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    Home > Chemicals Industry > Rubber Plastic News > Lubei Chemical intends to acquire equity in affiliated companies for 1.4 billion

    Lubei Chemical intends to acquire equity in affiliated companies for 1.4 billion

    • Last Update: 2022-08-21
    • Source: Internet
    • Author: User
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    Following the sweetness of epitaxy mergers and acquisitions last year, Lubei Chemical once again started epitaxy expansion, and took the controlling shareholder's titanium dioxide assets as the acquisition target


    .


    Recently, Lubei Chemical announced that the company plans to acquire 100% equity of Shandong Jinhai Titanium Industry Resources Technology Co.
    , Ltd.
    (hereinafter referred to as Jinhai Titanium Industry) and Shandong Xianghai Titanium Resources Technology Co.
    , Ltd.
    (hereinafter referred to as Xianghai Titanium Industry) at a price of 1.
    4 billion yuan.
    At the same time, it plans to raise supporting funds of no more than 549 million yuan through non-public issuance of shares.
    All the funds raised will be used to pay the consideration of this transaction and the intermediary agency fees related to this transaction


    .


    As the counterparties of this operation, Shandong Lubei Enterprise Group Corporation (hereinafter referred to as Lubei Group) and Hangzhou Jinjiang Group Co.
    , Ltd.
    (hereinafter referred to as Jinjiang Group) are all related parties of Lubei Chemical Industry, of which Lubei Group is Lubei Group The controlling shareholder of chemical industry, Jinjiang Group is the second largest shareholder of Lubei Group


    .


    The reporter of "Daily Economic News" noted that, as a large phosphate compound fertilizer, compound fertilizer and cement manufacturer in Shandong Province, Lubei Chemical will also enter the titanium dioxide industry chain after acquiring the assets of the above-mentioned holding companies from related parties


    .


            In the opinion of an executive of Lubei Chemical Industry, the wastes of the titanium dioxide industry are recycled and reused by listed companies, which will also reduce related transactions with the controlling party.
    When the market value of Lubei Chemical is increased, it will also lay the foundation for the overall listing of Lubei Group


    .


            Acquired assets of related parties at a price of 1.
    4 billion

    Acquired assets of related parties at a price of 1.
    4 billion

            After the reorganization intention was disclosed at the beginning of the month, Lubei Chemical's plan to purchase Jinhai Titanium and Xianghai Titanium from related parties was officially released in mid-November


    .


            On November 2, Lubei Chemical issued a suspension announcement on planning major asset restructuring, saying that the company was planning to purchase 100% of Jinhai Titanium and 100% of Xianghai Titanium


    .


            As a state-owned enterprise in Wudi County, Binzhou City, the actual controlling party of Lubei Group is the People's Government of Wudi County, and Jinjiang Group is a strategic investor introduced by Lubei Group through public solicitation during the first mixed-ownership reform in July 2016


    .


            Therefore, as the counterparties of Lubei Chemical's purchase of Jinhai Titanium and Xianghai Titanium, both Lubei Group and Jinjiang Group are related parties of listed companies
    .
    Among them, Lubei Group is the controlling shareholder of the company, and Jinjiang Group holds a 35.
    6% stake in Lubei Group

    .
    The acquisition constitutes a major asset reorganization, but does not constitute a reorganization and listing

    .

            In this transaction, the total transaction consideration of Jinhai Titanium and Xianghai Titanium is 1.
    4 billion yuan

    .
    Lubei Chemical plans to raise supporting funds of no more than 549 million yuan through non-public offering of stocks, and all the raised funds will be used to pay the consideration of this transaction and the fees of intermediaries related to this transaction

    .

            The transaction plan shows that as of the signing date of the plan, the audit and evaluation of the underlying assets of this transaction has not been completed
    .
    The base date for the evaluation of the underlying assets of this transaction is September 30, 2019, and the estimated value of 100% shareholders' equity of Jinhai Titanium is 1.
    35 billion to 1.
    4 billion yuan

    .
    After negotiation by all parties to the transaction, it was agreed that the transaction price of 100% shareholders' equity of Jinhai Titanium was tentatively set at 1.
    38 billion yuan

    .
    In addition, Xianghai Titanium, which is wholly-owned by Lubei Group, has a paid-in capital of 20 million yuan.
    After preliminary negotiation, the transaction price of Xianghai Titanium's 100% shareholders' equity is tentatively set at 20 million yuan

    .

            In the specific implementation, according to the transaction price initially confirmed by the parties to the transaction, the corresponding value of the 66% equity held by Lubei Group in Jinhai Titanium is 910.
    8 million yuan, and the corresponding value of the 34% equity held by Jinjiang Group in Jinhai Titanium is 469.
    2 million yuan

    .
    Lubei Chemical intends to pay 50% of the shares and 50% of the cash to Lubei Group, and 20% of the shares and 80% of the cash to Jinjiang Group

    .
    The 100% equity of Xianghai Titanium held by Lubei Group is paid by the listed company in cash

    .

