On August 24th, real estate developer Beijing Vantone New Development Group Co. released a Draft Report on Major Asset Purchase.
Vantone Development, as the earliest group of enterprises to carry out large-scale real estate development in China, and also a real estate enterprise listed earlier in the country, this draft involves the acquisition of the equity of the well-known optical module enterprise——Source (hereinafter referred to as the subject company). The report said that the listed company intends to acquire 123,753,703 shares of the subject company held by the transferor in cash. Among them:
(1) The listed company signed the Share Transfer Agreement with 11 counterparties, including Diamond Hill and Shanghai Lu Village, to acquire 115,518,410 shares of the Subject Company held by 11 counterparties, including Diamond Hill and Shanghai Lu Village, by way of agreement transfer;
(2) The listed company and PSD signed the “Share Transfer Agreement of Southern Communication” to acquire 8,235,293 shares of the Subject Company held by PSD by way of agreement transfer; through the aforesaid transaction, the listed company will hold 123,753,703 shares of the Subject Company, with a shareholding ratio of 60.16%, and the listed company will become the controlling shareholder of the Subject Company.
Regarding the transaction price:
1. According to the Share Transfer Agreement signed between the listed company and 11 counterparties, including Diamond Hill and Shanghai Lu Village, the listed company will acquire 115,518,410 shares of the Subject Company held by 11 counterparties, including Diamond Hill and Shanghai Lu Village, at a transaction price of US$302,416,267, i.e. US$2.6179 per share;
According to the Share Transfer Agreement of Southern Communication signed between the listed company and PSD, the listed company will acquire 8,235,293 shares of the subject company held by PSD at a consideration of USD21,559,218, i.e., USD2.6179 per share; in summary, the total consideration of the transaction is estimated to be USD323,975,485.
According to Vantone Development, against the background of industrial restructuring of the domestic real estate industry, the Company has been strategically contracting its traditional real estate business segment and exploring industries and directions supported and encouraged by the State since many years ago. In recent years, the company continues to promote the strategic development direction with digital technology as the driving force, relying on the industrial science and technology planning guidance of a number of scientists from Vantone Research Institute, aggregating the advantageous technology and industrial capacity, while actively laying out on the important resources, and has already formed the three major business segments to carry out the work with the management of operating property assets, real estate development and sales, communication and digital technology.
The company intends to acquire the subject company through this transaction, which is a major investment decision of the listed company in the established strategic direction of communications and digital technology. The main business of the subject company is the research and development, production and sales of optical communication products such as optical chips, optical devices and optical modules, and its solutions and products are widely used in data centers, telecom communications and other scenarios. Through this transaction, the listed company will further promote the strategic layout in the field of communication and digital technology, and enhance the company's sustainable development capability as well as comprehensive competitiveness.
After the completion of this transaction, with the subject company becoming a subsidiary of the listed company, the total asset scale and operating income of the listed company are expected to be enhanced to a greater extent. The latest performance of the subject company is good, with good development prospects, and matches with the strategic layout of the listed company in the field of communication and digital technology. After the completion of this major asset reorganization, the listed company has gained the control of the subject company, which will be conducive to further improving the business scale and profitability of the listed company, and enhancing its core competitiveness.
