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Since the December 13, 2011, China petrochemical and the new Austrian energy both after the public announcement made a bid, be acquirers's gas has been and the former confrontation, with the "national" refused to combination "marriage".
On February 8, a close to China gas source accept the board of directors of the exclusive interview with says, in addition to current offer price not satisfied, but also to the new Austrian energy acquisition strength is very worrying contribution.
Once China gas is the new Austrian energy and China petrochemical the acquisition, the new Austrian energy ratio will be more than 100%, and more misgivings about is, energy and New Orleans's gas in business can't happen synergy effect.
However, the new Austrian energy and China petrochemical expressed that, after the price has already qualified for China the value of fuel gas, won't consider a premium. China gas also says, the current price of hk $3.5 per share for the hard to shareholders to agree. At present, the two sides are waging a war game, who will be the winner at that time difficult to define.
Hostile takeover trapped price deadlock
Because the new Austrian energy and China petrochemical group ready to acquire Chinese gas from each other and not invited, makes this hostile takeover has been back in price.
Hostile takeover, also called a hostile takeover, it is to point to to buy a company without goals in the board of directors of the company allowed, no matter whether the other party to takeover activity.
Close to China of gas sources believe, the new Austrian energy and China petrochemical and China has yet to approach the board of directors of the gas; The acquisition is a complete opportunistic behavior, they put forward the acquisition, the stock price is on the lower end of the period, when China gas's share price is $2.8, mainly by the top company an accident influence, this does not reflect the value of China's gas.
China gas founder and former director general manager LiuMingHui in the end of 2010 and another senior HuangYong payment for corruption by the ministry ordered the arrest. By a series of events, several brokers to prospect of company make negative evaluation, China's share price of gas in 2011 dropped more than 60%.
December 13, 2011 China petrochemical and the new Austrian energy releases announcement to say to hk $16.7 billion acquisition of China issued shares all gas. The new Austrian energy bear 55% the cost of the acquisition, sinopec bear 45%. The offer price for hk $3.5 per share.
The above sources think, although hk $3.5 per share offer were much higher than hk $2.8, but China gas in October 2010 by a price is $4.31, the highest share prices more than 5 yuan, so can't agree with the offer price of hk $3.5 per share.
By February 8, China gas closing price of hk $3.66, new energy and China than he put forward the offer price of oil above hk $0.11. The people think, not being invited purchase price than the current share prices should be higher.
It is worth noting that, the new Austrian energy and China petrochemical after the takeover, China's share price of fuel gas continue to rise, China gas two big shareholders start increasing continuously.
Public news shows, January 30,, South Korea again around 5 million strands of China SK gas, make its holding has increased to 10.06%, it is its since December 2011, since the middle of the 16 th around China gas. Rich in oil, with a hk $2.96 million additional shares's gas, the ChiGuShu to 508 million shares, accounting for 11.59% of the total share capital, increasing number of 18 times.
Take action not only by market participants as acquisition, drive up against the purchase price action, also be the new Austrian energy and China petrochemical association as a contest of strength behind.
Close to the new Austrian energy and China petrochemical people in an interview, said that despite the's gas business assets is better, but the management of the company has drawbacks. Company executives after the accident, share price decline rapidly just can illustrate this point.
China petrochemical insiders also has revealed, the chairman of the FuChengYu had borrowed speech now is not the time to increase.
Otherwise China petrochemical insiders think this is a hostile takeover, in China petrochemical and the new Austrian energy to raise prices, prices soon more than hk $3.5, market expectations is quite high. But if China agreed to buy gas not to purchase fails, the share price will soon fall, the enterprise is in danger.
Sources close to China gas counters, the new Austrian energy and China petrochemical seeing the gas business assets is China, not previously executives. Top unrest lead to share price falling, but did not influence the company's performance, it can't be reduce the price for reason.
China gas mid 2011 report, business income is up 21% to hk $7.91 billion, compared to a 302% net hk $370 million.
In fact, early in China petrochemical and the new Austrian energy offer before the acquisition, China gas President and general manager LiangYongChang is foreign said, when China gas has set up a file in a contact with investors, "because the problem of the price at that time has not settled until halfway out New Orleans kill energy and sinopec's purchase offer."
