1Monday, October 30th, 1972, 10, the acquisition war of milk companies broke out in the Hong Kong stock market due to limited land. This is the first and most widely known takeover battle in the history of the development of Hong Kong stock market, which has a far-reaching impact.
On the day of takeover, Hong Kong Hang Seng Index rose 43.67 points to close at 626.66 points, with an increase of 7.4%. It was also stimulated by this acquisition that the Hang Seng Index reached an all-time high of 65,438+0,700 points in February 1973.
When it comes to acquisitions, we can't help but introduce the backgrounds of the two companies.
Hong Kong Land Limited is a subsidiary of Jardine Matheson, a wholly British company. Known as the world's largest real estate company, the Hong Kong stock king of the year occupied most of the real estate in the most prosperous area of Central Hong Kong, and was a real estate tycoon in Central Hong Kong. However, with the decrease of land resources available for development in the central area, land acquisition companies are eager to develop the vast emerging lots in eastern Hong Kong. This milk company is owned by the Zhou family, a famous tycoon in Hong Kong. Its chairman, Zhou Xinian, was a Chinese knight awarded by Britain and a celebrity in Hong Kong's political and business circles at that time. Because the dairy company's cattle factory occupied a large area of land in Pokfulam Road, Causeway Bay, the limited land has been coveted for a long time, and it has been waiting for the opportunity to hold the controlling stake in its own hands, and it was officially showdown on 65438+1October 30.
1 On the morning of October 30th, 65438 Land Company published an announcement in the newspaper, suggesting that every two shares of 94 yuan land should be exchanged for the shareholders of the milk company 135 yuan Milk Stock/kloc-0 when the market closed on October 29th. The land company said that the stock in the hands of milk shareholders will appreciate to 94× 2 = 188 yuan, with an appreciation rate of about 40%. The acquired milk company will get strong support from the parent company and develop rapidly.
As soon as the stock market opened that day, the milk share price quoted a high price of 188 yuan and closed at a high price of 196 yuan, which was 45% higher than the closing price of 135 yuan on 27th. The share price of land also rose to 104 yuan, up 10 yuan, or about 1 1%. The whole stock market suddenly boiled, which made investors who had not experienced the acquisition war stunned and quickly turned into madness.
However, the milk company was slow to respond. Zhou Xinian just sneered at the acquisition war provoked by the land acquisition company. Under the reaction of the milk company, the milk share price fell back to 19 1 yuan.
In contrast, land acquisition is extremely active. In order to improve the value of the stock, the land acquisition company revalued its assets, took the revalued surplus of 654.38+0.75 billion yuan as capital, and distributed a "large" dividend. It is also claimed that the dividend of 654.38+0.972 is not lower than that of 654.38+0.2 yuan, with an increase of 26% and 654.38+0.973. The increase was 25%, and 1974 paid a dividend of 2.02 yuan, with an increase of as high as 35%, so as to raise the stock price and show the determination not to give up until the acquisition goal is achieved.
165438+1On October 3rd, the milk company hired Luo and his son (London) to study the land acquisition proposal. And called on milk shareholders to wait for further notice from the board of directors before making any decision.
Due to the refusal of the milk company, the land company will definitely raise the purchase price and make the milk share price hit a new high. On the 7th, the share price of milk rose to 22 yuan again, closing at 228 yuan. The share price of land also rose to 104 yuan from the previous day's plunge, and the Hang Seng Index of the stock market set a historical record of 700 points.
1 65438+1On October 9, Zhou Xinian, chairman of the milk company, attended the press conference, and Romanian company put forward three reasons against the acquisition:1 If the takeover proposal is accepted, the stock dividend of milk will be reduced. Because 1972 calculates that the dividend per share of milk is 3 yuan, while the dividend per share of land is 2.4 yuan, which is unfair to milk shareholders.
2. 1972, the profit per share of milk is 3.65 yuan, and the profit of two shares is only 2.58 yuan. After the merger of milk, the profit of land increased to 2.79 yuan, while milk decreased by 0.8 1 yuan, which is of course unreasonable for dairy shareholders.
The purpose of land acquisition is to take advantage of milk to expand their business. As a milk company, it has a good reputation in all aspects and obvious advantages. There is no need to rely on mergers and acquisitions.
So Milk flatly rejected the proposal, and Zhou Xinian was confident that the acquisition would not succeed. Moreover, in order to attract shareholders and attack the plan to acquire land, the milk company proposed to split the shares into five shares, and then send bonus shares to each new share 1 share. In other words, shareholders now have 10 new shares per share, an actual increase of 9 times. At the same time, it was announced that the annual profit of 1972 increased by 35% over the previous year.
1972 annual dividend is expected to increase by 67% per share. Stimulated by this news, the share price of milk rose to the highest level in 290 yuan at 5438+00 on June, and finally closed at 268 yuan. It rose to 50 yuan one day, with an increase of 23%, almost 1 times higher than the closing price of 65438 on October 27th. At the same time, the share price of Land also rose to a record high of 127 yuan, with the highest increase of 154 yuan, and the Hang Seng Index also reached a record high of 759 points. At that time, the price-earnings ratio of milk was as high as 73.4 times, and that of land was as high as 98.5 times! It can be seen that the madness of the stock market has reached an unreasonable level.
