Midea acquired 85% of the equity of KUKA, but the significance of the acquisition lies in its disagreement with the acquisition of technology?

On the evening of July 20th, 20 16, Midea Group disclosed the results of its tender offer to acquire KUKA Group in Germany. According to the arrangement, the tender offer period ends at 24: 00 on July 15, German time. During this period, the total number of shares that KUKA Group accepted this tender offer was 28,765,438+00,000 shares, accounting for 726,5438+08% of the total share capital of KUKA Group. Before this tender offer, Midea Group had already held the equity of KUKA Group 13.5 1%. Based on this calculation, the company's shareholding ratio has reached 85.69%. Midea's tender offer price for KUKA is 1 15 euros per share, and its valuation of KUKA 100% equity is about 4.574 billion euros, or about 33.8 billion yuan.

1. According to this result, Midea Group's plan to acquire at least 30% shares of KUKA through bidding has been overfulfilled. However, according to the requirements of acquisition and delivery, the company still needs to meet three conditions: First, it has passed the anti-monopoly review of the European Union, Germany, the United States, China, Russia, Brazil and Mexico; Second, the German Federal Ministry of Economic Affairs and Energy has no objection to this acquisition; Third, it has been reviewed by the Committee on Foreign Investment (CFIUS) and the Defense Trade Control Committee (DDTC). The above conditions shall be completed by March 3, 20 17 at the latest.

2. In view of the impact of anti-monopoly investigation on the acquisition process, Guo Fanli, research director of China Investment Consulting, said in an interview with the Securities Times reporter: "Anti-monopoly investigation will not cause great obstacles to the acquisition. Although Germany has taken into account the outflow of confidential technology of enterprises after the acquisition of KUKA by the United States, it may even affect national security interests, but the political circles cannot stop this transaction. Free economy countries are all decided by the shareholders of enterprises, so the choice of enterprises is the most important, so this anti-monopoly investigation will not form a big obstacle.

3. At the same time, in order to minimize the worries that the KUKA merger may bring to the German government, Midea made a number of "compromises" while making a tender offer. For example, Midea promised not to take the initiative to seek the delisting application of KUKA, try its best to maintain the listing status of KUKA, and at the same time promise to completely maintain its independence.

4. In view of the German government's concern about the outflow of confidential technology of enterprises, the investment agreement signed by Midea and KUKA on June 28th, the content of which is ***5, does not involve technology transfer, but emphasizes respect for KUKA brand and intellectual property rights, such as "preparing to conclude an isolation and prevention agreement to keep the business secrets and customer information of KUKA Group confidential, so as to maintain the stable relationship between KUKA and customers and suppliers.