This obviously problems in the price out again. "China petrochemical and the new Austrian energy offer no reflect the value of the company." LiangYongChang said.
For acquisitions, the staff's gas to make positive reaction. February 3 day night, China gas releases announcement to say, nearly 4000 employees joint sent a letter to oppose the new Olympic energy and China petrochemical proposed takeover bid. But purchase association said in a statement that have no intention of China of fuel gas employment made any adjustments.
Have analysts think that, even if the tariffs, the space of the premium is limited. China gas by 2011 of net assets per share at the end of September for $2.08, assuming that the fourth quarter of 2011 and not backward inverse global words, China petrochemical and the new Austrian energy to hk $3.5 acquisitions, which is about 1.68 times the PB, already expensive than the zhengzhou gas privatisation of the pricing.
Ubs analysis report points out, DCF model based on estimates, China gas target price is hk $4 per share, which is more than the current price 8.4% higher. So the new Austrian energy and China petrochemical must raise prices, can appear otherwise other bidders. Even if no other investors, 4 yuan price for China the value of fuel gas itself is not expensive.
The new Austrian acquisition strength be questioned
Although both seem waiting to see how the opponents play the card, but apart from the price to break the deadlock, most make China gas the worry is that the New Orleans energy does not have the strength of buying Chinese gas. And in business, China gas and the new Austrian energy will not occur coordination effect, instead and China petrochemical business will produce the synergy effect.
Sources close to China gas, says it's a cash acquisition, if the new Austrian energy really participate in acquisition, the ratio of more than 100%, temporary don't say whether other shareholders through, only from purchasing motivation is difficult to understand, the new Austrian energy why spend so big price for not holding company, and is in the business of little coordination effect.
According to the previous announcement, after the acquisition, than in public accounting for not less than 25% of cases, China petrochemical in China the shareholding proportion of fuel gas will rise from 4.22% to 36%, and the new Austrian energy is 41.25%.
According to the announcement, the new Austrian energy will be through the loans and their own funds to pay 55% of the acquisition, and China petrochemical will through the l/c has its own resources and cash or other financing pay 45%.
While China gas sources said the company more on China petrochemical capital strength, more hope the real big buyer is China petrochemical, and not on the loan to purchase New Orleans's gas energy. And think if through the borrowed money to buy China gas, the future development of the new Austrian energy itself would also be affected, the high leverage will further influence the new Austrian energy prices.
In fact, in the second day of the announcement issued by acquisition, also is on December 14, 2011, China gas after brand high open nearly 20%, all held steady performance. But the new Austrian energy market seen 1 year highs after hk $29.7, tumbled down, from high levels dropped by almost 16% since. Then share price fall even 3,, the cumulative decline of 12%. Three big rating agencies, standard popularity will be the new Austrian energy more fitch ratings on negative watch list, moody's or so reduce its rating.
And this is exactly is China gas are worried about, they have noticed that moody's rating. With the new Austrian energy the current financial strength is hard to get the purchase price to be brought, unless the new Austrian energy resources to secondary share, further raising money.
Three major credit rating company, moody's investors service, fitch ibca s&p successively bad-mouthing the new Austrian energy, the main reason is the expansion will probably improve business risk or debt burden, net debt to rise, thus weakening the credit conditions.
Analytic personage points out, for the new Austrian energy, to release since buying Chinese gas, its stock price down quite a lot. The new Austrian energy can't in order to acquire Chinese gas, and let their stock price down too much, it will affect the enterprise brand and the future of the refinancing, their enterprise in China is more important than gas.
The new Austrian energy has been questioned whether the financial capacity under the acquisition, and China's share price has been higher than gas hk $3.5 per share offer, price for any pyramid, the new Austrian energy even if it is hardly a financing.
Investment agency Beijing huashan a company in December 2011 report released, the new Austrian energy after the completion of the acquisition asset liability ratio is higher, unless equity financing used to aid offer. Estimate the asset-liability ratio will rise to 87%-110%, if only debt and bank lending fund offers. New Orleans is expected to energy will through the equity financing the funds raised, to keep its investment grade credit rating.
