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 Demand for HK Company's Assets Puzzles Analysts； 北京插手電盈爭奪戰升溫 |
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gui
头衔: 海归上校
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加入时间: 2006/05/16
文章: 136
海归分: 62314
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作者：gui 在 谈股论金 发贴, 来自【海归网】 http://www.haiguinet.com
[转载注] 附上两篇有关HK PCCW - ”电讯盈科“收购案的文章。一篇是 NY Times文章。事态发展会很有意思。这不光因为电讯业本身的重要地位，更涉及到 HK的特殊地位，大陆 Netcom的官方背景，以及大陆对海外收购敏感行业公司的谨慎。其实，对设计国家利益的行业的收购的严格审查，各国都一样。
By New York Times
June 22, 2006
Demand for Hong Kong Company's Assets Puzzles Analysts
By DAVID BARBOZA
SHANGHAI, June 22 — The bidding war over the assets of PCCW, Hong Kong's biggest telecommunications company, is looking stranger every day.
After the technology-stock bubble burst in 2001, no one wanted PCCW. The company's share price collapsed, wiping out billions of dollars in value and turning what had been one the biggest corporate takeovers ever in Asia, the company's $28 billion acquisition of Cable & Wireless HKT in 2000, into a penny stock.
But now, for reasons that mystify even the analysts who closely follow the telecommunications industry in Asia, everyone wants to acquire PCCW's main assets.
First, Macquarie Bank of Australia made an unsolicited bid for the company's Hong Kong telephone business and other assets last Friday. That was followed on Tuesday by a counterbid from TPG-Newbridge, an affiliate of the Texas Pacific Group private equity firm in the United States, that some insiders say was as high as $7 billion.
Now, people with direct knowledge of the negotiations say that several other private equity firms are circling PCCW as well, and are preparing their own counterbids, creating the possibility of a Hong Kong-style corporate takeover battle.
Trading in PCCW shares, which closed at 4.80 Hong Kong dollars (about 60 American cents) on Friday, was suspended starting on Monday. Trading briefly resumed today, and the price rose by 10 percent, before being suspended again.
And while the company's value would seem to be rising every day because of the new interest in the company, its second largest shareholder, the China Networking Communications Group, is apparently not so happy.
China Netcom, the second largest fixed-line telephone company in mainland China, paid about $1 billion for a 20-percent stake in PCCW in early 2005, and evidently is annoyed at the prospect of its assets being sold to some other company. "The possible buyout might cause serious uncertanties to PCCW," China Netcom said in a statement, adding: "We don't want to see PCCW, which is owned and run by Hong Kong people, have any change in itself or its major assets."
People involved in the bidding process for PCCW assets say China Netcom is in a difficult position. If the company does nothing, it risks losing its stake in some of Hong Kong's most important telecommunications facilities.
But if it joins the bidding, the move could be seen as a hostile intrusion by a Chinese government-backed company in Hong Kong, which still operates largely independently of the rest of China, eight years after Britain relinquished its former colony.
"There are a lot of tricky terms in their agreement," said Judy Zhang, an analyst at Sun Hung Kai Financial Services in Hong Kong. "If you don't have core assets, PCCW has nothing. And the relationship between PCCW and China Netcom is important. They've been doing a lot of work together."
In its staement this week, however, China Netcom did not signal that it would make a bid. Rather, the company said it "doesn't have any plan to increase or sell our shares of PCCW."
Making the story particularly intriguing is the man at the center of the bidding war: Richard Li, the chairman of PCCW and the son of the Hong Kong billionaire Li Ka Shing, one of the richest men in Asia.
Mr. Li, 39, founded PCCW and made the blockbuster deal in 2000 to acquire Cable & Wireless HKT, the dominant fixed-line telephone company in Hong Kong, formerly known as Hong Kong Telecom. He promised to transform the company into an internet and media giant.
But the company was badly hurt when investors fled from telecommunications and internet stocks. Analysts also say that PCCW has been poorly managed since then.
And while PCCW's main assets are still considered very attractive, the company as a whole has plummeted in market capitalization in recent years and is now valued by investors at only about $4.5 billion.
Still, for some reason, the company's key assets are being pursued by foreign companies offering premium prices. Why would PCCW decide to pull its most important assets out of the company and sell them to an outside bidder?
Some experts say the reason is an agreement signed in 2005 between PCCW and China Netcom which forbids the sale of PCCW without the approval of China Netcom. . There is some disagreement about whether the agreement also gives China Netcom a veto over asset sales; PCCW issued a statement today suggesting that it could go ahead with a sale without China Netcom's approval.
