On March 10, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) , Shenzhen Roadrover Technology Co.Ltd(002813) issued announcements to further acquire Shenzhen Roadrover Technology Co.Ltd(002813) shares.
The market sighed: I didn’t expect that there would be a big deal after a big deal so soon!
Specifically, shortly after the acquisition of 29.99% equity of Shenzhen Roadrover Technology Co.Ltd(002813) was completed, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) lightning launched further actions to make some offers to Shenzhen Roadrover Technology Co.Ltd(002813) shareholders other than Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) and the number of shares to be acquired by offer is 28.596 million, accounting for 23.83% of the total share capital of Shenzhen Roadrover Technology Co.Ltd(002813) and the price of the offer is 21.67 yuan / share.
The global construction machinery market is regarded as a trillion level track. At present, the construction machinery industry is aiming at the transformation of electrification, intelligence and digitization. And Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) this lightning “a eat a” will undoubtedly greatly promote this strategic process.
lightning tender offer
According to the announcement, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) issued the summary of tender offer report to Shenzhen Roadrover Technology Co.Ltd(002813) on March 10, providing a brief information of the company’s tender offer of Shenzhen Roadrover Technology Co.Ltd(002813) .
Before the tender offer, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) became the controlling shareholder of Shenzhen Roadrover Technology Co.Ltd(002813) according to the share transfer agreement signed with Guo Xiumei and Zhu Shucheng (the spouse of Ms. Guo Xiumei) and the commitment on waiver of voting rights of Shenzhen Roadrover Technology Co.Ltd(002813) issued by Guo Xiumei on February 23.
Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) recently said that it plans to increase the shareholding ratio of Shenzhen Roadrover Technology Co.Ltd(002813) through this tender offer to further consolidate its control over Shenzhen Roadrover Technology Co.Ltd(002813) Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will make full use of its own operation and management experience to further optimize the governance structure of Shenzhen Roadrover Technology Co.Ltd(002813) legal person, improve the operation and management efficiency of Shenzhen Roadrover Technology Co.Ltd(002813) and promote the sustainable and stable development of Shenzhen Roadrover Technology Co.Ltd(002813) company.
It is worth noting that this tender offer is an active offer and does not fulfill the legal tender offer obligation.
Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) said that the purpose of this tender offer is not to terminate Shenzhen Roadrover Technology Co.Ltd(002813) ‘s listing status. If the equity distribution of Shenzhen Roadrover Technology Co.Ltd(002813) does not meet the listing conditions after the tender offer is completed, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) as the controlling shareholder of Shenzhen Roadrover Technology Co.Ltd(002813) will coordinate with other shareholders to jointly put forward and implement a plan to solve the equity distribution problem, so as to maintain the listing status of Shenzhen Roadrover Technology Co.Ltd(002813) .
Based on the premise that the price of this offer is 21.67 yuan / share and the number of shares to be acquired by offer is 28.596 million shares, the maximum total capital required for this offer is about 619.7 million yuan.
According to the announcement, the quarterly report of March 2021 shows that Guo Xiumei holds Shenzhen Roadrover Technology Co.Ltd(002813) 6582% equity.
Not long ago, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) just completed the acquisition of Shenzhen Roadrover Technology Co.Ltd(002813) 2999% equity.
On February 24, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) received the confirmation of securities transfer registration issued by China Securities Depository and Clearing Co., Ltd., and the transfer registration procedures of the subject shares of relevant share transfer have been completed. Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) holds Shenzhen Roadrover Technology Co.Ltd(002813) 2999% of the shares; Guo Xiumei’s commitment to give up the voting rights of the remaining shares shall take effect from the date when the subject shares are transferred to Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) .
So far, the transfer registration of Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) acquiring 29.99% shares of Shenzhen Roadrover Technology Co.Ltd(002813) has been completed, and Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) has become the controlling shareholder of Shenzhen Roadrover Technology Co.Ltd(002813) .
It is worth noting that the transfer price of Shenzhen Roadrover Technology Co.Ltd(002813) 2999% shares is consistent with the acquisition price of this part of the offer, both of which are 21.67 yuan / share.
During the aforesaid acquisition, the parties confirm that if the transferee intends to further increase its shares in the target company through partial tender offer after the transfer of the subject shares is completed, the transferee has the right to formulate and implement corresponding tender offer arrangements according to the situation at that time, The acceptor will actively provide support and cooperation according to the requirements of the transferee (including but not limited to urging the board of directors of the target company to issue a report to all shareholders on the tender offer, voting in favor of the proposal at the board of directors of the target company, accepting the offer invitation sent by the transferee, etc.), To ensure that the proportion of shares of the target company held by the transferee after the completion of the tender offer is not less than 48.82%.
aiming at electric, intelligent and digital transformation
According to the announcement, Shenzhen Roadrover Technology Co.Ltd(002813) is mainly engaged in the development, production, sales and service of products related to automobile informatization, intellectualization and intelligent travel. The main products are intelligent cockpit, intelligent cockpit, intelligent assisted driving and vehicle networking related products; At the same time, Shenzhen Roadrover Technology Co.Ltd(002813) subsidiary also invested in the research and development of intelligent driving and driverless solutions, intelligent travel solutions and other products, and invested in and carried out the business of ultra-fine powder of metallurgical waste residue.
Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) previously said that through this transaction, the company became the controlling shareholder of Shenzhen Roadrover Technology Co.Ltd(002813) , which will help give play to the business synergy between the company and Shenzhen Roadrover Technology Co.Ltd(002813) in the future and improve the business expansion ability and competitive strength of both parties to the transaction.
It is understood that electrification, intelligence and digitization are becoming the “highland” for the construction machinery industry.
In the 2021 semi annual report, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) said that the construction machinery industry is accelerating its transformation to automation, digitization and intelligence. Entering the era of intelligent interconnection, new technologies represented by 5g, big data and industrial Internet are changing with each passing day, fully enabling the digital and intelligent development of construction machinery. At the same time, the weakening of China’s demographic dividend, the large-scale modern construction projects, increasingly stringent environmental protection requirements, and customers’ demands for the improvement of product value require the industry to accelerate the transformation and upgrading to automation, digitization and intelligence.
Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) also said in his new year’s dedication to 2022 that looking forward to 2022, Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) will continue to revitalize the enterprise with technological innovation, pay close attention to the research and development of key core technologies and major technological innovation, integrate the “double carbon” strategy into the overall development of the enterprise, and continue to promote green technology, green products and green manufacturing; At the same time, efforts will be made to promote the implementation of intelligent manufacturing planning, and promote the construction of Zoomlion smart industry city project with high standards, high quality and high efficiency. Continue to promote the application and upgrading of industrial Internet, accelerate the formation of a new ecosystem of digital products, digital manufacturing and digital economy, and release massive digital dividends.
