Baiao Chemical (603360) announced on the evening of November 5 that it would terminate the acquisition of 100% equity of Dalian Huiyuxin. As the core asset of this transaction is located in the United States, due to the impact of the epidemic, the due diligence work has been slow and the progress has not met expectations. The company and the counterparty believe that it will take a long time to continue to advance the major asset reorganization plan at this stage and the uncertainty is greater, and the two parties intend to terminate the major asset reorganization. The company will consider restarting this reorganization when the time is ripe and all conditions are met.
Looking back, on the evening of July 19 this year, Baiao Chemical issued an announcement that the company intends to purchase 100% equity of Dalian Huiyuxin held by Hesheng Group in cash. After the completion of this transaction, Dalian Huiyuxin will become a wholly-owned subsidiary of the listed company. Dalian Huiyuxin holds 100% equity of American Huiyuxin, and American Huiyuxin holds 100% equity of Clearon.
Both Dalian Huiyuxin and American Huiyuxin have no actual business operations. Clearon is mainly engaged in the R&D, production and sales of organochlorine preparation products for disinfection and sterilization.
At that time, Baiao Chemical stated in the announcement that this transaction will give full play to the synergies between the company and Clearon in terms of business, finance, and management, and will help the company share Clearon’s mature customers, logistics and warehousing resources in the United States. It will help broaden the company’s sales channels in the United States, help the company realize the downstream extension of the industrial chain, and increase the sales and gross profit margins of existing industrial biocide series products; at the same time, the company’s mature procurement and sales channel resources in China will also Empower Clearon to enter the Chinese market quickly, thereby comprehensively improving the company’s profitability.
In addition, Clearon has a good reputation and stable customer resources in the United States. Baiao Chemical will increase its overseas market expansion through Clearon. The CMIT series of isothiazolinone industrial fungicides have been sold in the U.S. market through Clearon. , In the future, we will further open up the North American market and further promote the international operation of Baiao Chemical.
At the same time, other products of Bai Ao Chemical will also use Clearon’s mature sales channels in the United States for market promotion, use Clearon’s resource advantages to accelerate the opening of the North American market, and enhance the company’s brand awareness in North America and the global market.
In addition, the Chinese market is one of the main demand markets for disinfection and sterilization products. In the future, there will also be greater market demand for high-end leisure and entertainment water treatment products and home care disinfection and sterilization products. Bion Chemical is optimistic about the future business expansion of Clearon products in China. And the application prospects of cooperation with domestic brands to promote, hope to introduce Clearon products into the domestic market and develop consumer-grade product brands in the Chinese market with the help of its long-standing brand advantages and long-term accumulated technological advantages.
In response to the acquisition planned by Beau Chemical, the Shanghai Stock Exchange issued an inquiry letter to Beau Chemical on July 29. In the inquiry letter, the Shanghai Stock Exchange requested Perio Chemical to supplement the historical evolution of Dalian Huiyuxin, U.S. Huiyuxin and Clearon, and explain the reasons and rationality of setting up a multi-layer shareholding platform structure; and evaluate the pricing situation based on the previous acquisition. , Comparable transaction cases, etc., estimate the range of the price of the transaction, and explain the reasonableness of the price; combine the payment ability of the listed company, and explain whether the cash payment has an adverse impact on the production and operation of the listed company; combine the performance commitment and compensation related arrangements , The counterparty’s ability to perform, etc., explain whether the payment terms of the transaction are sufficient to protect the interests of the listed company and other related issues.
Originally, the Shanghai Stock Exchange required Bai Ao Chemical to respond in writing to the inquiry letter within 5 trading days. However, Bai Ao Chemical’s response to the inquiry letter from the Shanghai Stock Exchange has been repeatedly delayed. From August 5 to present, Baiao Chemical has successively issued 12 announcements on the postponement of reply to the inquiry letter of the Shanghai Stock Exchange.
In view of this, the outside world has already begun to speculate that Baiao Chemical’s acquisition of 100% equity in Dalian Huiyuxin may have large variables.
Sure enough, on the evening of November 5th, the news of the termination of the acquisition of 100% equity of Dalian Huiyuxin by Baiao Chemical was ushered in. Baiao Chemical stated that since planning this major asset restructuring, the company has actively organized relevant parties to repeatedly communicate and prudently demonstrate the issues involved in this major asset restructuring; however, because the core asset of this transaction is located in the United States, it is affected by the epidemic. , The related due diligence work progressed slowly and the progress fell short of expectations. Based on the above reasons, after careful research and analysis, the company and the counterparty believe that the current major asset restructuring plan is longer and more uncertain. In order to effectively protect the interests of the company and all shareholders, the two parties intend to terminate the major assets. Reorganization matters. The company will consider restarting the reorganization when the time is ripe and all conditions are met.
When talking about the impact of the termination of this major asset reorganization on the company, Baiao Chemical stated that the termination of this major asset reorganization does not constitute a breach of contract by either party. The company and the counterparty have no breach of contract under this transaction agreement. After the termination of this transaction agreement, the parties shall not bear each other’s liability for breach of contract. The termination of this major asset reorganization will not have a major adverse impact on the company’s current production and operation activities.Return to Sohu to see more
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