Zhang Dazhong 3.6 billion pulled out of Dazhong Electric.
On Monday afternoon, nearly ten consumers in Dazhong Electric Madian Store were blocked by a notice that "internal inventory is closed".
Since that day, all 61 stores of Dazhong Electric Appliance (hereinafter referred to as "Dazhong") in Beijing have been closed for inventory, waiting for the handover of assets with Gome (hereinafter referred to as "Gome"). At present, the handover between the two parties has begun, with Wang Junzhou, vice president of Gome, as the leader and Song Hong, general manager of China as the team leader.
Last week, a series of sudden "actions" between home appliance chain giants were overwhelming: on the evening of the 12th, Suning Appliance suddenly announced that it would terminate the acquisition of Dazhong. Only one day later, Gome announced that it had completed the comprehensive acquisition of Dazhong, and on the evening of the 14th, it announced that it had fully managed Dazhong with 3.65 billion cash.
Gome Yongle Dazhong "Triangle Debt"
Chen Xiao said that the legal disputes between Yongle and Dazhong will be settled through reconciliation. "The dispute of 150 million yuan is not within the custody price of 3.65 billion yuan."
At two o’clock on the afternoon of December 16th, Gome held a conference on "Full Custody of Dazhong". Gome’s core executives, headed by CEO Chen Xiao, including Wang Junzhou, executive vice president of Gome, Li Juntao, Sun Yiding, Mou Guixian and Luan Xizhong, all made their debut. However, Huang Guangyu, chairman of Gome’s board of directors, Zhang Dakou, head of Dazhong Electric Appliances, and other senior executives of Dazhong Electric Appliances did not show up, and the press conference became Gome’s "unilateral show".
"This time, it is mainly a description of Gome’s hosting of Dazhong." He Yangqing, spokesman of Gome, explained that the press conference will not involve the specific operation and personnel arrangements of Dazhong in the future, so no one from Dazhong attended. Later, He Yangqing spent nearly two minutes introducing the guests attending the meeting, and nearly 100 representatives of domestic and foreign home appliance manufacturers were invited to join us, which was quite a taste of going to the "Hongmen Banquet".
"The circulation industry is underdeveloped and the manufacturing industry is difficult to be strong." Chen Xiao used such a sentence as the opening remarks, and then changed the subject, "In the future, we should increase the intensity of centralized procurement and promote the gradual decline of retail prices". After this "shocking" statement, representatives of home appliance manufacturers in the venue began to whisper. After winning Dazhong, the number of Gome stores has reached nearly 1,100, and the strength of the right to speak to suppliers will undoubtedly become more obvious.
"Gome’s acquisition of Dazhong actually started from the cooperation between Yongle and Dazhong a year ago." As a witness of the whole event, Chen Xiao had to mention the "triangle debt" between Gome, Yongle and Dazhong.
On April 21, 2006, Dazhong and Yongle announced their alliance and signed an agreement. The two parties will complete the merger within one year through equity swap. After the merger, it will form the third largest home appliance retail enterprise in China with annual sales of 30-40 billion yuan, so as to confront Gome and Suning. But three months later, things took a "big turn"-Gome and Yongle reached an agreement to acquire the latter with HK$ 5.27 billion in cash and equity. Subsequently, Yongle Electric, listed in Hong Kong, was forced to withdraw from the market.
Previously, in order to express sincerity, Yongle had paid Dazhong a "merger deposit" of 150 million yuan in advance. At this time, the cooperation between Dazhong and Yongle has started, and 11 Yongle stores in Beijing and Tianjin have also been entrusted to Dazhong. All of a sudden, the store resources are difficult to coordinate, and at the same time, the joint venture companies established by the two sides in Xi’ an and Qingdao can’t handle it. The dispute has been brought to the point of arbitration, and it has dragged on for more than a year without a final statement.
"Today’s results have already explained the problem. The previous rumors, grievances and grievances have all disappeared." Chen Xiao said that regarding this dispute, the dispute at the legal level will be settled through reconciliation. Moreover, the dispute of 150 million yuan is not within the custody price of 3.65 billion yuan.
"New Dazhong" surfaced.
As early as July this year, in order to clarify the assets of its stores, Zhang Dazhong, chairman of Dazhong Electric, registered and established "New Dazhong Electric". In the following five months, we have completed the network transfer and brand transfer with "Boss Zhong".
It took only two days from Suning’s abandonment of the acquisition of Dazhong to Gome’s announcement of its full takeover of Dazhong, which was undoubtedly "hasty" in the eyes of the industry. Even Chen Xiao admitted that he had not made a detailed asset evaluation of Dazhong before, and would "conduct an asset evaluation before the 20th, which will be completed by the 25th at the latest."
Gome’s purchase price of 3.65 billion yuan is also far higher than the industry’s expectations. Previously, Suning Appliance had made a detailed asset financial evaluation for Dazhong for more than a month. After the asset appraisal was completed, Sun Weimin, general manager of Suning Appliance, made it clear that the rumored purchase price of 3 billion yuan was "beyond our expectation". Not all of Dazhong Electric’s stores, which have been operating for more than 20 years, are high-quality assets. Like other enterprises, there are various forms of bad assets such as debts and bad debts, which undoubtedly have an impact on its final purchase price.
