1.05 July 2005, Hunan Valin Pipeline Co., Ltd.? 000932.SZ, hereinafter referred to as Valin Pipeline's announcement, said that the company received the approval from the State-owned Assets Supervision and Administration Commission of the State Council and the National Development and Reform Commission on the transfer of part of the state-owned equity of Valin Pipeline. Wang Jun, deputy general manager and secretary of the board of directors, told reporters that the joint venture company will be established in late August.
After Valin Group transferred its 647 million shares of Valin Pipeline Company to Mittal Company, the total share capital of Valin Pipeline Company was still 65.438+76.5 million shares, of which Valin Group held 660 million shares of state-owned legal person? Accounting for 37.673%, Mittal holds 647 million non-state-owned shares? Accounting for 36.673%. This M&A case has set a new record for foreign investors to acquire China A-share market, and it is also the first case for foreign investors to acquire state-owned steel enterprises through equity investment.
According to Wang Jun, M&A has experienced many twists and turns. Mittal initially hoped to hold the same shares as Valin Group. The National Development and Reform Commission refused to approve at the last minute, saying that it would control state-owned assets. After this merger, the National Development and Reform Commission immediately issued a policy for the steel industry, which does not allow foreign investors to control steel enterprises, especially large steel enterprises. Prior to this, relevant laws and regulations did not restrict foreign-controlled steel enterprises.
2. Many countries have relatively perfect supervision systems for cross-border M&A, but this work is still in its infancy in China.
In Germany, the company law stipulates that when a person buys 25% or more shares or voting rights of a German company in a cross-border acquisition, he must notify the Federal Cartel Office. When the acquisition creates or strengthens the market control position, such acquisition will be prohibited.
At the end of 2004, Lenovo's acquisition of IBM's personal computer business was reviewed by the US Committee on Foreign Investment. In September 2004, when China Minmetals proposed to acquire Noranda Mining Company, Canada was worried about the prospect of acquiring its own natural resources company, and was planning to take stricter safeguard measures, and was considering whether to amend the bill to give Parliament greater control over the merger process. At present, in Canada, any M&A agreement worth more than $200 million must be approved by the Canadian government before it can take effect.
3. In China, cross-border M&A still lacks a complete and systematic supervision system. Over the past 20 years of reform and opening-up, multinational companies have seized the China market through direct investment or merger and acquisition of China enterprises, monopolizing many industries or at the critical point of monopoly. However, in China, there is a lack of necessary foreign merger and acquisition review institutions. This phenomenon has aroused great concern from officials and people in the private sector.
While the China Securities Regulatory Commission, the National Development and Reform Commission and other national ministries and commissions are working hard to revise and introduce laws and regulations related to foreign M&A, a white paper from the non-governmental organization, the M&A Association of the All-China Federation of Industry and Commerce, puts forward systematic suggestions on preventing the impact of global M&A on China's economic security, mainly including:
First, step up the implementation of relevant laws and regulations with the Anti-Monopoly Law as the main body. According to the white paper, the biggest direct negative impact of foreign M&A is that it may lead to monopoly and suppress China's infant industries, and the most important means to overcome this negative impact is the anti-monopoly law.
The second is to set up an examination and approval agency for transnational mergers and acquisitions, which can be composed of several ministries and directly managed by the State Council.
Third, the early warning mechanism of national economic security in M&A should be established. First, information early warning should be established, and M&A economic information network, file management system and analysis system should be established.
Wang Wei, Chairman of M&A Association of the All-China Federation of Industry and Commerce and Chairman of Wanmeng Investment Management Co., Ltd., is the initiator of this white paper. He told reporters that M&A Association hopes to form a platform in the industry to promote this business.
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Shao Ning, deputy director of the State-owned Assets Supervision and Administration Commission of the State Council, China, pointed out on June 5438+02 that with the expansion of foreign investment, the impact of foreign investment on China's economic development cannot be ignored.
Shao Ning said at the "Financial Conference 2007: Forecast and Strategy" held here that under the condition that domestic and foreign-funded enterprises cannot compete on an equal footing, preferential policies for foreign investment are likely to amplify the negative effects of foreign investment.
In this regard, he pointed out, first of all, it is necessary to make policy adjustments so that foreign investors can enjoy equal national treatment. Under this premise, it is more accurate to judge the effect of foreign investment in mergers and acquisitions of domestic enterprises and formulate policies. The equal treatment of domestic and foreign-funded enterprises is the benchmark to judge the effect of foreign merger and acquisition of China enterprises.
Shao Ning said that with the growth of domestic enterprises and the increase of national foreign exchange reserves, it is an inevitable trend for China enterprises to go abroad to invest in mergers and acquisitions.
He pointed out that China enterprises should first improve their international operation ability, including the cultivation and reserve of talents. We should start with the direction of comparative advantage. For example, international engineering contracting, better domestic manufacturing enterprises acquire small and medium-sized manufacturing enterprises of the same type in developed countries, etc.
