A brief analysis of the capital operation of state-owned enterprises
This article studies the capital operation of my country's state-owned enterprises through the case of Guangzhou Pharmaceutical's absorption and merger of Baiyunshan Pharmaceutical, and further improves the industrial chain of state-owned enterprises and enhances its The ability to resist risks, strengthen corporate strategic management, and achieve capital appreciation and healthy development of state-owned enterprises.
1 Overview of Guangzhou Pharmaceutical’s merger with Baiyun Pharmaceutical
Guangzhou Pharmaceutical and Baiyunshan are two listed companies under the Guangzhou Pharmaceutical Group. It holds 35.58% of Baiyunshan A and 48.2% of Guangzhou Pharmaceutical. Baiyunshan and Guangzhou Pharmaceutical were suspended from trading on November 7, 2011. On March 28, 2012, Guangzhou Pharmaceutical announced the plan for the merger of Guangzhou Baiyunshan Pharmaceutical Co., Ltd., officially starting the asset restructuring of New Guangzhou Pharmaceutical. Guangzhou Pharmaceutical plans to merge Baiyunshan through a stock exchange for new A shares. The exchange price will be determined based on the trading price of A shares 20 trading days before the announcement of the board of directors' resolution on reorganization-related matters, which are 12.20 yuan/ share and 11.55 yuan/share, so the share exchange ratio between Baiyunshan and Guangzhou Pharmaceutical is determined to be 1:0.95, that is, every share of Baiyunshan can be exchanged for 0.95 shares of Guangzhou Pharmaceutical. After the completion of this share exchange and absorption merger, Baiyunshan will cancel its independent legal person status, and all its assets, liabilities, equity, business and personnel will be merged into Guangzhou Pharmaceutical; Guangzhou Pharmaceutical will issue A shares to Guangzhou Pharmaceutical Group as payment consideration. In addition to the equity interests of Guangzhou Pharmaceutical and Baiyunshan, Guangzhou Pharmaceutical Group owns or has the right to dispose of operating assets related to its main pharmaceutical business and other remaining assets related to its main pharmaceutical business. After this reorganization, the controlling shareholder of Guangzhou Pharmaceutical will still be Guangzhou Pharmaceutical Group, and Guangzhou Pharmaceutical Group will use the new Guangzhou Pharmaceutical as a platform to achieve the overall listing of its main business. The specific reorganization process is shown in the figure below.
2 Case Analysis of Guangzhou Pharmaceutical’s Absorption and Merger of Baiyunshan Pharmaceutical
2.1 Reasons for Absorption, Merger and Reorganization
In order to comply with the development trend of the global pharmaceutical market, my country’s pharmaceutical industry will emerge In a new round of integration and optimization, market competition will become more intense, and the pharmaceutical industry will face a historic opportunity to become bigger and stronger through mergers and reorganizations; in accordance with Guangzhou's policy on optimizing the layout of state-owned assets, the Guangzhou Municipal Government issued relevant documents to clearly list state-owned enterprises. The company's market value management and the effectiveness of capital market mergers and acquisitions are included in the assessment of state-owned enterprises; secondly, in order to realize the revitalization of GPHL as "Great Southern Medicine", develop "Great Health", and create a leading enterprise in strategic emerging industries, it will gradually realize the transformation from increasing scale to upgrading. The strategic goal of three-step leapfrog development from horizontal to international expansion is the strategy of the 12th Five-Year Development Plan of striving to become one of the leading enterprises in my country's pharmaceutical industry. These macro policies and the company's own development strategy factors are important reasons for its restructuring.
Before the reorganization, Guangzhou Pharmaceutical mainly had a single business model with chemical drugs as its main business. After the reorganization, the main business of the new Guangzhou Pharmaceutical will be integrated to form "Da Nan Pharmaceutical" and "Great Health" ?Two major directions. The details are shown in the figure below.
Behind the capital operation of enterprises is the driving force of their huge profits and market development space. The capital operation method of merger and acquisition through share exchange can not only avoid the pressure of corporate cash flow, effectively integrate intangible assets such as brands, patents, and goodwill with corporate industrial resources at low cost, but also optimize the corporate capital structure and property rights structure. , to achieve effective management of the enterprise value chain, allowing various stakeholders to obtain huge economic benefits. For the two listed companies Guangzhou Pharmaceutical and Baiyunshan, mergers and acquisitions can quickly expand the scale of the enterprise and integrate resources, thereby promoting the optimal allocation of resources and capital of the enterprise group and maximizing its output value.
