Quasi 4 billion yuan! Wood forest acquisition of bright core photoelectric 100% stake in overseas markets

M.L.S. released today the restructuring plan, the company intends to price of 4 billion yuan to acquire mingsum photoelectric 100% stake, while the proposed supporting fund-raising not more than 1 billion 255 million yuan. The company's acquisition target is the overseas lighting solutions provider LEDVANCE, which mainly traditional light source, LED light source and so on. The company will conduct a global layout and expand overseas markets through the transaction.

Specifically, our core holds 100% quasi Ming Zhuo Rui photoelectric investment through the issuance of shares and cash to buy the stake in the core, harmony. Among them, intends to 28.53 yuan / share issue 96 million 249 thousand and 600 shares, shares of 2 billion 746 million yuan; cash consideration is not more than 1 billion 254 million yuan. At the same time, the company intends to no more than ten special investors, non-public offering of shares to raise matching funds of not more than 1 billion 255 million yuan, fund-raising will be used in Yiwu LED lighting applications products projects and pay the restructuring related costs.

According to disclosure, Ming core optoelectronics was established in July 2016. Among them, the harmony Ming core subscribed capital contribution of 399 thousand and 600 yuan, as the controlling shareholder, the shareholding ratio of 99.99%; Zhuo Rui investment subscribed capital contribution of 4 million yuan, the shareholding ratio of 0.1%. As of the date of disclosure plan, the core photoelectric yet the actual business, the total assets of about 153 million 500 thousand yuan, total equity of 152 million 700 thousand yuan, mainly for the core assets of Ming photoelectric indirectly holds a 100% stake in LEDVANCE Target Corp. Therefore, the company intends to acquire the actual object of overseas companies LEDVANCE. LEDVANCE for OSRAM lighting business to undertake the main body, located in the general lighting solutions, the main products include traditional light source, LED light source, its main competitors include the Holland Royal PHILPS company, Ge Corp, OPPLE lighting, FSL etc..

Announcements, for the acquisition of LEDVANCE, bright core photoelectric specially built in Luxemburg SPV (special purpose platform) architecture, set up a middle company. In accordance with the agreement on the purchase of shares abroad, the company shall transfer the freely available funds of the amount of 510 million euros to the bank account in the name of the above-mentioned intermediary company for payment of the delivery and related expenses of the transaction. Overseas delivery has been completed in Central Europe on March 3rd local time, LEDVANCE100% equity overseas delivery initial price of 485 million 700 thousand euros (about 3 billion 594 million yuan). For the difference, the price of the 4 billion yuan trading price of the company said, due to the valuation of the subject, the assets to be purchased for mingsum photoelectric 100% stake, overseas equity delivery is completed, LEDVANCE will become the core of Ming optoelectronics company, in addition to holding LEDVANCE100% mingsum photoelectric equity, there may be money and other assets. The differences between the two valuation.

The related simulation report shows that LEDVANCE in fiscal year 2014, fiscal year 2015, October 2015 to the end of June 2016, July 2016 to the end of December 2016, respectively, to achieve the main business income of 2 billion 162 million euros, 2 billion 174 million euros, 1 billion 619 million euros, 1 billion 25 million euros. It is reported that, affected by the technological trends in the industry, LEDVANCE revenue structure is gradually changing. Among them, the traditional light source business revenue fell from 1 billion 684 million euros in fiscal 2014 to 1 billion 598 million euros in 2015; LED light source business grew rapidly; revenue in fiscal 2015 was 436 million euros, an increase of 38.65%. LEDVANCE expects its LED business to maintain rapid growth.

M.L.S. said, because the company's main business and LEDVANCE are involved in lighting equipment and solutions, after the completion of this transaction, the two sides will complement each other in the sales channels, operating costs, technology development and management experience, will play a synergistic effect of OSRAM high-end brand "and" wood Linsen "manufacturing cost advantages of combining. At the same time, the transaction will become an important measure of the company's global layout.

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