Although the acquisition war has reached a fever pitch at this time, neither side has used cash acquisition or anti-acquisition, or even raised the purchase price to attract investors. In addition to attracting investors with the preferential conditions of stock exchange, split and dividend, the two sides just blame each other and raise themselves through overwhelming advertisements. From 10, 1 1, Rand first launched an advertising campaign, and until the day before the acquisition deadline, the two sides were at loggerheads. From today's perspective, many of these words are actually misleading investors and suspected of violating the rules. But at that time, the laws and regulations of Hong Kong stock market were not perfect, and no one pursued them. This is a rare sight compared with those acquisition wars in which billions of Hong Kong dollars are cashed out.
Mutual accusations, inquiries and exposures have caused psychological panic among shareholders of both parties. In addition, the chairman of HSBC warned investors: "The stock market has become pure speculation, and many stock prices have exceeded reasonable levels." On Monday, there was a round of plunge in 13, and the share price of milk once fell to 202 yuan, and finally closed at 2 12 yuan, with a drop of 20%. Land fell sharply, in 33 yuan, falling. Fortunately, the market rebounded the next day and did not turn into a stock market crash.
Because at that time, the real estate industry was in the stage of prosperity and rising, and the land acquisition company was a world-famous big company, and its proposed conditions and described prospects really made all dairy shareholders yearn for it. Because the strength of milk companies is relatively weak, the future of developing real estate alone is obviously not as bright as that of joining hands with land. Therefore, most dairy shareholders still prefer the proposal of taking land. For milk companies, the acquisition war may be doomed to lose from the beginning.
In order to save the situation, the milk company announced on June 24th 165438+ that it would form a new joint venture company with Hua Mao Real Estate Co., Ltd., and the new company would distribute 25% of the shares to the original milk shareholders. However, the deadline for the acquisition of1October 29th is only five days, and the time is too late. What's more, Chinachem's imposing image is not as good as that of Land, which claims that the equity of milk it controls is enough to veto the agreement with Chinachem announced by Milk. Therefore, the cooperation between milk and Chinachem is obviously not as good as that with land, which is beneficial to the development of real estate. As a result, milk is self-defeating and counterproductive. Instead of reversing the situation, it announced its ultimate failure.
On the 27th, Milk made a final struggle, explaining to shareholders that everything was going well at home, and advertising that "couples often quarrel before marriage, how can they have a happy family life after marriage?" "Business prosperity depends on sincere cooperation, and bickering is by no means the way to make money. Please pay attention to shareholders ",this advertisement is like a summary of the" quarrel "advertising war in the past month. But by this time, the tide had gone out. Rand also took the opportunity to make a final blow, fulfilled the rumor of bonus shares, and even generously announced that he would give away 5 bonus shares for free. Now ordinary milk can be replaced by 12 shares of land. Suddenly, there was a long line in front of the land, and dairy shareholders rushed to exchange shares.
On the 28th, Milk published a full-page advertisement again, analyzing the business prospects of both parties, urging shareholders to pull back from the brink, but there was nothing they could do. On the same day, Land said that it had controlled 5 1% equity of Milk. At this point, the battle to buy cattle has faced a curtain call, and the party that owns the land has already won the battle.
On the 30th, the day after the closing date of the acquisition, Land published the last full-page advertisement that won the acquisition, claiming that it had held 80% of the shares of the milk company. At this point, the whole month-long "buy cattle" acquisition war ended in a complete victory with limited land.
The land company swallowed up the big milk company without moving a penny, which was indeed a masterpiece and set an unprecedented record in the post-war stock history of Hong Kong. Announced the victory of the hostile takeover of Chinese families by the British consortium, and the milk company changed into the British flag. After this battle, Zhou Jia and Zhou Xinian were greatly weakened and began to decline.
Comments: 1. The stock market is like a battlefield. The acquirer is prepared, and if the acquirer is helpless, it can only be helpless. Therefore, the best way to deal with this hostile takeover can only be to plan ahead. For example, if Milk previously held more shares in its own company, or deliberately dispersed its shares to several friendly enterprises. In this way, after the land is acquired, it will not collapse at the touch of a button. Therefore, although one is in the dark, one is in the light, and one is strong and one is weak, it should not be a one-sided game.
For the weak, the best defense is to turn yourself into a hedgehog, covered with thorns, and the enemy has nowhere to start. At least the milk company didn't learn the "poison pill" tactics of foreign companies against the acquisition when there was no hope of winning the acquisition war-or merged bankrupt companies on a large scale; Or let yourself be heavily in debt ... such a dairy company may scare the earth and make it boring.
3. Take the first bus to do business, making it a rock-breaking, and so is the stock market. Far away, such as the "buy cattle" war is the first time, and recently, such as the domestic Baoan acquisition of Zhong Yan is also the first time, which one is not a victory? In the stock market, it seems to be an iron law that those who dare to eat crabs always win.