Securities watchdog not intervening in Vanke spat
China's largest residential real estate builder Vanke is facing a takeover fight as Vanke Chairman Wang Shi called its largest shareholder "barbarians" and said they "lack credibility."
By owning more than 22 percent of Vanke, Shenzhen-based Baoneng Group has replaced China Resources Company as Vanke's largest shareholder, which Vanke's executives oppose.
Vanke does not welcome Baoneng as its largest shareholder after it heavily bought Vanke shares, Yu Liang, Vanke CEO, was quoted as saying in a post published Saturday by Wang in his Sina Weibo account.
Yu said in his post that in the 1980s, hostile takeovers in the US involving leveraged buyouts had jeopardized investors' interests.
Vanke is facing the same situation today, and "the company has to disclose potential risks to related parties including insured financial institutions as well as investors," Yu said.
Vanke is the world's largest listed property company by market value. It went public in 1991, among the country's first listed companies.
Baoneng and its affiliates held about 2.48 billion shares of Vanke as of Friday, representing about 22.45 percent of the company's total capital, according to news portal business.sohu.com.
'Legitimate' purchase
Vanke suspended the trading of its shares on the Hong Kong stock exchange due to company capital restructuring issues on Friday. Meanwhile, Vanke's share price on the Shenzhen bourse surged about 10 percent Friday and closed at 24.43 yuan ($3.77).
The company halted trading in Shenzhen due to the same issues.
Wang also said in an internal meeting held Thursday that he does not welcome Baoneng, as it "doesn't have enough credit," the Xinhua News Agency reported Friday.
Besides, Baoneng is not capable of controlling Vanke, and its leveraged shares-buying activities come with huge potential risks. Also, China Resources, Vanke's previous largest shareholder, has been playing an important role in Vanke's corporate strategies, Wang allegedly said in the meeting.
As part of its investments, Baoneng legitimately purchased Vanke shares, which should not be considered as a "hostile takeover attempt," Song Ding, a Shenzhen-based market analyst at the China Development Institute, told the Global Times Sunday.
"Wang's and Yu's claim that Baoneng 'lacks credibility' is groundless," Song said.
Also, the China Securities Regulatory Commission said Friday that it would not intervene, which shows Baoneng's moves are lawful, Song noted.
Media reports said that Vanke is highly likely to adopt a "poison pill" strategy, which will make the company's stock less attractive, to discourage hostile takeovers, according to Beijing-based financial news website ce.cn. However, following the strategy, the company's share price would largely tumble, "which would jeopardize individual investors' interests," Song said, noting that the plan would not be practical under the company's current corporate structure.
Gathering support
Another way to win this equity battle is to gain the support of other shareholders, Zeng Shengmin, Guangzhou-based assets manager, told the Global Times Sunday.
"Once Vanke executives decide to issue additional new shares, they have to get board approval, in which the largest shareholder plays a vital role," Zeng said.
Wechat media Biz-Leader said on Sunday that Wang had persuaded China National Cereals, Oils and Foodstuffs Corporation (COFCO) to provide 20 billion yuan as "ammunition" in the showdown, but COFCO Chairman Ning Gaoning denied the report to Tencent Finance late Sunday.
COFCO and Vanke reportedly jointly own a real estate firm.
Besides Baoneng and its affiliates, China Resources owns 15.23 percent and Vanke's executives own 4.14 percent, according to the financial news website laohucaijing.com. Meanwhile, Anbang Insurance Group holds 5 percent, and public equity funds own about 4.42 percent.
"It's important to see whether Vanke would be backed by the rest of the company's shareholders this week," Zeng noted.
Individual investors said they are concerned about Vanke's attempts to issue additional new shares, which would affect the current share price, according to financial portal eastmoney.com.
Its closing share price of 24.43 yuan is the highest in five years.
Also, Baoneng may think Vanke's shares are undervalued and "remains bullish on its intrinsic value, which explains why the company spent so much buying Vanke shares," Zeng said.
Vanke will disclose its capital restructuring issues by January 18, 2016, according to a regulatory filing the company published Sunday night.