In this regard, Chen Xiao has thrown out a little-known concept-"New Dazhong". It is understood that as early as July this year, in order to clarify the assets of its stores, Zhang Dazhong, chairman of Dazhong Electric, registered and established "New Dazhong Electric". In the following five months, we have completed the network transfer and brand transfer with "Boss Zhong". What the new large and medium-sized companies have is the operating assets of large and medium-sized companies, that is to say, it includes a set of systems such as store network and related back-office supporting retail. The problems of debt and creditor’s rights are not within the scope of the new, large and medium-sized enterprises.
"We are hosting the new Dazhong." Chen Xiao tried his best to make reporters understand this concept. In terms of responsibility and rights, the original debt, creditor’s rights and unclear triangular debt still remain in the boss, which has nothing to do with the new Dazhong. In other words, Zhang Dazhong is ready for today’s acquisition. In these months, he has made the necessary preparations for this.
There are three stages in the acquisition steps explained by Chen Xiao. In the first stage, Gome applied for a loan of 3.6 billion yuan to the third party Zhansheng Consulting, and entrusted Dazhong to operate. In the second stage, Gome took over Dazhong in an all-round way and submitted it to relevant departments for approval. In the third stage, the integrated Dazhong will be loaded into listed companies.
"The seller wants to get the money earlier." Chen Xiao said that this way is also to meet the wishes of Zhang Dazhong. Moreover, for the current Dazhong, it really takes time to improve its profitability. "Let Dazhong’s business ability reach the unified standards of Gome."
According to the plan, in the future, when Gome acquires the third-party equity, there is a clear formula: the purchase price of Gome is 3.65 billion yuan, or 3.65 billion yuan plus the interest paid by the independent third-party company on the equity purchase date MINUS the distributed profit during this period (before deducting management).
According to Suning’s previous evaluation results, the industry expected a purchase price of 3 billion yuan, and Gome’s acquisition premium exceeded 20%. In this regard, Chen Xiao said that Gome is interested in large and medium-sized store resources. "At present, the resources available for opening new home appliance retail stores are scarce, and rents are rising. If you open your own store, the cost will be higher, not to mention that the home appliance stores in the Beijing market are relatively saturated. " The main stores in Dazhong have been operating for more than ten years, and their property costs and other aspects seem to be "unimaginable bargains" today.
Talking about Suning’s secret friendship with Gome
After the "marriage" between Dazhong and Yongle broke down, Dazhong has been actively looking for a suitable "marriage" object. In fact, Dazhong has been negotiating with Suning and Gome at the same time, either explicitly or implicitly, and "selecting the best".
In the acquisition news continuously transmitted by Dazhong Electric in the past year, Suning has always been the acquirer who stepped onto the front desk. First, the rumor of 3 billion bid spread like wildfire, and then Suning has sent relevant personnel to Dazhong. Even both sides have announced that they have begun to hand over stores in some areas, and everything seems to be step by step.
Just when the outside world agreed that Suning would successfully win Dazhong, Suning suddenly announced the termination of the acquisition on the evening of the 12th. Just one day ago, Suning North China Headquarters also held a year-end conference. At that time, Fan Zhijun, CEO of Suning North China, said in a relaxed tone, "We have taken over Dazhong’s stores in Shanxi" and "We have not taken over the stores in Tianjin". Such a clear signal was exchanged for a paper termination announcement the next day.
After the "marriage" between Dazhong and Yongle broke down, Dazhong has been actively looking for a suitable "marriage" object. High-level officials in large and medium-sized areas have made it clear more than once that they want to find suitable acquirers among giants such as Suning, even including Gome, which once made Zhang Dazhong "very angry". In fact, Dazhong has been negotiating with Suning and Gome at the same time, either explicitly or implicitly, and "selecting the best".
"I didn’t know at first, but later I learned that Dazhong was also talking to Gome." Sun Weimin, president of Suning, said that when talking with Dazhong at the beginning, "we were quite sincere with each other. The reason why it didn’t work out in the end was not because Suning saw that Dazhong was going to be lonely, but because of various factors. "
Obviously, Suning’s announcement of the termination of the acquisition on the 12th was not a "sudden incident" in the eyes of the outside world, but was well prepared. The market effect brought to Suning by this "termination" announcement, which was not issued until the 12th, is also obvious.
In the seven trading days before the announcement, Suning Appliance’s share price rose by more than 20%. Lu Jianbo, an expert in home appliances, said that Suning has succeeded only in terms of stock price. The reason why it has not been clarified is because the rumors of continuous acquisition progress are "lifting the sedan chair" for Suning’s share price.
In fact, Gome did not rush into it. Chen Xiao’s words at the press conference also confirmed this point.
"Acquisition and integration is a very challenging thing, and any enterprise will be cautious and positive." Chen Xiao said that he will combine his own development strategy to ensure the maximization of benefits brought by the transaction, and will also fully consider the opportunity cost and time cost.
