is still a gap, but if can give up the independent director seats for Baohua, to fully guarantee the independent director seats, in seven of the independent director, can be obtained more than half of the seats, it's one of the most important city.
Third, after the board change, how to have the opportunity to change the independent directors or other directors, as long as the replacement of two directors at the same time, the Baohua can have a chance to support one seat, this to the next town.
Fourth, on the voting strategy, can Baohua as latecomers, simple goal, strategy directly, to ensure that their candidate was elected as the only goal. And China resources, how to play, to contemplate, and more concerns. Under the current mess, the expression of medium and small shareholders is difficult to determine, limited voting rights in China resources aspect, must be made in shareholder director and executive director must give up: give up shareholder director one side, on the results should be more secure, but the risk is too high for CRC itself, the future is completely management control, seemingly can't choose; Give up, executive director of the party, it could lead to part of the core management out of the board of directors, the result is also a CRC is not willing to see, and even cause management internal pisions, at this point is also fatal; More crucial, because the right to vote is too scattered, if minority shareholders vote to management, so China resources scattered vote their board seats may also be difficult to guarantee. This kind of situation is, really difficult to let China resources and management decisions.
Fifth, business insurance is the most closely watched a third party, because 5% of its voting rights if they could be the Baohua to one side, another heaven and earth. Certainly will is the key point of the two sides compete for business insurance, business insurance in the capital market's performance in the past, he stood on one side of the Baohua can more likely, it more in line with the style of the company has always been, also can let business insurance benefit maximization. Baohua can wisely, you can direct the olive branch, bundling business insurance to vote for the latter had a board seat, even if both sides cannot guarantee a long-term tacit understanding and consistent action, but at least it insurance for China resources and Vanke management, also is furious (Arık &Kutan, 2015).
Sixth, under dong resignation springs alone in colleges and universities, Vanke may soon face two leading cadres of colleges and universities alone dong's resignation and replacement, the battle over the boards may come earlier. How to Baohua can nominate obstacle can be solved, maybe early on the war.
In general, the Vanke should fully get close to oversee the strategies on the company which has the potential disadvantage for others; in the case of the Vanke and BaoNeng, the final winner is the Anbang insurance in the acquisition. In addition, regulation could be the significant part to take consideration in the acquisition. Moreover, government relationship is quite important in China.
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