The photoelectric restructuring plan released 950 million yuan acquisition of two companies

25, the photoelectric (300269, the closing price of 31.75 yuan) released the restructuring plan, the company intends to combine cash and issue shares by way of acquisition of Shanghai Youtuo The Pr People Consultancy Limited (hereinafter referred to as Youtuo PR), Shenzhen Eastar electronic Limited by Share Ltd (hereinafter referred to as yishida) each 100% stake and raise matching funds, the underlying the overall price of assets of about 950 million yuan. After the completion of the reorganization, the company will further strengthen the service capabilities of the media business of listed companies, while consolidating and enhancing the competitive advantage of LED display applications.

950 million yuan acquisition of the company two

The photoelectric released today the restructuring plan, intends to issue shares and cash acquisition of the friends of the way of public relations, each 100% stake yishida extension, and raise matching funds. The underlying assets of the overall price of about 950 million yuan.

Program shows, Youtuo PR 100% equity trading at a price of 460 million yuan, of which to be paid 115 million yuan in cash, the issuance of shares to pay 345 million yuan; and yishida 100% equity trading price of 489 million yuan, of which 147 million yuan in cash, the issuance of shares to pay 342 million yuan.

At the same time, the photoelectric intends to plan 1, Liu Hujun He Jiyuan, DAB issued shares to raise matching funds 282 million yuan, the issue price of 31 yuan / share, will be used to pay the purchase Youtuo and yishida cash on the price and the PR of the transaction intermediary fees and other transaction costs. Among them, Liu Hujun is the controlling shareholder of a listed company, He Jiyuan is the second largest shareholder of the company he Jilun brother, plan 1 from DAB ESOP full subscription.

Public data shows, Youtuo PR is the main business for the FMCG, electronics and high-tech industries such as automotive, education, enterprises and government agencies and non-governmental organizations to provide quality public relations services, the main customers include Mengniu Dairy, jiaduobao etc.. As of June 30th this year, Youtuo PR total assets of 102 million yuan, net assets of 41 million yuan, the first half of 2012 ~2014 achieved operating income of 128 million yuan, 144 million yuan and 98 million yuan, a net profit were 11 million 787 thousand and 500 yuan, 22 million 629 thousand and 900 yuan and 19 million 920 thousand and 900 yuan.

Yishida is mainly engaged in energy-saving LED high-definition full-color display product development, design, production and sales, is a leading LED display program of professional service providers, products can be widely used in advertising, exhibition, stage performing arts and other fields, the main business for overseas market. As of June 30, 2014, yishida total assets of 290 million yuan, net assets of 155 million yuan, the first half of 2012 ~2014 achieved operating income of 282 million yuan, 289 million yuan and 147 million yuan, net profit was 32 million 111 thousand and 600 yuan, 35 million 792 thousand and 100 yuan and 25 million 168 thousand yuan.

For such a blockbuster deal, related parties to the transaction are also given performance commitments, during 2014 ~2018, Youtuo PR net profit of not less than 31 million yuan, 37 million 200 thousand yuan, 44 million 640 thousand yuan, 53 million 570 thousand yuan and 64 million 280 thousand yuan; yishida corresponding year net profit of not less than 38 million yuan, 42 million yuan, 46 million yuan, 50 million yuan and 53 million 300 thousand yuan.

Jiuding Department yishida appeared shareholder list

It is worth mentioning that in yishida list of shareholders, the famous equity investment institutions Jiuding Department (holding 14.8% equity figure yishida). But before landing three new board, yishida worked with Jiuding Department (Zijin Mountain Jiuding Jiuding and Zhanlu a gambling agreement).

In 2012 the capital yishida process, and its shareholders Jiuding yishida Duan Wu Jie, Zhou Jike signed an agreement: net profit yishida 2011 ~2013 years were not less than 25 million yuan, 33 million yuan and 43 million yuan, while in 2012 2013, the cumulative net profit of not less than 76 million yuan, if not completed any of the above performance indicators by yishida to make a cash compensation system Jiuding shareholders.

At the same time, if not submitted before June 30, 2014 yishida listing application materials and accepted before December 31, 2014; not complete listing; and 2011~2013 any one year did not meet the agreed performance, while Jiuding Department has the right to choose in either situation, Zhou Jike and Duan Wujie asked the company to the agreed price to repurchase or purchase its holdings of all or part of yishida equity.

In other words, yishida must be listed on the main board listing before the end of 2014, and achieve the performance requirements, in order to get financial support Jiuding department. At the end of 2013, but the two sides signed a supplementary agreement, the relaxation of the relevant conditions: as long as can submit application materials to the yishida listed on the new board, Jiuding department will be exempted from yishida on gambling all responsibilities and obligations in the agreement.

It is worth mentioning that, in the photoelectric acquisition yishida scheme, Jiuding Jiuding, Department of the two companies Zijin Mountain does not assume the compensation liability Zhanlu Jiuding profit.

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