3.6 billion is not a small sum, so, can Gome come up with so much money without affecting its normal operation? Chen Xiao’s answer is "already considered". In May this year, Gome made a financing in the capital market, and the amount of financing was 6.5 billion yuan, which was enough to support the capital needs of existing and upcoming business arrangements.
Gome’s Capital Layout
Completely different from Suning, Gome does not lack the experience of industry integration. Over the years, Gome has completed the integration of more than a dozen national and regional home appliance retail brands. The acquisition of Dazhong is an important part of its national strategic layout.
Until now, Suning has not acquired any competitors. Sun Weimin’s answer is: "We have been developing according to our own ideas. Suning can make the most appropriate judgment in terms of store location selection and resource optimization. "
Wang Junzhou is tit for tat. In his view, in a relatively saturated or even surplus market environment like Beijing, Gome Trust Dazhong will realize the scale effect after integration and reduce operating costs by improving the operating quality of single stores under the condition that the total number of stores in Beijing market remains unchanged.
Completely different from Suning, Gome does not lack the experience of industry integration.
Harbin’s "Black Swan", Changzhou’s "Golden Sun", Shenzhen’s "Easy Home" and even Yongle last year. Over the years, Gome has completed the integration of more than a dozen national and regional home appliance retail brands. According to Wang Junzhou, the integration of these more than ten brands has been successful, and their performance has greatly increased.
In fact, although the merger and acquisition case took Gome nearly two years, it did not delay Gome from extending its M&A tentacles in other directions. The reporter learned from insiders yesterday that Gome’s acquisition of Shaanxi Bee Star Communication will also be announced in the near future. It is reported that as early as September this year, some media disclosed that Gome is in contact with Shaanxi Bee Star Communication and plans to invest 50-80 million yuan to acquire its 22 stores.
Although at present, the payment method for the acquisition of Shaanxi Bee Star has not been announced, and the amount of the acquisition is not the same as that of the purchase of Dazhong, it seems that Gome has long been prepared for the development of mergers and acquisitions. According to public information, Shaanxi Bee Star Communication occupies 30% market share in Northwest China, with total annual sales of 300 million yuan, making it one of the largest mobile communication service providers in Northwest China.
The acquisition of Dazhong Electric Appliances in Beijing is obviously an important part of the national strategic layout of Gome’s appliance stores. After the acquisition of Dazhong, Gome will have 117 stores in Beijing. Relatively speaking, Suning, which currently has only 42 stores in Beijing, seems to be much smaller.
The destination of Zhang Dazhong and 81 stores.
Gome will adopt the strategy of double brands and double teams, and the brands of Dazhong will still be retained. However, "in terms of contract terms, there is no arrangement for Zhang Dazhong himself."
When Dazhong and Gome were still competitors, it was often a "personal strategy" in store location, but now it has become an obstacle in Gome’s integration plan.
In the North Third Ring Road, which is known as the "prime location" of home stores, Gome Pengrun Store and Dazhong Store are "shoulder to shoulder", and 200 meters away from the road is another store of Gome. Near Shuangjing Bridge, Gome has two storefronts in succession on the north side of the road, while the other side of the road is Dazhong Store. This situation exists in Wangjing and Chaoyang Road. In fact, due to the gradual slowdown of Dazhong’s development in Beijing, some stores have poor profitability or even losses.
"We will move some stores and close some stores." Wang Junzhou made it clear that in Beijing, Gome will adopt the strategy of double brands and double teams, and the brands of Dazhong will still be retained. While unifying logistics, warehousing, capital and system, we should realize differentiated management in marketing strategy and product structure.
"In terms of contract terms, there is no arrangement for Zhang Dazhong himself." When saying this sentence, Chen Xiao tried his best to make the language unambiguous. In other words, after cashing out, Zhang Dazhong will completely withdraw from the competition in the household appliance chain industry.
When Zhang Dazhong was confirmed not to appear in Gome’s management team, Song Hong, general manager of Dazhong Electric Appliances, became the focus. Since the news of the acquisition was exposed, Song Hong has been facing the interview with an evasive attitude when answering reporters’ phone calls. It means that it is only responsible for operation in Dazhong, and other things are unclear.
On the afternoon of 16th, at the conference of "Overall Custody of Dazhong" held by Gome, Wang Junzhou made it clear that the existing employees of Dazhong would try their best to arrange their work according to their own wishes. For the senior team of Dazhong, suitable candidates will be selected from the existing management teams of Gome and Dazhong to form a new team. At present, Gome has sent the personnel department to large and medium-sized enterprises to talk to employees individually, and the new management team list will be announced within one week.
"We were born together 20 years ago, and we grew up together 20 years later." According to Wang Junzhou, Dazhong has conducted internal research, and more than 70% of employees believe that Gome is the first choice if Dazhong merges with its peers.
For Zhang Dazhong’s future plans, it is still a mystery at present. Because Zhang Dazhong’s mobile phone has been set up with call forwarding, the reporter has not been able to talk to him. According to the industry, Zhang Dazhong registered a new investment company before signing the contract, and switched to the real estate industry.
(Beijing News author Tian Cong Zhang Xiaorui)