1, * * * jointly build the M&A platform.
Mode: PE institutions and listed companies or their related parties set up M&A platforms by setting up M&A funds or companies.
Contribution: (1)PE institutions and listed companies each contribute a part, and the rest are raised by PE institutions; (2)PE institutions and listed companies invest all their funds to set up industrial funds. Generally speaking, as a M&A fund GP, the investment scope of PE will not exceed 65,438+00%.
Duration: 4-5 years.
Responsibilities of both parties: PE institutions are generally responsible for the capital level such as project selection and transaction structure design, while listed companies are responsible for the daily operation and management of the target.
Structure: It usually takes the legal form of limited partnership. The PE institution is the general partner (GP) of the limited partnership and concurrently serves as the fund manager; Listed companies can be limited partners (LP), general partners or fund managers together with PE institutions. Related parties of listed companies can participate in capital contribution and become general partners of the fund; The rest of the funds are raised by PE institutions.
Profit: PE institutions-funds charge a certain management fee during operation; After the target expires, it is acquired by a listed company to obtain excess returns; Enjoy the premium brought by market value growth (before the establishment of M&A Fund, PE institutions strategically invested in listed companies). Listed companies-traditional mergers and acquisitions have been transformed and upgraded, and emerging industries hope to master the latest technology and industrial trends through mergers and acquisitions and realize the complete layout of the industrial chain; Enjoy market value growth.
2.PE institutions take strategic stocks as M&A consultants.
Mode: PE institutions act as M&A consultants of listed companies, providing M&A scheme design, financial and legal due diligence, and daily affairs consultation of capital markets.
Profit: on the one hand, PE institutions charge financial consulting fees, on the other hand, they enjoy the premium brought by the appreciation of market value as shareholders.
3. PE institutions as M&A consultants.
As an M&A consultant only, this model is not as obvious as the above two methods, and the initiative of PE institutions may be even worse.
Second, the attitude of the regulatory authorities towards this new model.
This model may have hidden dangers such as market manipulation, insider trading and interest transfer. And the relevant regulatory authorities are also cautious about this model, which can be seen from the feedback of the regulatory authorities on this model many times when reporting the stock transfer system materials in Silicon Valley Paradise.
The official reply of the CSRC to this regulatory model: "I will adhere to the market-oriented supervision of the" PE+ listed company "investment model, and let the market participants make their own decisions as much as possible within the scope of legal compliance. Further strengthen policy guidance and encourage it to play an active role in the industrial transformation and upgrading of listed companies. At the same time, in order to prevent market manipulation, insider trading, interest transfer and other phenomena that may occur in this investment model, I will strengthen supervision, strengthen information disclosure requirements under the investment model of "PE+ listed companies" according to laws and regulations such as the Measures for the Acquisition of Listed Companies and the Measures for the Administration of Information Disclosure of Listed Companies, sign market value management agreements and related party transactions, and severely crack down on illegal activities such as market manipulation and insider trading. Any behavior that harms the legitimate rights and interests of investors is found to be investigated together to maintain market order and market stability. "
Third, the main points of the actual operation of this model
Combined with public information, the reason why Silicon Valley Paradise sued Dakang Animal Husbandry was mainly due to the change of controlling shareholders and strategic adjustment of listed companies, and the new actual controllers of listed companies failed to perform their duties.
In this model, PE first becomes a strategic investor of listed companies through direct placarding, block trading and participation in fixed increase. And the cooperation agreements such as strategic cooperation between PE institutions and the control layer of listed companies can remain unchanged before PE exits, which will not change the company's future development much and have a certain grasp of the development trend of the industry (the acquisition target will go through a certain incubation period).
I think this model should be successful in several aspects:
1, which can be consistent with the control layer of listed companies in the company's business strategy for a long time (especially for the consideration of industrial integration) to effectively acquire the target and reach an agreement.
2. The project resources meet the demand.
3. The opinions of the regulatory authorities are very important. In view of the current lack of detailed regulations by the regulatory authorities, this model may be in a state of "one thing, one discussion".
4. Accurately grasp the secondary market from the perspective of market value management.
As a PE institution, the profit model mainly comes from:
1, M&A fund management fee
2.M&A consultant fee
3. Stock appreciation