            Without considering this supporting financing, Lubei Chemical issued 88.
    8738 million shares this time

    .
    After the issuance, Lubei Group holds 41.
    14% of the shares of the listed company and remains the controlling shareholder of Lubei Chemical

    .

            For the purpose of this transaction, an executive of Lubei Chemical told the "Daily Economic News" reporter that after the completion of this reorganization, the assets of Lubei Group's titanium industry will be injected into the company as a whole, which can effectively improve the company's sustainable profitability.
    , to realize the preservation and appreciation of state-owned assets

    .

            Cut into the titanium dioxide industry chain

    Cut into the titanium dioxide industry chain

            Compared with expanding the scale of enterprises through mergers and acquisitions, the injection of titanium dioxide assets makes the growth of Lubei Chemical's future performance more imaginative
    .

            According to the data, from the perspective of the main business scale, Lubei Chemical is a large phosphate compound fertilizer, compound fertilizer and cement manufacturer in Shandong Province, with 300,000 tons of ammonium phosphate, 400,000 tons of sulfuric acid, 600,000 tons of cement, 1 million Tons of compound fertilizer, 2,500 tons of bromine, and 1 million tons of raw salt production scale
    .

            Lubei Chemical's 2018 financial report shows that as related parties of the listed company, Jinhai Titanium and Lubei Chemical have related transactions in wastewater treatment and sporadic materials, and the amount incurred in the current period is 2.
    3955 million yuan

    .

            In the opinion of the above-mentioned executives of Lubei Chemical, the gypsum waste produced by Jinhai Titanium is also an important raw material for the cement sector of the listed company, and the amount of related transactions will be reduced after the transaction is completed
    .

            However, Lubei Chemical clearly values ​​its entry into the titanium dioxide industry chain
    .
    The announcement shows that Jinhai Titanium, the target of this transaction, has a mature sulfuric acid method titanium dioxide production device, and Xianghai Titanium is implementing the chloride method titanium dioxide project under construction.
    Through the acquisition of Jinhai Titanium and Xianghai Titanium, it can effectively expand The industrial layout of the company's chemical sector has improved the anti-risk capabilities of listed companies

    .

            At present, China has become a major producer and consumer of titanium dioxide
    .
    According to the announcement of the acquisition plan of Luxi Chemical (000830, stock bar), in 2018, the total output of titanium dioxide in China reached 2.
    9538 million tons, an increase of 2.
    94% year-on-year

    .
    Among them, rutile type titanium dioxide accounted for 77.
    61%, anatase type was 17.
    18%, and non-pigment grade was 5.
    21%

    .

            Jinhai Titanium has a sulfuric acid method titanium dioxide production line with an annual output of over 100,000 tons, and another sulfuric acid method titanium dioxide production line with an annual output of 100,000 tons is under construction.
    After completion, its production capacity will rank in the forefront of the country

    .

            In addition, Xianghai Titanium Industry is planning to build a project with an annual output of 60,000 tons of chlorinated titanium dioxide
    .
    Lubei Chemical Industry Announcement shows that chlorination titanium dioxide has significant advantages such as short process flow, high product quality, easy automation, high comprehensive utilization, and less pollution, and it belongs to the national encouraged project

    .

            A senior executive of Jinhai Titanium told the "Daily Economic News" reporter that from the perspective of capacity allocation and production and operation scale, Jinhai Titanium currently ranks in the top five in the domestic industry, and the goal in the next three years is to enter the top three in the industry
    .

            From the performance point of view, in 2017, 2018 and the first three quarters of 2019, the operating income of Jinhai Titanium was 1.
    38 billion yuan, 1.
    654 billion yuan and 1.
    149 billion yuan respectively, and the net profit was 83.
    9265 million yuan, 96.
    0066 million yuan and 63.
    5083 billion yuan respectively.
    million

    .

            The reporter checked relevant information and found that as early as December 2003, the 15,000-ton/year titanium dioxide plant of Lubei Group had been completed and put into operation.
    Since then, titanium dioxide has been one of the core businesses of the group

    .
    Regarding the injection of the titanium dioxide industry assets of Lubei Group into the listed company, Lubei Chemical has been planning since 2011, and has successfully bid for 40% and 60% of Shandong Lubei Salt Chemical Co.
    , Ltd.
    In 2013, Lubei Salt Chemical was absorbed and merged as a whole

    .

            In the opinion of a management person of Lubei Chemical Industry, Jinhai Titanium Industry and Xianghai Titanium Industry, which are planned to be acquired this time, have unique business advantages and competitive strength, which can produce synergistic effects with the company's existing business and create domestic leading titanium dioxide.
    industrial chain

    .

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