After four months of suspension planning, Wanrun Technology finally took out a restructuring plan and planned to bid about 740 million to acquire two companies, thereby entering the field of Internet advertising marketing.
Wanrun Technology announced today that it intends to acquire 100% of the shares held by Su Jun and the 100% equity of 100 million wireless by Liao Jintian, Fang Min and Ma Ruifeng by way of issuing shares and paying cash.
Among them, Wanrun Technology intends to issue 5,798,300 shares to the Soviet Army at a price of 23.59 yuan per share, and pay 27,360,000 yuan in cash to acquire 100% of its shares held by Dingsheng Yixuan at a transaction price of 414.63 million yuan; At the same price, they issued 7,734,700 shares to Liao Jintian, Fang Min and Ma Ruifeng, and paid cash of 150 million yuan to acquire 100% of the 100 million shares held by them. The transaction price was 323.97 million yuan.
At the same time, Wanrun Technology also plans to issue a non-public offering of no more than 1,329,091,100 shares at a price of not less than 35.91 yuan per share, and raise matching funds of 445 million yuan to pay cash considerations, transaction taxes and fees for the transaction. Intermediary fees.
Due to the large scale of assets acquired, the transaction constitutes a major asset restructuring, but the company's controlling shareholders and actual controllers have not changed, still Li Zhijiang, Luo Xiaoyan and Li Chi.
For the future performance, the existing shareholders of Dingsheng Yixuan and Yiwan Wireless have made a commitment. Among them, the solemn Yixuan shareholder Su Jun as a performance compensation obligor promised that the company's 2015, 2016, 2017, and 2018 deducted non-net profits were not less than 30 million yuan, 39 million yuan, 50.7 million yuan, 5830.5 10,000 yuan; billions of wireless shareholders Liao Jintian, Fang Min, Ma Ruifeng as performance compensation obligors promised, hundreds of millions of wireless 2015, 2016, 2017 annual deduction of non-net profit of not less than 25 million yuan, 32.5 million yuan, 42.25 million yuan .
For this transaction, Wanrun Technology said that the company has sought to extend its development in the advertising media field associated with LED lighting products in recent years. In June 2015, the company completed the acquisition of Rishang Optoelectronics, entered the field of LED advertising signage lighting, and established the development direction of the industry extension to the downstream advertising media industry. The acquisition of the two Internet advertising and marketing companies of Dingsheng Yixuan and Yiwan Wireless is an important layout of Wanrun Technology in the advertising media industry. It can not only further enhance the marketing capabilities of listed companies, but also a strong breakthrough in diversified operations.
It is worth mentioning that Wanrun Technology also issued an investment announcement on the same day, intending to invest 30 million yuan to invest in Botu advertising. After the transaction is completed, Wanrun Technology will hold a 21.43% stake in Botu Advertising.
Similar to the above-mentioned fixed-income acquisition target, Botu Advertising is also the Internet marketing field, and is a well-known Internet marketing service provider in the industry.
It is quite interesting that the listed company also signed a “gambling agreement†with Botu’s advertising shareholders. After the conditions such as Botu's advertising performance reach the agreed targets, Wanrun Technology will acquire the remaining equity of Botu Advertising by issuing shares and paying cash. At that time, the overall valuation of Botu Advertising is 10 to 14 times the committed net profit of the year. The cash payment ratio is 25% to 35% of the total purchase price.
If the Botu advertisement fails to meet the agreed conditions, then Wanrun Technology has the right to request the counterparty to repurchase the entire equity of the Botu advertisements held by the counterparty in cash. The repurchase price is subject to 30 million yuan, and the payment is made. Part of the amount of investment income, even under certain circumstances, the counterparty still has to pay the listed company liquidated damages.
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