Reporter of the Economic Business: Cheng Ya Reporter of the Economic Business Business: Dong Xingsheng
On the evening of October 20, CIMC Group (SZ000039, stock price 7.36 yuan, market value 39.69 billion yuan) issued an announcement stating that it must pay US$85 million to A.P. Mueller-Maersk Group (hereinafter referred to as "APMM").
Previously, CIMC Group announced that it plans to acquire 100% equity , a subsidiary of APMM. However, since the transaction prerequisites agreed in the "Equity Purchase Agreement" cannot be met, on August 25, 2022, the two parties decided to terminate the transaction
Picture source: CIMC Group official website
There is huge uncertainty in the concentration review of operators
On September 27, 2021, after deliberation by the board of directors, CIMC Group plans to spend US$1.084 billion to purchase 100% of the equity of MCI under APMM. MCI includes two entity companies, namely Denmark Maersk Industrial Co., Ltd. and Qingdao Maersk Container Industry Co., Ltd. .
Maersk Group official account shows that MCI was founded in 1991 and has been a part of A.P. Mueller-Maersk's business for more than 30 years. It is currently focusing on cold box manufacturing. Its headquarters is in Denmark, with R&D and testing engineering facilities in Denmark, produces refrigerated containers and Star Cool cold star chillers in Qingdao, China, and has a global network of more than 400 service providers.
According to the previous announcement, when the transaction is completed, MCI's 2,300 employees will become employees of CIMC. The acquisition is expected to be completed in 2022 or earlier.
At that time, CIMC Group was very optimistic about this transaction. CIMC Chairman and CEO Mai Boliang said: "By utilizing technology and innovation, we hope to create a new growth platform in the cold chain business. Maersk container industry has outstanding performance. I am very much looking forward to the company's participation, and I firmly believe that by combining the company's talents and technology with CIMC global refrigerated equipment business, we will become an important partner of our customers and jointly create an exciting future."
However, on August 25, CIMC Group issued an announcement stating that after the signing of the "Equity Purchase Agreement", both parties actively promoted the implementation of the project. However, despite the best efforts of both parties, the current transaction prerequisites agreed in the Equity Purchase Agreement may not be met due to the huge uncertainty of the audit of operator concentration. Therefore, after comprehensive and prudent assessment, both parties decided to terminate the transaction.
CIMC Group also said that it is actively negotiating and communicating with APMM to terminate the compensation obligations arising from this exchange and to assess its financial impact on the company.
needs to pay a settlement fee of US$85 million. Although the transaction has been terminated, the contract that has been signed still needs to be recovered. Now, the results of the negotiation have finally been released and the two parties have reached a settlement, but the settlement fee that CIMC Group needs to pay is not a small number.
On October 19, CIMC Group and APMM signed a "Settlement Agreement". According to the provisions of the above-mentioned relevant agreements, the listed company must pay US$85 million to APMM, and the two parties terminate all rights and obligations under the "Equity Purchase Agreement" except for the confidentiality clause. CIMC Group must pay to APMM within 25 business days from the date of signing of the "Conciliation Agreement".
CIMC Group stated that the termination of this transaction will not have a significant adverse impact on the Group's main business operations, and the settlement fee will be recorded in non-recurring gains and losses for this year . In the future, the Group will continue to be committed to the development of cold chain business, expand the Group's revenue sources, and further increase the value of shareholders.
Maersk, according to a press release on its official website, the two parties agreed to terminate the agreement because major regulatory challenges hinder the completion of the transaction.
Maersk Chief Financial Officer Patrick Jany said: "Unfortunately, despite all the efforts made by all parties involved, the transaction will not happen. Throughout the process, MCI performed very well due to the dedication of all employees. In the foreseeable future, Maersk will continue to proudly own MCI, and we will now evaluate the best structural settings for MCI to ensure the long-term development of the business."
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