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. There are many liars now, so be careful. Investment still needs to go to some formal platforms, such as Tencent Zhongchuang Space.
How many hurdles is the acquisition?
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.
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, and even the impact on national security interests, political circles cannot stop this transaction. Free economy countries are determined by corporate shareholders, so the choice of enterprises is the most important, so this anti-monopoly investigation will not form a big obstacle. "
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 apply for delisting from KUKA, tried its best to maintain KUKA's listing status, and promised to remain completely independent.
In response to the German government's concern about the outflow of confidential technology from enterprises, Midea and KUKA signed an investment agreement on June 28th, the content of which is ***5, which 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, and keeping the business secrets and customer information of KUKA Group confidential, so as to maintain the stable relationship between KUKA and customers and suppliers.
However, as two companies with huge differences in product categories, customer groups, market regions, brand image and sales channels, even if the acquisition is successfully completed, the subsequent integration will greatly test Midea's management ability. From the past history, in a large number of overseas M&A cases of China enterprises, the most common problem is the post-merger integration.
However, Guo Fanli is full of confidence in the merger. He believes that Midea not only emphasizes that it will strive to maintain the independence of KUKA, but also makes it clear that it will not change the existing number of global employees, close the base or lead to any relocation. The independence of KUKA eased the difficulty of integration between the two enterprises.
"purest" robot enterprise
Judging from the situation of the four major robot families in the world, KUKA is not the best enterprise among them. Statistics show that Fanuc accounts for 17%, ABB accounts for 1 1%, and Yaskawa Electric and KUKA both account for 9%. In terms of net profit, KUKA ranks last among the four families, which is not as good as Fanuc's115 (2015 data).
However, based on the price of Midea's offer to buy KUKA, the acquisition of PE is as high as 48 times. ABB, Fanuc and Yaskawa Electric currently have PE below 20 times.
In terms of market value, the current market values of the four major robot families are as follows: ABB exceeds 44 billion US dollars, Fanuc exceeds 32 billion US dollars, KUKA exceeds 3.7 billion US dollars, and Yaskawa Electric is about 3.4 billion US dollars. From the perspective of market value, the difficulty and cost of purchasing KUKA with small market value are obviously lower.
In addition to the small market value, among the four major families of robots, the most obvious feature of KUKA is "purity". At present, the company's main business includes robot body manufacturing, system integration, logistics and transportation, etc., all of which are highly related to robots. In contrast, ABB also has a huge power system-related business. Fanuc also has a considerable proportion of income from CNC devices, machine tools and other fields. In addition to robot business, Yaskawa Electric also involves frequency converters and transmission products.
As a pure robot enterprise, KUKA's value in technology and patents should not be underestimated. Fan Chao expert Ling. Com pointed out that KUKA has world-leading technical skills and cutting-edge robotics. As of June 8, 20 16, KUKA has published 3,907 patents and patent applications worldwide, almost all of which are related to robotics and automation technology. It is worth mentioning that KUKA owns 1, 4 1 five-bureau patents (the number of five-bureau patents refers to the number of patents owned by a patentee in five patent offices in China, the United States, Europe, Japan and South Korea). Generally speaking, the more five patents the patentee owns, the more core technologies and important patents he owns, and the higher his industrial position in major global markets. In contrast, there are only eight patents in Midea's Fifth Bureau, which is far from KUKA.
"Made in China 2025 is actually a replica of German Industry 4.0. As it happens, KUKA is the representative of German Industry 4.0. " Liu Buchen, a senior observer in the home appliance industry, believes that Midea's acquisition of KUKA is called a "counterattack" because KUKA itself is an excellent technology-based enterprise, which means that the international M&A of China enterprises is shifting from the mentality of "picking up leaks" to a strong attack on high-quality enterprises.
Jianzhi China robot market
In the report of Midea's tender offer to buy KUKA, an inconspicuous sentence tells the development focus after the merger: "Midea can rely on KUKA's technological advantages in industrial robots, automated production and other fields to improve the company's production efficiency and promote the company's manufacturing industry upgrade."
