950 million yuan to acquire the two companies
Lianjian Optoelectronics today announced a restructuring plan, planning to acquire 100% of the equity of Youtuo Public Relations and Easystar through cash and the issuance of shares, and to raise supporting funds. The overall price of the relevant underlying assets is approximately 950 million yuan.
The plan shows that the price of the 100% equity transaction of Youtuo Public Relations is 460 million yuan, of which 115 million yuan is planned to be paid in cash and 345 million yuan issuance of shares; while the transaction price of 100% equity of Easystar is 489 million yuan, of which 147 million yuan is paid in cash and 342 million yuan is paid in the issuance of shares.
At the same time, Lianjian Optoelectronics plans to issue shares to Liu Hujun, He Jiyuan, and Jianlian No. 1 to raise supporting funds of 282 million yuan. The issue price is 31 yuan per share, which will be used to pay for the cash consideration for the acquisition of Youtuo Public Relations and Easystar, as well as intermediary agency fees and other transaction costs for this transaction. Among them, Liu Hujun is the controlling shareholder of the listed company, and He Jiyuan is the brother of He Jilun, the company's second largest shareholder. The Jianlian No. 1 plan is fully subscribed by the employee stock ownership plan.
Public information shows that Youtuo Public Relations’ main business is to provide high-quality public relations services to enterprises, government agencies, and non-governmental organizations in fast-moving consumer goods, electronics and high-tech, education, automobile and other industries. Its main customers include Mengniu Dairy, Jiaduobao, etc. As of June 30 this year, Youtuo Public Relations had total assets of 102 million yuan and net assets of 41 million yuan. From 2012 to the first half of 2014, it achieved operating income of 128 million yuan, 144 million yuan and 98 million yuan respectively, and net profits of 11.7875 million yuan, 22.6299 million yuan and 19.9209 million yuan respectively.
Easystar is mainly engaged in the research and development, design, production and sales of LED high-definition energy-saving full-color display products. It is the leading professional service provider of LED display solutions in China. Its products can be widely used in advertising media, exhibition displays, stage performances and other fields. Its business is mainly aimed at overseas markets. As of June 30, 2014, Easystar's total assets were 290 million yuan and net assets were 155 million yuan. From 2012 to the first half of 2014, it achieved operating income of 282 million yuan, 289 million yuan and 147 million yuan respectively, and net profits of 32.1116 million yuan, 35.7921 million yuan and 25.168 million yuan respectively.
For such a blockbuster transaction, the relevant transaction parties have also given performance commitments. From 2014 to 2018, the net profit of Youtuo Public Relations was no less than 31 million yuan, 37.2 million yuan, and 4.46 million yuan respectively. 40,000 yuan, 53.57 million yuan and 64.28 million yuan; Easyda’s net profits in the corresponding years were no less than 38 million yuan, 42 million yuan, 46 million yuan, 50 million yuan and 53.3 million yuan respectively.
Jiuding Group appears in the list of Easystar shareholders
It is worth mentioning that the famous equity investment institution Jiuding Group (holding 14.8% of Easystar’s equity) appears in Easystar’s shareholder list. Before listing on the New Third Board, Easystar had a gambling agreement with the Jiuding Group (Zhongshan Jiuding and Zhanlu Jiuding).
During the capital increase in Easystar in 2012, the Jiuding Department signed an agreement with Easystar and its shareholders Duan Wujie and Zhou Jike: Easystar’s net profit from 2011 to 2013 shall not be less than 25 million yuan and 33 million yuan respectively. million and 43 million yuan. At the same time, the cumulative net profit achieved in 2012 and 2013 is not less than 76 million yuan. If any of the above performance indicators cannot be achieved, Easystar shareholders will make cash compensation to the Jiuding Department.
At the same time, if Easystar does not submit issuance and listing application materials and is accepted before June 30, 2014; does not complete the listing before December 31, 2014; and does not achieve the agreed performance in any year from 2011 to 2013, the Jiuding Department has the right to choose to require the company and Duan Wujie and Zhou Jike to repurchase or purchase all or part of the Easystar equity held by them at the agreed price after any of the above situations occurs.
In other words, Easystar must complete its listing on the main board before the end of 2014 and meet performance requirements in order to receive financial support from the Jiuding Department. However, the two parties signed a supplementary agreement at the end of 2013, which relaxed the relevant conditions: as long as Easystar can submit the application and listing materials to the New Third Board, the Jiuding Department will exempt Easystar from all responsibilities and obligations in the gambling agreement.
It is worth mentioning that in this plan for Lianjian Optoelectronics to acquire Easystar, the two Jiuding companies, Zhongshan Jiuding and Zhanlu Jiuding, will not bear the responsibility for profit compensation.
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