Wanda's early goal was to develop commercial real estate, the iconic wanda plaza. At present, it has opened 142 wanda plaza, with 79 hotels, which is the largest real estate enterprise in the world. Now Wanda has become a comprehensive group in commerce, cultural network and finance. In 20 15 years, the company's total assets were about 634 billion yuan and its annual income was 2.9160 million yuan. Founder Wang Jianlin became the richest man in China with two listed companies, Wanda Cinema and AMC Cinema, and Wanda Commercial, which is seeking A-share listing.
Wanda's development benefits from four transformations and the implementation of "22 1 1 strategy":
Figure 1: Wanda's strategic transformation (chart source: group finishing)
Starting from the transformation of the old city of Dalian, it has become a leading group in various industries in less than 30 years. What makes Wanda stand firm in such a fierce competitive environment and successfully transform? M&A is undoubtedly the biggest contributor.
Figure 2: Wanda Master M&A Timeline (Chart Source: Group Arrangement)?
02
AMC merger case
Part 1? Acquisition background
company
wanda cinema line
AMC cinema
Founding time
In 2004
1920
Local ranking
Asia first
The United States is second, and the world is second.
Number of cinemas
86 households with 346 households.
ticket office
65438+780 million dollars, 2.5 billion dollars
other
It accounts for 15% of the national box office.
The owner of AMC has always been an investment group.
Include Apollo Investment Fund, JPMorgan Chase Partners, Bain Capital and Carlyle.
Table 1: strength comparison between Wanda Cinema and AMC Cinema (chart source: /wdsgamc/)
(1) Strength comparison between the two parties in the acquisition case.
(2) As can be seen from the figure, the scale of Wanda is much smaller than that of AMC, so many people regard this acquisition as a "snake swallowing elephant".
2. Acquisition target
(1) Take the first step of internationalization.
(2) Strategic transformation from real estate to culture.
(3) Create new selling points for listing and raise the stock price.
(4) "Going out to sea" to seek a broader market.
(5) Increase the chips of the license plate for imported films.
3. Acquisition motivation
(1) Wanda aspect
① Wanda has rich industries and strong financial background.
② Wanda needs fresh blood.
③ The Twelfth Five-Year Plan strongly supports cultural development.
(2) Asset management companies
(1) has strong strength and advanced management experience.
② Non-listed companies are beneficial to M&A operation.
③ Crisis: Facing the debt burden and shrinking cinema market, Wanda needs to repay its debts and upgrade its cinemas.
Part? 2? Acquisition process
? M&A belongs to equity merger and acquisition, acquiring the entire equity of AMC for 2.6 billion US dollars, with a premium of 73%. Together with the $500 million invested in the later operation, * * * paid $365.438+0 billion.
However, the CBRC stipulates that enterprises can get up to 50% bank loans for M&A activities. Faced with the huge financial pressure of $3 1 100 million, Wanda skillfully chose the combination of "internal insurance and external loan" and RMB M&A loan.
Domestic insurance and foreign loans are divided into two parts: "internal insurance" means that Wanda's parent company applies to domestic banks to open a letter of guarantee, and domestic banks issue financing letters of guarantee to overseas banks; "Foreign loan" means that overseas banks issue loans to SPV in the United States according to the letter of guarantee received, and SPV comes forward to buy AMC. At the same time, Wanda parent company needs to provide counter-guarantee to domestic banks.
Figure 3: 3: Structure diagram of domestic insurance and foreign loans in AMC M&A cases (chart source: group consolidation)
?
The CBRC only cares about the territory, so it can bypass the regulatory restrictions by means of domestic insurance and foreign loans, that is, 65,438+000% of Wanda's acquisition funds come from external financing. At the same time, Wanda used the 50% RMB M&A loan provided by domestic banks as a guarantee to skillfully solve the financial pressure.
Part? 3? Merger and acquisition integration
Cultural integration: maintaining AMC's existing management team
Asset reorganization and debt structure improvement.
