Zakaj bi proizvajalec peroksida kupil Govorečega mačka za milijardo dolarjev?

Ozadje nakupa podjetja Outfit7, ki producira legendarnega Talking Toma in ki sta ga zakonca Login za 1 milijardo dolarjev prodala neznanemu kitajskemu proizvajalcu peroksida (Zhejiang Jinke Peroxide Co.), je bolj prozaično, kot bi kdo pomislil. Prazavprav banalno. Je podobno ozadju zadnjih številnih nakupov zahodnih filmskih studijev in proizvajalcev igric s strani neznanih kitajskih kemičnih proizvajalcev, rudnikov, proizvajalcev izdelkov iz piščančjega mesa ali operaterjev rečne plovbe. Večinoma gre za primere, kjer je denarni tok prevzemnika tudi 20-krat manjši od prevzemne cene (kot v primeru Outfit7).

Vsem je skupno, da ne gre za iskanje nikakršnih poslovnih sinergij. Nasprotno. Skupno jim je to, da prevzemnik želi “kupiti dobičke” tarče. Delnice kitajskih podjetij so nekaj- ali celo nekajdeset-kratno precenjene, zato si lahko privoščijo drage prevzeme tarč, ki imajo perspektivo ustvarjanja dobička, s čimer prevzemniki okrepijo lastne dobičke in tako na borzi poskušajo vzdrževati ali poganjati svojo kotacijo. Loginova bi lahko počela karkoli, lahko bi vodila pogrebno podjetje – če bi le bilo globalno uspešno, da bi pritegnilo interes katerega izmed kitajskih industrijskih “kupcev dobičkov”, da bi se ga splačalo prevzeti. Temu kitajskemu prevzemnemu valu iz obupa ali pohlepa je skupno še to, da so finančne sheme prevzemov izjemno zapletene že zaradi kitajske restriktivne zakonodaje, hkrati pa skrajno dubiozne in negotove. Kitajska verzija izrojenega finančnega inženiringa, Ponzijeva shema, kjer vsi poskušajo zaslužiti, tako da bi eden drugega za lase vlekli iz močvirja.

Spodaj je nekaj izsekov iz odličnega vpogleda, objavljenega v Bloombergu.

Even by the opaque standards of Chinese mergers and acquisitions, the deal was a head-scratcher. It’s hard to see the synergies between a maker of chemical solvents and a digital cat perched over a toilet. And curiously, the buyer, which had recently been renamed Zhejiang Jinke Entertainment Culture Co., had revenue of only $133 million in 2016, according to Bloomberg data pulled from regulatory filings, and its gross profit was $55 million. Jinke won’t say where the money to buy Outfit7 came from.

Talking Tom is not alone. There’s been a recent flurry of oddball pairings between Chinese industrial interests and Western entertainment companies. A real estate magnate in Beijing bought Legendary Entertainment, the movie studio that made the Dark Knight trilogy, for $3.5 billion. A maker of construction materials bought Framestore, the company behind the special effects in the Harry Potter films. Zhejiang Dragon Pipe Manufacturing Co. acquired app developer Entertainment Game Labs. And perhaps strangest of all, Digital Extremes Ltd., which created an alien battle game, and the studio Splash Damage Ltd., which made an offshoot of the Xbox hit Gears of War, were bought by an enormous Chinese poultry processor.

According to CODE Advisors LLC, an investment bank that specializes in media and technology deals, 70 percent of all acquisitions of game companies since 2015 have been by Chinese buyers.

The deal activity can best be understood as a consequence of quirks in the Chinese stock market. In China, industrial companies trade at valuations they’d never receive elsewhere in the world. Affan Butt, an investment banker who helped facilitate the sale of Jagex, says some may trade at as much as 100 times their annual earnings—more than four times the multiple of General Electric Co. This means they can acquire companies at what is effectively a discount. A target like Jagex is worth more once it’s part of a Chinese-listed company, allowing the acquirer to pay prices that appear bafflingly high to the rest of the world. Zhongji “saw that arbitrage opportunity,” Butt says.

There’s no small amount of financial engineering at play, say bankers and lawyers involved in the purchases. Chinese companies are betting that by adding game studios that have better margins than a stodgy industrial business, their stock price will rise. Regulators and investors in China focus almost exclusively on a company’s bottom line. In Shanghai, a company must show three years of profitable operations before listing. And once a stock is trading, it suffers if a company doesn’t have new sources of profit. With games, Butt says, “you can buy profit.”

On the other hand, it’s not so easy. In China, a mining company, for example, can’t just take the yuan from its balance sheet, exchange them for euros or dollars, and write a check for a video game company. The government tightly restricts the flow of money out of the country. To get a deal done, the miner has to set up a shell company and organize a group of investors who have access to yuan and foreign capital and will front the money. The mining company may agree to pay an interest rate of as much as 20 percent, Pan says, or give the lenders shares in its company at a discount, allowing them to profit when the stock rises after the acquisition is completed. Once the Chinese regulators sign off—no sure thing—the industrial company takes control of the game company and pays off the lender. If all goes according to plan, the stock rises and everybody makes money.

In these transactions, it’s hard to unpack where the money is coming from. The Logins’ Outfit7 was initially acquired by United Luck Group Holdings Ltd., a Virgin Islands-based company controlled by a publicity-shy Chinese real estate mogul, Ou Yaping. But four days after United Luck purchased Outfit7, it sent out another press release saying it was selling the game company to Zhejiang Jinke, the chemicals company. Forbes dug up a regulatory filing showing that Jinke had acquired a 10 percent stake in United Luck a few days earlier for the seemingly low price of $5,000.

A new twist has come in a recent pair of additional Jinke filings. In one, Jinke says the Outfit7 deal is still being finalized with the United Luck consortium, a sign it may not yet have government approval. (Possibly as a result, Jinke shares are down more than 27 percent since January.) In the second, Jinke says that, even though a deal hasn’t been completed, it created a subsidiary called Zhejiang Jinke Tom Cat Network Technology Co. that will share revenue and profit from Outfit7 with United Luck. A person involved in the transaction says the Outfit7 acquisition is being bankrolled by a group of Chinese individuals, banks, pension funds, and other investors, who may seek to sell the Talking Tom maker yet again after getting the business to grow in China.

A person familiar with Jinke’s strategy says the company has been expanding into tech areas like games that have better growth rates and stock valuations than the chemical industry; Outfit7 isn’t its only games acquisition. The person said Jinke partnered with United Luck on the Outfit7 deal because it’s based outside mainland China, making it easier to get a deal done. In an emailed statement, United Luck said it’s the “100 percent” owner of Outfit7 until a deal with Jinke is finalized.

Vir: Adam Satariano, Bloomberg

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