Another battlefield for Wang Jianlin: Wanda Film plans to acquire Wanda Film and Television again

Wanda Film plans to issue shares to purchase 100% equity of Wanda Film and Television Media Co., Ltd.

On the morning of July 10, Wanda Commercial and Sunac China jointly issued an announcement that the two reached a deal of up to 63.17 billion yuan in hotels and cultural tourism; that evening, Wanda Film disclosed that the company planned to issue shares to purchase 100% equity of Wanda Film and Television Media Co., Ltd.(hereinafter referred to as "Wanda Film and Television"). This means that Wang Jianlin has opened up two battlefields at the capital operation level and is conducting "two-front operations."

It should be noted that this is the second time that Wanda Film is planning to acquire Wanda Film and Television. In May last year, Wanda Film disclosed its plan to acquire 100% equity of Wanda Film and Television for 37.204 billion yuan, but the plan was suspended three months later. The reporter found that since Wanda Film announced the suspension of reorganization, the number of shareholders of Wanda Film and Television has "shrunk" from 33 to 23, and 12 shareholders, including Giant Investment Co., Ltd., have withdrawn (another two natural person shareholders have been added).

Re-acquisition of Wanda Film and Television

On the evening of July 10, Wanda Film disclosed that the company plans to issue shares to purchase 100% equity of Wanda Film and Television, involving a major asset reorganization. It is reported that Wanda Films will start trading on July 4. This is the first time the company has disclosed the reorganization target.

In fact, this is not the first time that Wanda Film has announced the purchase of Wanda Films. In May last year, Wanda Film disclosed its plan to acquire 100% equity of Wanda Films for 37.204 billion yuan and raise matching funds of no more than 8 billion yuan. However, three months later (August 2016), Wanda Film announced that it would suspend the plan.

Regarding the reasons for suspending the above-mentioned plan, Wanda Film stated at the time that the conditions for promoting this major asset reorganization were not mature enough. Specifically, the target company Wanda Film and Television had previously integrated Qingdao Film Investment (including Legendary Pictures) and Mutual Love Interactive with itself as the main body. The integration method was that Wanda Film and Television acquired 100% equity of Qingdao Film and Mutual Love Interactive, but At that time, the internal integration of these three companies was not completed. In particular, the acquisition of Legendary Pictures has a short completion time, is large in size, and involves film production businesses in China and the United States. All parties to the transaction believe that "due to the short acquisition time of Legendary Pictures, objectively it needs to operate independently for a period of time. To prove the stability of the profit forecast."

Wanda Film also revealed at the time that another reason for suspending the above-mentioned plan was that all parties to the transaction planned to explore the feasibility of reducing the transaction price.

According to the plan at the time, Wanda Film planned to issue approximately 497 million shares to 33 counterparties including Wanda Investment, at an issue price of no less than 74.84 yuan/share; the matching funds raised by issuing shares should not exceed 8 billion yuan, and the reserve price of the issue should also be 74.84 yuan/share, and the number of shares issued should not exceed 107 million shares.

However, as of the trading day before Wanda Film's suspension (July 3), the company's share price closed at 52.04 yuan/share. As a result, Wanda Film plans to acquire Wanda Films again, which may reduce the transaction price.

According to the previous plan, Wanda Film and Television's simulated consolidated book net assets totaled 13.814 billion yuan, with an estimated value of about 37.2 billion yuan, and an estimated value-added rate of 171.46%.

Multiple shareholders withdraw

According to the latest industrial and commercial information of the target company Wanda Film and Television, the company currently has 23 shareholders, which is significantly "smaller" than the 33 shareholders disclosed by Wanda Film and Television in May last year. This means that some shareholders of Wanda Film and Television withdrew from the ranks of shareholders after Wanda Film suspended its reorganization.

Data show that as of May last year, Wanda Films had 33 shareholders, including Wanda Investment, Oceanwide Equity Investment Management Co., Ltd., Giant Investment Co., Ltd., Zhejiang Huace Film and Television Co., Ltd., Xinhualian Holdings Co., Ltd. and many natural person shareholders and a number of limited partnerships.

Among the shareholders of Wanda Film and Television, Wanda Investment is the controlling shareholder of Wanda Film, Lin Ning is the spouse of Wang Jianlin, the actual controller of Wanda Film, and Wang Jianlin is the actual controller of Xin County Rongzhi Industrial Management Consulting Center (limited partnership). In addition, other shareholders of Wanda Film and Television have no affiliation with Wanda Film and related parties.

The latest industrial and commercial information shows that Wanda Film and Television currently has 23 shareholders, including Giant Investment Co., Ltd., Jiaxing Puyin Growth Equity Investment Fund Partnership (Limited Partnership), Jiaxing Hou 'an Equity Investment Partnership (Limited Partnership), Shanghai Yiguo Investment Management Partnership (Limited Partnership), Henan Jianye Football Club Co., Ltd., 12 shareholders have withdrawn; in addition, Wanda Film and Television has added two natural person shareholders, Yin Xiangjin and Ma Ning.

It is worth noting that in addition to Giant Investment Co., Ltd. controlled by Shi Yuzhu, the other 11 shareholders who withdrew from Wanda Film and Television are all limited partnerships.

At present, Wanda Film and Television has not introduced the reasons for the withdrawal of the above-mentioned shareholders and the addition of natural person shareholders. However, for Wanda Films, since the reorganization has already been suspended once, there is a big variable whether the reorganization of Wanda Films will be successful again.

According to previous plans, Wanda Investment, a shareholder of Wanda Films, promised that Wanda Films 'committed net profits from 2016 to 2018 should not be less than 1.3 billion yuan, 1.66 billion yuan, and 2.138 billion yuan respectively.

It is worth mentioning that on the morning of July 10, Wanda Commercial and Sunac China jointly issued an announcement that the latter planned to acquire 91% equity and debt of the former's 13 cultural tourism projects for 29.575 billion yuan, and at the same time acquire the former's 76 hotels for 33.595 billion yuan. The two transactions totaled 63.17 billion yuan.

In this joint announcement, Wanda Commercial and Sunac China also stated that "both sides agreed to comprehensive strategic cooperation in multiple fields such as film." Whether this "vague" statement means that it will have an impact on Wanda Film's acquisition of Wanda Films is unknown.

Editor: Mary