Even if there is no contractual bar, though, analysts said today that a sale over China Netcom's objections could be seen as a slap at China Netcom and the Chinese government, which could pose problems for Mr. Li in his future dealings and investments in mainland China. Mr. Li owns 20.8 percent of PCCW.
Another intriguing element is the role of TPG-Newbridge, which has been negotiating for months to acquire a sizeable stake in Mr. Li's Singapore-listed company, Pacific Century Regional Developments, which has a controlling stake in PCCW.
TPG-Newbridge is one of Asia's largest private equity firms, and has taken stakes in Lenovo and other Asian technology companies. It was hoping to take Pacific Century private and revamp PCCW's telecommunications assets.
Now, that deal is in jeaopardy. And as part of that deal earlier this year, Newbridge considered selling some shares of PCCW to China Netcom, which would have made China Netcom the biggest shareholder in PCCW.
Analysts come back to one question: Will the Chinese government allow a foreign buyer to take over the main Hong Kong telephone system? Some experts say no.
"This is going to be a very interesting development," says Jack J. T. Huang, the Asia chairman of the Jones Day law firm. "Richard Li has been trying to get some value out of this for a long time. But the Chinese government and the Chinese companies eye these as proprietary — they just have to have it. My guess is, in the end, the Chinese will win. There's just no way this can be given to a foreign company."
北京插手 電盈爭奪戰升溫
李澤楷執意賣資產 傳中聯辦不滿交易「越軌」 恐提升至政治層次
【世界日报香港訊】電盈第二大股東網通集團明確反對出售資產，電盈經研究法律意見後，堅持毋須網通的同意下，仍可以出售資產，顯然是企硬，然而，中央經已插手，兩公司在出售資產的爭拗上層次已升溫。
電盈21日再次發出聲明，證實澳洲麥格理及美資的新橋基金正尋求收購該集團的有關資產，並指出基於股東利益，電盈繼續就收購尋求獨立財務意見，反映電盈兩大股東李澤楷的盈拓及網通對立升級。
網通集團繼20日晚表示「不願意看到由港人擁有的電盈及其主要資產的狀況發生任何改變」後，網通集團於北京的發言人21日再強調「作為主導企業，管理層不能只從商業利益角度出發，亦要顧及社會發展及向員工負責」。
而香港電訊資產是否應由外資持有，則應該學習基本法，有關言論被提升至政治及社會責任的層次，網通集團董事長張春江21日到中南海開會，未悉是否與今次事件有關。接近中聯辦的消息人士亦指出有關交易「越軌」，中方明顯不滿交易。
按電盈發出的通告指出，收購建議只涉電訊與媒體的資產及員工的轉讓，不涉電盈股權，並強調電盈售資產會先諮詢（並非徵得對方同意）網通董事代表意見，及按港交所規定向股東發出通函，但通告對網通近日的激烈反對卻隻字未提。
其實在電盈發出通告前，澳洲麥格理已在澳洲交易所發出聲明，證實集團為首的財團正就可能收購電盈電訊及媒體資產，進行初步商討，並指有關交易能否落實仍言之尚早，顯示麥格理並未因網通的反對而退縮，而新橋加入競購則相信與他們尋求私有化新加坡盈拓有關。
接近交易的消息指出，麥格理及新橋收購價均近六百億港元（不連債務），麥格理今次是以現金加票據方式提購，新橋則以更為吸引的全現金方式收購。
電盈未因網通反對而放棄考慮售電訊及媒體資產，據了解是電盈曾諮詢英國御用大律師的意見，認為將香港的電話機樓及相關網絡資產出售，不涉香港電話及now寬頻電視投票權，故認為交易不應受到網通，對出售該兩項資產投票權限制的影響。
據了解，若成功售出資產，電盈有意在減除約210億元債項後，便派發特別股息，又或將電盈私有化。假設電盈選用前者方案，會將餘下所有資金以特別股息派發，每位電盈股東將可收取四至五元的特別股息。
有分析員指出，以六百億元出價計，相當於每股電盈值7.13元，較網通去年入股電盈時的每股作價5.9元計，有約兩成溢價。
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作者：gui 在 谈股论金 发贴, 来自【海归网】 http://www.haiguinet.com
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 Demand for HK Company's Assets Puzzles Analysts； 北京插手電盈爭奪戰升溫 -- gui - (7591 Byte) 2006-6-23 周五, 10:29 (972 reads)
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