Hand-travel mergers and acquisitions create billionaires: risks to the gambling agreement

of market anxiety and risk warning

["With the future platform construction is becoming more perfect, the whole hand tour industry will face shuffle, the listed company investment can be ultimately successful to be observed, failure is very likely, the final bill is the listed company investors." ” ]

In the market is a worry and risk warning, the gem index repeatedly hit a record high. Among them in the Green Treasure (300052.SZ) as the representative of the mobile phone game (hereinafter referred to as "Hand Tour") concept stock hype, especially. On the other hand, not only some of the main business involved in the game of the company in the business of mergers and acquisitions, traditional media, car models and other companies with less game-related, have joined the ranks of the acquisition of hand tour companies.

In these mergers and acquisitions, listed companies use the "circle" of a large number of idle funds, more than 10 times times the premium to buy hand tour companies, which the original shareholders of these tour companies have produced a huge "rich effect." However, "one-night wealth" is not without cost, if in the next time the company can not achieve performance requirements, with the acquisition of a large number of gambling agreements, will trigger the original shareholders future potential compensation.

Hand Tour entrepreneur "overnight Wealth"

For these companies, the original shareholders, through the relative to the net assets of more than 10 times times the high premium mergers and acquisitions, making them suddenly become "billionaire". To the listed companies of the acquirer, the large amount of money raised in the IPO was not a good way out, so it is also logical to invest in the company, and all these are the shareholders of these listed companies.

To the recent GEM innovation high leading stocks in green Bao as an example, August 14 its bulletin said, will spend 440 million yuan acquisition of Shanghai Mei Feng Digital Technology Co., Ltd. (hereinafter referred to as "Shanghai Mei Feng") and Shenzhen Soma Technology Co., Ltd. domestic two game companies 51% of the shares, The purchase price is 357 million yuan and 87.465 million yuan respectively. Shanghai Mei Feng in June 2013 at the end of the net assets of 14.3366 million yuan, and the purchase price of green treasure is 357 million yuan, that is, the purchase price of green treasure on the net asset premium nearly 50 times times. Shanghai Mei Feng 2012 annual operating income of 19.87 million yuan, loss-9.8789 million yuan, the first half of 2013 operating income reached 40.32 million yuan, the profit of 9.5 million yuan. Shanghai Mei Feng original shareholder Guo Yu, Dexin and Jongsong in the first half of the profit of the instant wealth, become a billionaire.

Another Phoenix Media (601928.SH) Bulletin said, subordinate subsidiary of Phoenix Digital Media to 310 million to subscribe Shanghai MU and Network Technology Co., Ltd. (hereinafter referred to as "MU and the Network") new registered capital of 3.5556 million yuan, thereby holding MU and network 64% of the equity, the acquisition price relative to the net worth of more than 10 times times the premium.

In addition, Huayi Brothers (300027.SZ) 672 million yuan acquisition of the domestic third largest hand tour company Silverside Technology 51% Equity trading relative to the net asset premium of nearly 16 times times, and star Model (300043.SZ) to Chang Entertainment world's acquisition premium also amounted to 8 times times.

A media industry analyst told the first financial daily that due to the low cost of trial and error, the influx of new entrants to the hands, some large companies with funds and technical resources have entered the field of hand travel, making the hand travel industry more intense competition, as the future platform construction increasingly improve bargaining power, the issuer's bargaining power will gradually decline , the whole hand tour industry may also face shuffle, the listed companies ' investment can be ultimately successful to be observed, failure is likely to be very large, the final bill is listed companies investors.

Performance on betting implies risk

Behind the booming industry, fears of a sustained high growth in the company's performance have also begun to show that profits on the deal have gradually surfaced. The media industry analysts believe that in the hand-travel merger and acquisition of the gambling agreement will also have a huge risk to the relevant listed companies, even if it is possible to obtain compensation from the original shareholders, may not be fully implemented.

Investment Group analyst million think that the hand travel industry is still in the rising development period, the industry concentration is low, research and development operation cost is low, intermodal mode for the industry giant intervention resistance is strong, the industry profit space can be a period of time and other advantages is the hand travel industry has become the main cause of acquisition. However, the low concentration of industry led to a small number of outstanding companies, the single game success rate is low, the game players like high conversion rate, new games to launch quantity and frequency of high, industry competition and so on, so that buyers, especially listed companies through the gambling agreement to reduce the expected risk to the industry.

In green Bao and the United States Peak signed a higher performance requirements of the gambling agreement. The net profit of Shanghai Mei Feng in 2013, 2014 and 2015 was 45 million yuan, 80 million yuan and 110 million yuan respectively. If the 2013 annual peak of the net profit reached 45 million yuan, the green PO should buy the U.S. peak remaining 49% of the shares.

In the Phoenix Media acquisition of Mu and Network, the original shareholder commitment, MU and network 2014 audited net profit of not less than 52.91 million yuan, 2015 audited net profit of not less than 63.49 million yuan, if not up to the Phoenix media compensation.

In addition, star Model (300043.SZ) acquisition Cheong Entertainment world, Bo Rui Spread (600880.SH) acquisition of Roaming Valley, Palm Technology (300315.SZ) acquisition of mobile network pioneer and other transactions have a gambling agreement, the target of the company for the next 3 years of profit are expected.

Liao Yanming, a partner in mergers and acquisitions at the US law firm, said to our correspondent that foreign regulations are generally more flexible and more likely to be traded by both parties themselves and play a market role. Generally speaking, similar to the domestic tour industry, most of the gambling provisions appear in venture capital and financial investment in order to protect investors profit, but this practice in foreign 100% mergers and acquisitions are not common. Foreign mergers and acquisitions are more used in the mechanism of the profitability Payment Scheme (Earn-out agreement) or other deferred payments (deferred payment), that is, the trading model in which the acquirer pays in accordance with the performance of the acquirer for a certain period of time. Illustrations/Suyi