In fact, before the tender offer for KUKA, Midea had already revealed its "preference" for robots. In 20 10, Midea Household Air Conditioning Division has widely applied various types of three-axis and four-axis robots in various workshops. When Midea's air conditioners reached a revenue scale of 50 billion yuan in 20 1 1 year, the number of workers was more than 50,000. By 20 14, the company's air-conditioning business revenue is close to 70 billion yuan, and the number of workers has been reduced to 26,000.
Since 20 12, Midea has put nearly a thousand robots into use, and it is estimated that the investment for automation transformation will be about 5 billion yuan, which greatly improves the automation rate of production. It is not difficult to see that robots have been effectively changing this electrical giant, and Midea is very aware of the importance of robots to its future. In 20 15, midea newly established the robot division, which has a comprehensive layout in the development of the robot industry.
On the other hand, KUKA's tender offer report revealed that in 20 15 years, KUKA's operating income in China has exceeded 400 million yuan, ranking at the bottom of the four major robot families.
Jiang Haibo, senior vice president of ABB China, previously revealed that ABB's sales in China in 2015 exceeded 33 billion yuan. Although Fanuc and Yaskawa Electric did not announce their performance in China, an executive engaged in robot agency sales revealed to the Securities Times reporter that their domestic sales "all far exceeded the scale of one billion yuan". In addition, some media reported that Yaskawa Electric China's sales in 20 14 had reached10 billion yen (about RMB 6.3 billion).
China market is the shortcoming of KUKA and the strength of Midea. Regardless of the overall market space of China's robot market, it is a huge cake for KUKA to look at Midea's own robot procurement demand.
Pan Wei, senior analyst of OFweek, pointed out that according to Midea's vision, if it successfully enters KUKA, * * * will be listed as the top priority in developing China's robot market, and Midea's home appliance factory needs to improve robot density and automation production efficiency.
Guo Fanli, research director of China Investment Consulting, believes that KUKA will enable Midea to quickly gain technological advantages in the fields of industrial robots and automated production, and at the same time help to rapidly expand its business in China.
According to the data of the International Federation of Robotics, the penetration rates of general industrial robots in South Korea and Japan are 3.65/10,000 people and 2 1 1/ 10,000 people respectively. In contrast, the penetration rate of robots in China is very low, with only 17 robots per 10,000 workers.
At the same time, with the rising labor cost, robots become more and more important. This phenomenon is more prominent in Guangdong Province, where Midea is headquartered. In 20 15, Midea's cash expenditure on products and labor accounted for 59% of its sales, while in 2008, the proportion was only 47%.
According to Midea's strategic plan, by 2020, KUKA may exceed its revenue target of 4 billion to 4.5 billion euros, of which 654.38 billion euros is expected to come from the China market. Industry observers generally believe that once Midea buys KUKA, KUKA's income in China is expected to show "geometric growth".
Is 48 times PE cost-effective?
Since Midea's tender offer for KUKA came out, its high valuation of 48 times PE has caused quite a controversy in the market. The Securities Times reporter noted that according to the average valuation of the global market, this acquisition is indeed overvalued, but from the valuation level of the A-share market, it is another scene.
Take the leading robot (300024) in the A-share robot industry as an example. At present, its total market value is about 40 billion yuan. Based on Midea's purchase price of KUKA 1 15 Euro/share, the valuation of KUKA 100% equity is about 4.574 billion Euro, which is about RMB 33.8 billion. The total valuation of purchasing KUKA is less than the market value of robots of A-share companies.
But no matter from the scale, technology or brand, the gap between robots and KUKA is very obvious. KUKA's market share in the field of automobile manufacturing ranks first in the world and first in Europe. The market share of robots in general industrial fields is the top three in Europe; The market share of system solutions ranks first in the United States and second in Europe, and the products are positioned in the highest-end application fields.
"This acquisition is equivalent to Midea placing assets far superior to robots at a price of around 30 billion. Once the acquisition is completed, it will not only significantly enhance the valuation of Midea, but also be expected to replace robots as the new leader in the A-share robot industry. " A brokerage researcher analyzed to reporters.