Southwest Securities acquisition needs to be three hurdle

The tip of the iceberg was finally revealed. Southwest Securities (600369) announced a major restructuring letter of intent with capital securities last weekend.　　Analysts said this is the first case of market mergers and acquisitions of listed brokerages in the history of domestic securities. A paper announcement confirms market rumors that Southwest securities was suspended last week, caused a suspicion of the market, and the newspaper published on March 3, "Southwest Securities brewing a major asset reorganization", the first to report the Southwest securities may be in the securities and mergers and acquisitions reorganization of the issue of the heavy news, and the southwest Securities and capital of the merger of the case to make an analysis.　　Only after 3 days, Southwest Securities in the form of a bulletin to confirm the previous report of this newspaper. Southwest Securities on the weekend issued a notice that the company and the capital signed the "Southwest Securities Co., Ltd. and the capital of the Securities limited liability company major reorganization Letter of intent."　　As a result of this major asset reorganization still has greater uncertainty, in order to protect the interests of investors, to avoid a significant impact on the company's share price, since March 7, the company's shares continue to suspend business 30th. Reporters from a close to this transaction insiders learned that mergers and acquisitions have been basically finalized, but the details are still in negotiations.　　But market personage says, this transaction wants to succeed still need to go over three hurdle.　　The first way of trading and the price since the transaction has been determined, then the manner and price of the transaction has become the focus of market attention, and undoubtedly the two sides are currently the focus of negotiations. "The way to deal is simply to buy and swap cash." Lu Ying, deputy director of Beijing University's China Center for Financial Research, said according to the current situation, if it is a cash acquisition, then on the one hand, will bring great pressure on the southwest securities; On the other hand, after the cash acquisition, the capital securities are completely non-existent, and the shareholders of the state securities have nothing to do except get a sum of money,　　So neither side should want to do the deal in a cash takeover.　　Since the way of trading in the industry seems to have no suspense, then, how much is the value of capital securities? According to the Data of China Securities Association, the capital of 2009 is 2.623 billion yuan, net assets is 6.032 billion yuan, net profit is 279 million yuan. "If the price is calculated according to the income law, it will probably be about 20-30 times the net profit." A brokerage analyst said the purchase price would be 6 billion to 8 billion yuan.　　However, in general, financial companies generally according to net assets to calculate the purchase price, generally twice times the net assets, according to this calculation of the amount of the transaction may be more than 10 billion yuan.　　Second, the new and old shareholders of the interests of the merger of Southwest Securities, the shareholders of the capital securities will become the shareholders of the southwest securities, the interests of the new and old shareholders, if not dealt with at this stage, it is likely to directly affect the success or failure of this single transaction. Public data show that there are two major capital behind the Southwest Securities, one is the Chongqing Sasac, which owns the absolute controlling power of the Southwest securities, and the other is the Central Huijin Company, which is the two shareholder of the Southwest Securities Bank.The first major shareholder of the Securities Trust, the first major shareholder in the trust is the famous PICC group.　　In addition, the shareholders of the capital Securities and the list of controllers also include Beijing International Trust, Beijing Sasac, Yanzhou Mining Group, Guohua Energy and other powerful institutions. Analysts say if the transaction to Exchange 10 billion yuan, then southwest securities in accordance with the previous suspension of the price of 11.87 yuan/shares need to issue 842 million new shares, and the current Southwest Securities total share capital of 2.32 billion shares, equity will expand 37%, so, although the actual control of the Chongqing state-owned authority is still in hand, But the control of other shareholders has been greatly compromised. "More importantly, in August 2010, Southwest Securities has just 14.33 yuan/share of targeted additional funds to raise more than 6 billion yuan, if the 11.87 yuan/share of the additional issue, then the participation in high prices of the shareholders can be willing to accept, is also a problem."　　"said the analyst. Whether the third hurdle could release the market's discussion of the securities of the Southwestern securities mergers and acquisitions is already white-hot, but the regulatory layer has not released any news.　　One person close to the SFC told reporters that the SEC has not yet received information from two companies about the transaction and cannot respond. Some analysts have also questioned whether the regulator could release the deal.　　Lu Ying told reporters that at present regulators will take stability as a prerequisite to consider such incidents, if the future direction of the incident and risk factors are uncertain, the regulatory layer may not support such a reorganization. In addition, the Southwest Securities and capital securities of this transaction is not only involved in the SFC, but also indirectly involved in the Circ. The actual control of the capital Securities is the PICC group, although the PICC Group has previously expressed some ideas on the securitization of its assets, but because of the concern of insurance companies, so the CIRC can not be bypassed.