He suggested that China enterprises develop professional services related to going global, including merger and acquisition services and enterprise operation services.
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How to treat the acquisition of China enterprises by foreign capital?
In recent years, foreign M&A is not a new word. Whether it is the first M&A case in the global candy industry at the beginning of this year: Mars "annexed" Wrigley, or the latest major event in China's beverage industry: Coca-Cola "binge drinking" Huiyuan, the M&A wave of foreign investment is getting worse and worse.
Foreign capital merger and acquisition has become the main trend of international capital operation.
As a common way to attract foreign investment in the world, foreign capital merger and acquisition is an economic behavior in which a company obtains a certain degree of control over other companies through property rights transactions in order to achieve a certain economic goal. There are actually two forms of mergers and acquisitions here: mergers and acquisitions. A more vivid metaphor is "eat small fish the Big Fish", and the survival law of nature is also applicable in the commodity market environment. Nowadays, foreign cross-border mergers and acquisitions have become the main way to absorb foreign direct investment in the world today. The World Investment Report 2006 released by UNCTAD on June 5438+ 10, 2007 pointed out that in the past 10 years, transnational mergers and acquisitions gradually replaced "greenfield investment" (referring to the foreign investment mode of newly established enterprises such as joint ventures or sole proprietorships) and became the most important foreign direct investment mode. With the development of international transnational mergers and acquisitions, strategic changes have taken place in enterprise mergers and acquisitions. In the 2 1 century, M&A is not simply expanding the scale of enterprises and realizing integrated operation to reduce and disperse operational risks, but a strategy based on improving core competitive advantages is gradually taking shape. At present, mergers and acquisitions are more about accelerating the concentration of resources to advantageous enterprises, and then promoting the upgrading of industrial structure. Cross-border M&A is the mainstream of international direct investment and the development trend of foreign investment in China.
In fact, we have also recognized the basic routine of multinational companies investing in China: first joint venture, then holding, and then mergers and acquisitions. In recent years, foreign investment in M&A has developed rapidly, which indicates that multinational companies have completed the "trial period" of investment in China and started to realize the transformation from "greenfield investment" to M&A investment, and China has gradually entered the explosive development stage of foreign investment in M&A.
According to authoritative departments, in recent years, there have been some major changes in foreign direct investment in China, and a large number of foreign businessmen have entered China in the form of mergers and acquisitions of domestic enterprises, especially in the field of consumer goods with huge market scale and huge long-term growth potential. I think there are two main factors for the rapid development of transnational corporations' merger and acquisition of China enterprises. First, the miracle of China's economic growth is increasingly attractive to foreign investment; Second, China's huge market potential and a series of open laws and policies promulgated by the China government provide opportunities for foreign investment to enter the China market.
The food industry has become the most sought-after cake for foreign mergers and acquisitions.
Throughout the food industry, foreign capital has penetrated into every industry, and many brands such as condiment industry, beverage industry and beer industry have been acquired by foreign capital one after another. The food market has become the most sought-after cake for foreign mergers and acquisitions.
Mars "swallowed" Wrigley.
Wrigley used to be one of the most successful family businesses in the world. Even Warren Buffett, the stock god, is very optimistic about the cooperation between Mars and Wrigley, providing $4.4 billion in subordinated debt. Although the Wrigley family history ended after the merger and became an independent subsidiary of Mars, in the long run, the marriage between Mars and Wrigley is bound to have a far-reaching impact on the global candy industry.
First of all, the global sales of the super "Big Mac" in the candy industry exceeded $27 billion, and its market share reached 14.4%. After the merger, the subsidiaries of Singapore and Malaysia include many well-known brands such as Ao Bai, Yida, Green Arrow, Dove and M & ampMs, covering many fields such as candy and drinks. For other big companies in the food industry, this obviously adds an extremely powerful opponent.
Secondly, because the core business areas of Mars and Wrigley do not overlap, the combination of Mars and Wrigley can form the complementarity of products, the blending of people, creativity and brands, and the overlap of distribution networks. This has brought a lot of room for improvement to the future market expansion of Singapore and Malaysia. Paul Mike, global CEO of Mars, publicly stated after the merger that the purpose of the cooperation between Mars and Wrigley is not "the biggest" but "the best", to establish a leading position in all kinds of candy products and provide innovative products.
Coca-Cola "binges" Huiyuan
Huiyuan Juice, known as the representative of China's national brands, recently announced that it will also marry into a giant-Coca-Cola will take it under its control at a price of HK$ 654.38+0.79 billion. Rational view of this market economy behavior, in fact, Coca-Cola's acquisition of Huiyuan is a kind of business, in terms of commercial operation, the original nature is extremely simple. But now, Mr. Zhu Xinli, the representative of our original "national entrepreneur", has suddenly become a "traitor" image. Looking at this acquisition dialectically and analyzing its internal and external environmental factors, Coca-Cola's acquisition of Huiyuan is the natural result of the times.
