Rebirth: The Financial Giant

Su Xiaoman had just left when the knock on the office door sounded again.

Come in!

Lu Ming looked up and saw that it was a lady in professional formal attire with shoulder-length short hair. She was elegant, intellectual and dignified. Her name was Yao Yun, the chief lawyer hired by Tiansheng Capital and the head of the legal department.

Lu Ming immediately asked her to sit on the rest sofa next to him, and he also came out of the desk and sat down in her opposite position.

Yao Yun put the thick stack of documents on the table, Mr. Lu, I have thoroughly researched the top-level design of the An Group that you gave me to study.

As early as a month ago, Lu Ming had already handed over this task to Yao Yun. She and her team carefully studied the 37-page articles of association of Anshi Group.

Regarding the Anshi Group, I just want to get a positive answer to three questions from your chief lawyer. Lu Ming leaned back on the sofa and looked at Yao Yun and extended a finger:

First, is the shareholding structure of Anshi Group with the same shares with different rights, or the same shares with the same rights, that is, does the founder of the company have the right to veto the enterprise, and does one vote equal to 20 votes of others?

Yao Yun looked at him and answered fluently without hesitation: 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 Articles 18 and 56 of the Articles of Association of the Group, Anshi Group has the same shares and the same rights. The founder has no veto power, and does not retain the right of the founder to have 1 vote equal to 20 votes of others. It can be said that, Handing over control of the company to the capital markets.

Lu Ming's spirit was slightly lifted, and he immediately raised his second finger: Second, are most of the directors of Anshi Group nominated by shareholders rather than by the company founder? Does the founder have the qualifications to nominate more than half of the directors of the board of directors? Yes? Can't replace directors whose term has not expired midway?

Yao Jun replied immediately: This is the second biggest loophole in the Anshi Group's articles of association, and it can be said to be the most deadly. The founder of the company lost the right to nominate most of the company's directors. According to the Anshi Group Articles of Association Articles 98 and 133, the directors of Anshi Group are nominated by shareholders, and shareholders can change directors at any time. Regardless of whether the term of office expires, the founder of Anshi Group cannot control the board of directors of the company, and theoretically loses control of the company. The actual control is only because the founder of Anshi Group is the symbol and soul of the company, and in fact this loophole is the most deadly.

Very good! Lu Ming immediately sat up straight, took a cup of tea and continued to ask: The last question, does the An Group have a 'poison pill plan' and can it prevent hostile takeovers?

The so-called poison pill plan was invented in 1982 by Martin Lipton, a famous American merger and acquisition expert, and the official name is equity dilution anti-takeover measures. When the stake held by Fang reaches 10-20%, the company will issue new shares at a low price on a large scale 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 at the same time increase the cost of acquisition, so that the acquirer cannot achieve the purpose of controlling.

This is an anti-takeover measure. In 2005, when Xinlang faced the acquisition of Shengda Group, it adopted the poison pill plan. In the end, Shengda had no choice but to give up the forced merger of Xinlang.

Yao Yun shook his head, and then replied affirmatively: I have carefully combed the company's articles of association of Anshi Group, it is almost impossible for Anshi Group to use the poison pill plan, because the decision to carry out fixed increase, the plan needs to be approved by the extraordinary general meeting of shareholders, holding shares. If more than 20% of the major shareholders object to it, it will not pass, and the private placement not only reduces the EPS, but also reduces the return on equity (ROE). , Poison pills are theoretically feasible, but practically impossible.”

After a while, Yao Yun added: The Anshi Group's equity is too scattered, and the Anshi family holds less than 15% of the shares as a major shareholder. The above three loopholes are the decisive factors for the Anshi Group to become a smashed meat on the board.

Lu Ming immediately made a final decision: Very good, Tiansheng Capital's next priority is to launch the merger and acquisition of Anshi Group.

Yao Yun was not surprised to hear what he said. In fact, she had already guessed it as early as when she received the information from Lu Ming and ordered a comprehensive study of the shareholding structure of Anshi Group and discovered these three fatal loopholes. The young boss has the intention of swallowing Ans Group.

In the eyes of capital, Anshi Group is undoubtedly seriously undervalued. The current share price is around 14 yuan, and there is a lot of oil and water on the body. According to the current valuation of Anshi Group in this city, if the current stock price remains unchanged, only It only needs about 34 billion yuan to become the controlling shareholder of this large group with an annual net profit of 28 billion yuan, revenue of more than 350 billion yuan and 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 enterprise.

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 who are involved in it, don't touch the shares of Anshi Group for the next six months. already.

Yao Yun nodded and said, Everyone is a legal expert. I have everyone's signature here, so President Lu can rest assured.

very good!

In the office, after Yao Yun finished reporting the work, Lu Ming was left alone. At this moment, he was leaning against the sofa with Erlang's legs crossed in contemplation.

The capital required for the capital operation of Whale Tun Anshi Group is not a small amount. Tiansheng Capital currently only has liquidity of 11.5 billion yuan. By talking with banks and securities companies, it is not a big problem to leverage more than 30 billion yuan in leveraged financing. A business bank and brokerage would be happy to get involved.

The benefits are too great.

After the financing, the total operating capital has reached 40 billion. With the current stock price of Anshi Group, theoretically 34.5 billion can surpass the Anshi family to become the major shareholder of Anshi Group, and it can become the total assets of this company at a cost of 34.5 billion. The owner of more than 550 billion enterprise groups is too tempting.

Lu Ming didn't dare to add too much leverage. He had to be guarded against others. It was not ruled out that banks and brokerages would jump and dig a huge hole for him to blow up the entire position, so he would give it all for nothing.

If the triple leveraged funds want to liquidate the position, Anshi Group's share price must fall to the floor, which is obviously impossible.

The core focus of the Whale Tunnel Group is to compete for the nomination rights of its board of directors. Once more than half of the board of directors of the group is obtained, it can control the board of directors, and control the board of directors will control the group.

The three loopholes exposed in the Anshi Group's articles of association gave Lu Ming the opportunity to seize control of his board of directors.

In fact, Lu Ming also saw that the management of Anshi 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.

Anshi Group is such an excellent white horse stock, 50, 150 and 300 index constituent stocks, in the frenzied super market in the first half of this year, the stock price has increased by only a little more than 12%.

Just pick a junk stock in Big A, and it has risen more than this in half a year.

However, Lu Ming knew that using 34.5 billion to leverage this giant group is only theoretical, and the actual operation is definitely not enough, because once the attack on Anshi Group is launched, this battle will definitely become the focus of attention in the entire capital market. Soon, other capital institutions will realize that the Anshi Group is a piece of fat, and there will definitely be all kinds of messy spoilers, market hot money coming to pluck the wild goose and so on.

It might be the time when a group of demons dances wildly.

There will be many interest organizations involved in all parties. The Whale Tun An Group is not a small game. Once it starts, it will not be long before Tiansheng Capital will have to play the cards. Other interest organizations are not vegetarians, I understand you. Sheng Capital's intention will definitely come in to make a fortune, and the stock price of Anshi's shares is bound to skyrocket, thereby increasing the cost of scavenging goods in the secondary market.

Lu Ming finished thinking and said to himself, It's time to take over the Tiansheng Pioneer Mix!

Tiansheng Pioneer Hybrid Fund is also a part of the plan of the Whale Ans Group, and it is also a key link.

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