Wanda Cinema plans to spend 37.2 billion yuan to acquire Wanda Film and Television, raising 8 billion yuan for theater construction

Wanda Cinema announced on June 5 that the company plans to issue shares to 33 counterparties including Wanda Investment to purchase its 100% stake in Wanda Films. The estimated value of 100% equity interest in Wanda Films is about 37.5 billion yuan, and all parties negotiated and temporarily determined that the transaction price of the underlying asset is 37.204 billion yuan.

Wanda Cinema announced on the evening of June 5 that the company plans to issue shares to 33 counterparties including Wanda Investment to purchase its 100% stake in Wanda Film and Television. The estimated value of 100% equity interest in Wanda Films is about 37.5 billion yuan, and all parties negotiated and temporarily determined that the transaction price of the underlying asset is 37.204 billion yuan.

According to the plan, the company will issue approximately 497 million shares to the counterparty at a price of 74.84 yuan/share. Before this transaction, the listed company was mainly engaged in cinema investment and construction, cinema film distribution, cinema film screening and related derivative businesses, and its main business was concentrated in the downstream of the film and television industry industry chain. Through this transaction, the listed company's main business will expand to film development, investment, production, distribution, movie and game interaction and other fields, thereby opening up the entire film industry chain. Wanda Cinema Line plans to adopt an inquiry and issuance method to raise matching funds for non-public offering of shares from no more than 10 qualified specific objects, raising no more than 8 billion yuan. The raised matching funds will be used for theater construction projects and supplementary working capital after deducting issuance expenses. Trading in the company's shares resumed on June 6.

In the plan, Wanda Cinema also plans to issue shares to specific objects at a price of no less than 74.84 yuan/share to raise matching funds of no more than 8 billion yuan, which is intended to be used for theater construction projects and supplementary working capital.

Before this transaction, Wang Jianlin, the actual controller of the listed company, held 60.41% of the shares of the listed company through Wanda Investment and Wanda Culture Group.

After the issuance of shares to purchase assets and raise matching funds, Wang Jianlin's shareholding in the listed company through Wanda Investment and Wanda Culture Group changed to 50.72%. Wang Jianlin is still the actual controller of the listed company.

This transaction did not result in a change in the control rights of the listed company and did not comply with the provisions of Article 13 of the Reorganization Measures. This transaction does not constitute a backdoor listing.

Data shows that on the eve of Wanda Film and Television's backdoor listing, the shareholding structure underwent many adjustments. On February 16, 2016, after the resolution of the Wanda Film and Television's shareholders 'meeting, all shareholders unanimously agreed that Wang Jianlin would transfer his 3% equity in Wanda Film and Television to Lin Ning.

On March 4, 2016, after the resolution of Wanda Film and Television's shareholders 'meeting, shareholders unanimously agreed that Wang Jianlin and Wanda Group would transfer their 17% equity and 25% equity of Wanda Film and Television respectively to Zhejiang Huace Film and Television Co., Ltd. and other 27 investors.

These 27 investors include Giant Investment Co., Ltd., Changshi Investment Co., Ltd., Xingtie Industry Investment Fund (Limited Partnership), Zhejiang Huace Film and Television Co., Ltd., etc. Among them, Shi Yuzhu holds 97.86% of Giant Investment Co., Ltd.

Equity structure on the eve of Wanda Film and Television's backdoor listing (Photo provided by Tencent Technology) On the eve of Wanda

Film and Television's backdoor listing, Wanda Investment held 38.71% equity of Wanda Film and Television, and the remaining 32 shareholders held 61.29% equity. Once Wanda Films is listed, the American Legendary Pictures Company acquired by Wanda for US$3.5 billion will also be included in the Wanda Theater Line.

The listed company and Wanda Investment signed a "Profit Forecast Compensation Agreement". According to the agreement, Wanda Investment promised that the cumulative net profit of Wanda Film and Television in 2016, 2017 and 2018 will not be less than 5.098 billion yuan.

Wanda Film and Television's original business was domestic film production and distribution. Before this transaction, Wanda Film and Television integrated Qingdao Film and Television and Mutual Love Interaction with itself as the main body. The integration method was for Wanda Film and Television to acquire 100% of Qingdao Film and Mutual Love Interaction. Equity. After the integration, Wanda's film and television business expanded into domestic film production and distribution, overseas film production and online game distribution business. Qingdao Film Investment and Mutual Love Interactive have respectively become wholly-owned subsidiaries of Wanda Film and Television and have completed the industrial and commercial change procedures.

In addition, Legendary Pictures, a wholly-owned subsidiary of Wanda Films, is a world-renowned independent production company. Legendary Pictures has established long-term partnerships with top Hollywood entertainment groups such as Warner Bros. and Universal Pictures, and has accumulated rich Hollywood resources through this; in addition, Legendary Pictures has accumulated valuable experience in the operation of major Hollywood blockbusters, and many of the films it participated in have ranked among the top global box office that year. Such resources and experience are crucial for listed companies to improve their film production capabilities and internationalization level. They also lay a reliable foundation for listed companies to actively respond to the national cultural call to "go global".

In terms of profitability, the listed company and Wanda Investment signed a "Profit Forecast Compensation Agreement". According to the agreement, Wanda Investment promised that the cumulative net profit of Wanda Films in 2016, 2017 and 2018 will not be less than 5.098 billion yuan.

[Original Announcement]

Wanda Cinema: Plan for Issuing Shares to Purchase Assets and Raising Matching Funds and Related Party Transactions (Revised Draft)

Wanda Cinema Cinema: Announcement on the Revision of the Plan for Issuing Shares to Purchase Assets and Raising Matching Funds and Related Party Transactions

Editor: vian