In subsequent report the agency further points out that, if acquisition success, New Orleans energy leverage is expected to up to 2012 the year's end will reach 121%. If a proposed purchase prices higher, the new Austrian energy extra burden will be greater.
February 7 day night, the new Austrian energy holdings Co., LTD, executive director and chief executive of YeSheng said, the purchase schedule doesn't change. The new Austrian energy executive director and vice President WangDongDong also said publicly, the new Austrian energy now have good financial situation, and currently don't consider raising purchase offer price.
But China gas news personage points out, if only previous offer for the price, it's hard to reach an agreement, the acquisition of New Orleans energy strength very worried.
"The new Austrian energy if not approved by shareholders, can have three viable consequences, one is quit, one is the change and sinopec at present 55% shareholding structure of the joint venture, the less equity, and finally by sinopec New Orleans acquisition or energy." A foreign takeover of merger competent analysis.
February 28 new Mr Energy will hold a shareholders' meeting, shareholders can obtain approval still uncertain, it will be directly determine the success or failure of acquisition.
China petrochemical foray into the downstream determination looms
Whether the new Austrian energy can get shareholder support, but cannot ignore the Chinese petrochemical in the acquisition of the figure.
Sources close to China gas, said China petrochemical not only in the business with China on the gas have coordination effect, and sinopec capital strength is strong. After China petrochemical was a gas of China shares, the purchase, the more hope China petrochemical to lead.
China petrochemical internal sources, and the future of China petrochemical downstream of the city is to value the gas market, the future development of urban gas of the enterprise is a consideration, acquire Chinese gas is also have the planning.
China gas now has the Chinese mainland biggest natural gas project portfolio, and has important liquefied petroleum gas (LPG) business. In 151 the city and area have gas business, nine natural gas transmission project management, 11 liquefied petroleum gas (LPG) dock, 44 distribution project and 12 a compressed natural gas station.
China petrochemical chairman FuChengYu have publicly said the new Austrian energy is the city gas supplier, China petrochemical is having the business producer of oil and gas, gas and China the two companies will be favorable cooperation partner, he expects China to the board of directors of the gas careful consideration the related transaction.
Industry analysts said, as the lower reaches of city gas China petrochemical almost no business, and the market development are other enterprise occupied. The acquisition is mainly value China gas has certain market and technical personnel. At present Chinese oil and China petrochemical in city gas are not very strong, mainly concentrated in a small city, big city basic is the new Austrian energy and China gas occupation, and capture market to downstream spend a lot of money, and downstream is not so technical personnel.
It is reported that in 2011 the Chinese petrochemical general phosgene aside for 6 billion cubic meters of gas, and the whole group of gas production for 14.6 billion cubic meters. At present China petrochemical upstream market also not much, in the middle of the largest is the sichuan gas east to send, the main city in Shanghai.
At present China gas has a 70%-80% of the natural gas by China's oil supply, if sinopec acquisition success, what's behind the obvious benefits.
Ubs reported that, like all not exercise the option is in an offer before the end of the exercise, and shares were all accept the offer, China petrochemical pay hk $7.5 billion, estimates only 1% increase in debt, financing pressure is very small. Sinopec in minority status, without the consolidated financial statement. China gas 2010 net profit 529 million hk dollar. The estimate of China petrochemical as investment gains the performance of thickening of just 0.2 points per share.
Apparently, natural gas assets and gas downstream assets can be complementary to each other. Ubs, was that China gas is a national city gas operators, has the stable civil and industrial gas downstream demand. This and China petrochemical natural gas pipeline network expansion plan has long complementary role; At the same time China gas is the largest one of the natural gas retailers, the gas terminal and sales network of sinopec's natural gas industry has the synergy.
Gas sources close to China says, are now waiting for the new Austrian energy solutions through the ministry of commerce of the P.R.C., New Orleans and the shareholders' meeting held, the future can succeed depends on the new Austrian energy shareholders, China gas shareholders consent, and the key problem or trading price.
Analysts believe that it is because of China petrochemical in the acquisition of smaller share, just making the offer price it is difficult to carry it up. Although China petrochemical in the acquisition urgent into the lower market, but because the new Austrian energy accounts for a large joint, it to the purchase of the Chinese petrochemical eager to cloak, and make China gas in the purchase price between rather helpless.