According to the listing information, the transferee of Shuanghui Group's equity transfer must meet four conditions: foreign capital with assets exceeding 50 billion yuan, unchanged financial investors and management team, and local taxes. In addition, Shuanghui Group stipulates that the intended transferee or its related parties shall not directly or indirectly engage in the slaughtering of pigs, cattle, chickens and sheep and related industries in China, nor shall they be the major shareholders of such enterprises. After learning the news, JPMorgan Chase, American International Group, Singapore Temasek, Goldman Sachs and other international capitals launched a fierce competition for Shuanghui's equity. Judging from the conditions of the transferee, JPMorgan Chase is most likely to win. Compared with JPMorgan Chase, who was well prepared, entering Goldman Sachs later did not win much. Because Goldman Sachs does not meet the requirements of Shuanghui transferee in some aspects: First, in 2005, Goldman Sachs underwritten the IPO of Nanjing Yurun, Shuanghui's biggest competitor, held 0/3% shares in Yurun/KLOC, and stationed a non-executive director on Yurun's board of directors, which did not meet the bidding conditions. Second, Rotex Company in Hong Kong, which represents Goldman Sachs and Dinghui, actually does not meet the requirement of Shuanghui to manage assets of 50 billion yuan. But the final winner was Rotex, which was a bit unexpected. Goldman Sachs and Dinghui can finally win, and their operating strategies outside the bidding have played a crucial role. According to their understanding, the management team headed by Bandung has a considerable say in this equity transfer. To this end, Goldman Sachs and CDH have targeted Yuhai Investment, the second largest shareholder of Shuanghui Development. There are several Shuanghui executives among the shareholders of Yuhai Investment Company, which holds a 25% stake in Shuanghui Development. On April 24, 2006, Shuanghui Development suddenly issued an announcement, announcing that Yuhai Investment decided to transfer all the shares of Shuanghui Development. As a result, other bidders are in a dilemma. On the other hand, Goldman Sachs kept raising the purchase price, and finally JPMorgan Chase, who bid12 ~1500 million yuan, lost. On May 6, 2006, Yuhai Investment, the second largest shareholder of Shuanghui Development, signed an agreement with Hong Kong Rotex Co., Ltd., and Yuhai Investment transferred all its 654.38 billion shares of Shuanghui Development (accounting for 25% of the total share capital) to Rotex, with a total transfer price of 562 million yuan. At this point, Rotex, a subsidiary of Goldman Sachs, acquired 65,438+000% equity of Shuanghui Group and 60.765,438+05% absolute controlling position of Shuanghui Development, a listed company, for 2.572 billion yuan * *. According to the relevant provisions of the Measures for the Administration of Acquisition of Listed Companies, the obligation of comprehensive tender offer was triggered. On June 1 day, 2006, Rotex made a comprehensive tender offer at the price of 18 yuan per share, and Shuanghui was suspended from trading. Bandung, chairman of Shuanghui, the key figure, is undoubtedly the most striking figure in this transaction. It is rumored that the "main driving force" of Shuanghui's property rights change comes from Shuanghui's executives, especially Bandung, which is known as Shuanghui's "godfather". As we all know, Shuanghui Group is a state-owned enterprise, but its rise was made by executives headed by Chairman Bandung, who have absolute right to speak in the company. During the two equity transfers, management headed by Bandung can be seen in many places. Before the property right transaction, Shuanghui made it clear that the transferee must have a foreign investment background, and shut out domestic enterprises, which caused a debate in the media about "retreating from foreign countries and advancing into foreign countries". It is reported that Ning, the head of COFCO, had exchanged views with Bandung on the acquisition, but was sternly rejected by the latter. Followed by Yu Hai Investment, the transfer of Shuanghui Development shares is inextricably linked with the management. According to the investigation, several of Yu Hai 16 natural person shareholders are the management of Shuanghui Group. To sum up, Shuanghui's equity transfer is likely to be "impure motivation" and a curve MBO. Since the actual acquirer is Rotex, a private equity fund, it is difficult to investigate the shareholder status behind it, and the possibility that the management headed by Bandung holds shares in it cannot be ruled out. As a financial investor, Goldman Sachs will inevitably withdraw when the time is ripe. At that time, if interested people increase their holdings, it will be easy to embrace the development of Shuanghui. Comments Shuanghui Group has more than 60 state-owned wholly-owned, holding and shareholding subsidiaries at home and abroad. It is the largest meat processing enterprise in Asia and has also entered the top 40 meat processing industries in the world. Since it is the leader in the domestic meat processing industry and the leader in the same industry abroad, and its performance is stable, why does Shuanghui Group want to sell itself? There are two reasons: the contradiction between self-development and fund shortage; The competition in the domestic market is increasingly fierce, and it is urgent to go abroad. In the view of Bandung, the head of Shuanghui, the most convenient way to ensure that the brand "Shuanghui" will not be annexed and Shuanghui will continue to develop is to introduce internationally renowned investment banks, and with their excellent management experience and strong capital support, make use of international and domestic resources and markets to accelerate international development and realize the long-term development goal of Shuanghui to occupy the market and go international. Goldman Sachs' entry into Shuanghui not only "helped Shuanghui to clarify the property rights system and open up the financing channels in the international capital market", but also greatly enhanced Shuanghui's "distribution system, management level, core competitiveness, staff quality, brand's international popularity and international influence". In terms of specific means of capital operation, Goldman Sachs and CDH jointly successfully repelled the hot spots, mainly because they realized the special position of the management team in China's state-owned enterprises and made a strong attack to win the investment in Shanghai. This is the winner of this transaction.