System integration: nine-seat system and three kinds of director system are adopted.
Business integration: follow the AMC business development model and improve AMC asset structure through "addition and subtraction".
Business integration: retain the original competitive advantage and add new elements.
Management incentive: carry out equity incentive and formulate salary system.
Part? 4? Performance analysis before and after merger and acquisition
1. Operating income
Wanda Group's total assets grew rapidly and its operating income maintained a high growth trend, indicating that the whole merger was relatively successful. After the merger and acquisition, the box office revenue of AMC increased steadily, and its operating status turned from loss to profit, and it was successfully listed at the end of 20 13.
20 10 20 1 1 20 12 20 13 20 14
Total assets (billion)1392.81950 3000 3800 5341
Year-on-year growth rate -40% 50% 27% 34.5%
Operating income is 734.9105114161866 2424.8.
The year-on-year growth rate is 88% 43% 34.8% 3 1% 30%.
Table 2: Comparison of related indicators before and after Wanda Group's merger and acquisition
Chart source:
/20 16-0 1- 16/ 18 1846722 . html
Before and after the merger
Box office receipts (billion dollars) 25 27
Operating status (USD) 20 1 1 loss 82 million 20 13 profit 8 1.6 million.
Listing: IPO failed twice. 20 13 12 18 was listed on the NYSE.
Table 3: Comparison of relevant indicators before and after 3:AMC M&A 3
? Chart source:
/special /amc/
2. As far as profitability is concerned
Wanda: The growth rate of Wanda Group's net profit and the decline rate of total assets slowed down, indicating that M&A did not affect the management level of Wanda Group's management too much.
AMC:AMC turned losses into profits, indicating that the profitability of AMC is gradually increasing after the merger.
To sum up, Wanda Group's acquisition of AMC was successful and had a strategic impact on both Wanda and AMC.
Table 4: Comparison of profitability between Wanda and AMC before and after M&A (chart source: group arrangement)
03
Analysis on the merger and acquisition of film and television and sports industry
1 film industry
The film industry mainly consists of three parts: production, distribution and projection. The screening session can earn 57% of the box office revenue, which is also the reason why Wanda invested in cinemas on a large scale in the early days. This analysis mainly analyzes the M&A growth of Wanda Pictures from two angles: cinema (responsible for screening) and film and television media (responsible for production and distribution).
1. Film industry
Figure 4: Timeline of M&A Wanda Cinema (chart source: organized by the Group)
Figure 5: Wanda Group Cinema Industry Structure Map Source:/
Figure 6: Market share chart of domestic cinema industry in 2015 years:/industry/201601/3851.html
At present, Wanda ranks first in China and the United States, the two largest film markets in the world. Wang Jianlin said that Wanda aims to control 20% of the global cinema market by 2020. At present, Wanda has completed the layout in North America, China, Britain, France, Germany and Australia. From the perspective of coverage area, the possibility of continuing to acquire cinemas in Japan, South Korea, India, Russia and other countries is not ruled out.
2. Film and television industry
Figure 7: Wanda Film and Television M&A Timeline (chart source: group finishing)
Further improve the industrial chain: Wanda began to design and plan the film and television industrial park in 2009, and formally built it after acquiring AMC and establishing cooperation with mainstream American film studios, such as Dalian Jinshi Project and Qingdao Oriental Film Capital Project. At present, four of the six major film production companies in the United States have clearly expressed their willingness to shoot and produce films in the Jinshi Cultural District every year.
Figure 8: Development of Wanda's Key Industries (Chart Source: Group Arrangement)
?
By comparing the revenue growth rate of Wanda's key industries in recent years, we find that the commercial stamina that used to be a pillar industry is insufficient, while the film industry is gaining momentum. It must be said that Wanda's film and television investment, especially through the idea of merger and expansion, has promoted the development of the group and dispersed the risks.