From the perspective of industry, today's fruit juice and beverage market has evolved into a market with high capital investment, which is a typical capital-intensive industry. From the construction of raw material base, transportation and processing, advertising promotion, to the sales channels dominated by KA and Shangchao, a lot of funds are needed, so the capital chain of many enterprises is very tight. The rising costs and expenses last year and this year made Huiyuan, led by Zhu Xinli, feel a deep sense of crisis. Retreat is not necessarily not advance.
In addition to the changes in the external market environment, Huiyuan's development in recent years has not been smooth, brand advertisements have repeatedly lacked new ideas, the launch of new products has not been as successful as expected, and the contract system implemented in the market has even reversed marketing. Many problems also make people doubt whether there are serious problems in Huiyuan's internal management.
Perhaps from the perspective of national sentiment, many people in China don't accept it. After all, Huiyuan is a local brand that grew up with Chinese people. The news that Coca-Cola bought Huiyuan came too suddenly. At this time, the hat of selling "national brands" and "state-owned assets" has been put on Mr. Zhu Xinli's head. From the perspective of an entrepreneur, I don't think he is wrong. He sold Huiyuan to a seemingly suitable person at the right time and at the right price. However, the flag of the national brand embarrassed him.
What is a national brand and what is a local brand? This is a false proposition that has never been accurately defined. By national brand, we mean registered in China? All the shareholders are from China? Or just those trademarks written in Chinese? If it is the first two, Wahaha, Jinmailang, Mengniu and Tsingtao Brewery we are seeing now are not national brands for a long time. They are either registered abroad or controlled by foreign funds, including Huiyuan, which is also registered in Cayman. The capital composition also includes Danone and Huaping funds.
Therefore, there has never been a so-called national brand, which we must be clear about. There are only two brands, one is successful and everyone can see it, and the other is failed and everyone forgets it.
Therefore, I personally think that in the global market, there is no pure national brand, "just seek its existence, not all of it." As long as the corporate brand still exists, no matter who owns it, as long as it can provide good products and services. Consumers don't need to have too strong national sentiment.
I think consumers are worried about whether Huiyuan will be eliminated like Robust and Wahaha. Huiyuan was acquired by Coca-Cola this time because Coca-Cola took a fancy to the brand and high market share of Huiyuan Juice. It is unrealistic to rebuild a brand in globrand.com to replace Huiyuan. In recent years, Coca-Cola has been taking the multi-brand route to achieve the effect that one plus one is greater than two. After the development in recent years, foreign investors have a new understanding of China brand. Some of the original acquisitions may be to eliminate competitors, but now they pay more attention to the actual brand effect and value.
Just as BMW didn't give up its brand when it bought Rolls-Royce, Huiyuan today is not the Rolls-Royce of that year, but as far as the juice market is concerned, its status and influence are similar. So I think it is unlikely that Coca-Cola will give up Huiyuan.
How to correctly distinguish opportunities from challenges?
CBCT believes that foreign M&A has both opportunities and challenges, and it is urgent to improve China M&A market and protect "local brands".
As a necessary stage of internationalization of China enterprises, foreign capital M&A is not only an important way for China to introduce foreign capital, but also a historic opportunity for China's economic development and structural adjustment. Of course, we advocate that reasonable and orderly foreign M&A should establish and improve China's M&A market as soon as possible with reference to international M&A rules and practices on the premise of not adversely affecting China's economy.
Judging from the opportunities brought by foreign capital M&A, foreign capital M&A will increase capital supply and ease the constraints of capital shortage and insufficient investment on economic growth; It will lead to the adjustment and upgrading of economic structure and promote the flow of labor from low-productivity departments and enterprises to high-productivity departments and enterprises. At the same time, however, we are soberly aware that foreign M&A has obvious negative factors and potential concerns: it will increase the market share of foreign-funded enterprises, lead to a monopoly situation of "one enterprise dominates", and then affect the national economy and industrial security; Foreign mergers and acquisitions will even get out of control because of equity transfer. Even in developed market economy countries, foreign M&A is evaded and restricted by legislation and government regulation. Therefore, we hope that when the government supports the development of private enterprises, it will have more practical measures, a fairer environment and more effective methods to help our enterprises complete industrial transformation and upgrading. I also hope that ordinary consumers will support our local brands and products with their own practical actions and change their consumption mentality of excessively liking foreign goods. Only when these two factors become positive will it be the real gospel for our local enterprises.
Otherwise Huiyuan is definitely not the last enterprise in China food industry to be acquired. After Huiyuan, there may be a long list of mergers and acquisitions. This is the real problem and sorrow of local enterprises in China and China's economy.