2.2 Result of merger and reorganization
After the reorganization, the new Guangzhou Pharmaceutical will have 4 well-known trademarks in China, 20 famous trademarks in Guangdong Province, and 27 famous trademarks in Guangzhou City, making it Brand value and influence are greater. Its total assets will increase from 4.851 billion yuan to 8.431 billion yuan, the return on net assets (diluted) will increase from 7.6% to 10.15%, and the earnings per share (diluted) will increase from 0.3550 yuan to 0.4353 yuan. Guangzhou Pharmaceutical Group will own the equity portion of Guangzhou Pharmaceutical, and its proportion will change from 48.20% before the reorganization to 45.29%.
The reorganized Baiyunshan's "marketization + national brand" is expected to unleash the potential of Guangzhou Pharmaceutical's "Southern China brand, product, marketing network" resource advantages, realize the integration of Guangzhou Pharmaceutical Group's pharmaceutical business, improve management efficiency, and realize the realization of the pharmaceutical industry Listed as a whole, the surviving company New Guangzhou Pharmaceutical will have a complete industrial chain including pharmaceutical R&D and manufacturing, pharmaceutical distribution and retail. The pharmaceutical product structure has been improved and will become a single listing platform for Guangzhou Pharmaceutical Group's main pharmaceutical assets and businesses. and revenue scale have been significantly expanded, the company's product market share has been enhanced, and the company's asset profitability has been improved, which is conducive to the company's business development and has become one of the most competitive comprehensive pharmaceutical listed companies in the country. Then go out of South China and further expand the national market. Judging from the process and results of this absorption, merger and reorganization, the interests of public shareholders can be maximized by setting up acquisition request rights and cash options. The shareholding ratio of GPHL has been reduced from 48.20% before the restructuring to 45.29%, which can optimize the capital structure and avoid "one dominant force", and ultimately achieve the purpose of standardizing the corporate governance structure.
2.3 Enlightenment from absorption of mergers and reorganizations
Based on the operating trends of the macro economy, the development prospects of the pharmaceutical industry and the market change pattern, as well as the company's own production and operation capabilities, input-output effects and the company's From the perspective of product market share, etc., based on the industry characteristics of high risk, high profitability, high investment, high degree of concentration, and high market entry barriers in the pharmaceutical industry, and combined with the company's own strategy, it is important to correctly choose the capital operation method. Through the use of share-exchange mergers and acquisitions, it not only reduces the cost of integration of GPHL and realizes the value-added of capital integration, but also enables "New GPHL" to obtain the benefits of specialization and collaborative production, form economies of scale, improve the industrial chain, and strive to cultivate pillar industries. Improve core competitiveness in the market. Taking the path of industrialized development is a powerful weapon for enterprises to cope with fierce market competition. It is an inevitable choice for them to become bigger and stronger. It is also a reliable guarantee for the company's future "related diversified development" path.
However, Guangzhou Pharmaceutical is a large state-owned enterprise, and its institutional and management problems accumulated over the years cannot be completely solved in a short period of time. The future development of New Guangzhou Pharmaceutical will be determined by its management and sales improvement process. , there may be a potential risk of encountering growth bottlenecks again. In addition, the reorganized New Guangzhou Pharmaceutical will also face the dual problems of internal control management and external regulatory constraints. How our country's state-owned enterprises can better carry out capital operations and enable them to better serve the development of enterprises is a question worth exploring.
3 Analysis of capital operation of state-owned enterprises
The case of Guangzhou Pharmaceutical’s absorption and merger of Baiyun Pharmaceutical provides a reference for the capital operation model of my country’s state-owned enterprises and the improvement of the enterprise’s management capabilities. Absorb the capital operation of the merger, effectively integrate the industrial layout, achieve economies of scale in production, make full use of the advantages of network scale, enhance product market control, integrate the development department with a variety of research, and truly exert synergistic effects. After the reorganization in this case is completed, the pharmaceutical assets of Guangzhou Pharmaceutical Group that were originally dispersed among the two listed companies of Guangzhou Pharmaceutical and Baiyunshan and within the group will be included in the unified listing platform of Guangzhou Pharmaceutical and will be comprehensively sorted and integrated to effectively Solving the potential horizontal competition issues between listed companies and controlling shareholders and their affiliates will help promote the standardized operations of listed companies and improve the governance level, management efficiency and capital quality of listed state-owned enterprises, and effectively protect the interests of public shareholders. Capital operation is a double-edged sword. You should not blindly spread the business too much, only focus on the expansion of the company's production capacity and market size, and do not pay attention to absorbing the potential risks after the merger. This will lead to serious consequences of bad decision-making, and face risk management bottlenecks. It is easy to fall into management traps and crises, which not only increases enterprise consumption, but also wastes resources and hinders the healthy development of enterprises. In addition, the property rights of state-owned enterprises are dispersed and severely fragmented, which can easily cause various departments to be driven by vested interests and standard interests, leading to a lack of internal motivation for state-owned capital, making huge state-owned assets rigid, unable to improve capital use efficiency, and making it difficult to realize Economies of scale production by advantageous enterprises. ;