the IPO of the alibaba group, Beijing time on August 13, update the prospectus in the morning, disclosed by the board of directors of the alibaba, yahoo and softbank, small micro gold and so on, the parties reviewed by alibaba group and small micro gold group of equity and asset purchase agreement, and ended in 2011, the parties reach a framework agreement.
compared two version of the agreement, where change is? These changes what behind schedule, for the sake of what? The following are some public information according to the prospectus and analysis:
a, ali group received at least $9.375 billion return
public data shows, in July 2011, alibaba group, yahoo and softbank pay treasure equity split matters signed a formal agreement contains two main layers:
a is pay treasure to pay to alibaba group, 49.9% of pre-tax profit every year, to pay for intellectual property licensing fees and software technical services. When pay treasure or its holding company or other liquidation matters, will no longer need to pay the cost.
2 it is to pay treasure to the holding company of commitment will be alibaba group during the listed disposable cash rewards. Returns the forehead to pay treasure listed in 37.5% of the total market value, return amount will not less than $2 billion and not more than $6 billion.
this time the new agreement, the profit sharing amount, scale, object are changed.
the new agreement is clear, alibaba group will receive 37.5% of small micro financial services group pre-tax profit; Once small micro gold clothing listed, alibaba group can choose to “profit share” termination, thereby one-time get IPO small micro gold of 37.5% of the total value of the dress upper and lower limit (cancelled).
since March 2013, alibaba to its financial assets since set up small micro financial services group, in addition to the alipay, group map also includes the small and medium-sized enterprise loan, celestica fund, fortune, and all the online assets such as Ann.
the new agreement to share the profits to the object from the pay treasure to extend to the entire small micro gold, for alibaba and its major shareholders, yahoo and softbank is good news. Because of this, on the basis of the cake is bigger, the proportion of dividing a cake with adjustment, adjust the profit sharing ratio from 49.9% to 37.5%.
in addition, the new agreement is cancelled when giving alibaba group, a one-time cash rewards of upper and lower. The move means to eliminate ali profit to the ceiling, the upcoming IPO of alibaba it’s in the profit and its shareholders, yahoo and softbank.
according to the prospectus disclosure of information, in the new agreement agreed by the parties in the small micro gold clothing qualified IPO valuation of more than $25 billion, financing amount more than $2 billion. Calculated at 37.5% of the proportion, alibaba group can get the one-time cash rewards will not less than $9.375 billion, it will be higher than the lower limit of the framework agreement on $2011 in 2 billion nearly 4 times.
2, clarify the ali micro and small business relationship
the new agreement also alibaba group is still a small number of financial assets held by the disposal of take out the solution.
new agreement has been clear about the alibaba group and small micro financial services group, the financial and commercial relations between the pay treasure, for the first time in the form of agreement to clarify the scope of business of both sides, commitment to avoid horizontal competition.
the specific approach is that for regulatory approval and conform to the usual delivery conditions under the premise of ali sell small micro gold dress still hold, small and medium-sized enterprise loan business, priced at RMB 3.219 billion cash, the cash consideration is relatively small and medium-sized enterprise loan business entity the aggregate book value has a certain premium.
in addition to the cash consideration, ali will also be in the name of the proprietary technology and related intellectual property rights fee, charge small micro gold service for a period of seven years annual fee.
2015-2017, the small micro gold suit to alibaba every year to pay an annual fee of 2.5% of the small and medium-sized enterprise loan business daily average balance; From 2018 to 2021, the annual fee is charged equals the amount paid in 2017. Ali is expected, the delivery conditions will be completed in the fourth quarter of 2014.
to match the small and medium-sized enterprise loan business to sell, ali in cash for the same price to sell small micro gold service to the company do not have the importance of other entities.
by selling after adjusting the framework of the existing business, in the form of alibaba and small micro gold two groups also promise for the future is not competitive, agreed to enter their or participated in by the other party is engaged in the same capacity to some restrictions in the field of business.
according to the agreement, small micro gold dress can not be engaged in the management of alibaba is engaged in any business logic and its denotation covering business, alibaba also be restricted in certain specific activities related to the small micro gold service, including providing and distribution of the credit and insurance, investment management and banking services, payment processing services, leasing, financing lease and related services, foreign exchange products about trading, market making, brokerage, securities, commodities, funds, derivatives and other financial products distribution, and to provide credit rating, credit report.
in the prospectus, alibaba thinks clarify and small micro gold can be beneficial to the company’s business scope, which can help the company to focus on the Internet related services and to minimize capital centralization, leverage and credit default, and regulatory requirements, and related financial business risk inherent in the direct, at the same time can also get extra income.
for small micro gold suit, get this part of the financial asset, and ali group signed a pledge not competition, in addition to the completion of business outside the territory, more important is to be able to avoid the competition of alibaba group, focus on the development of the Internet financial.
three, ali, or will hold small micro gold take a 33% stake in
new agreement also for alibaba group in small micro gold retains the possibility.
protocol is put forward, in the small micro gold suit filed and obtain written approval of the relevant regulatory agencies, small micro gold suit will issue 33% more shares, in exchange for alibaba group “profit share” and the rights and interests of cash compensation.
and he said, once the alibaba owns 33% of the small micro gold suit, small micro gold were without a year will be 37.5% of pre-tax profits paid to alibaba, also need not one-time pay 37.5% of the market in the IPO to alibaba.
if the regulation allows ali stake below 33%, with regulation allow maximum proportion to perform, profit sharing deduction in proportion. If a rights issue behaviors in small micro gold after the IPO, ali’s stake will depend on the IPO formation ratio decrease.
at the same time, the agreement back to alibaba specific anti-dilution preferential buy right.
according to the agreement, pre-ipo, alibaba has pre-emption small micro gold take the right to issue shares, in order to maintain its 33% stake. The exercise of the right of first refusal subscribe for new shares the cost of in small micro gold suit to pay license fee to offset the alibaba group, can offset the amount of highest do not exceed $1.5 billion.
in simple terms, small micro gold future if other investors, introduced secondary offerings, alibaba’s stake will be diluted, alibaba will maintain its stake must be oneself also subscribe for issuance of shares.
this time, the agreement gives alibaba a $1.5 billion offsets, the subscription of new shares as in $1.5 billion, alibaba will not need to spend money. The spare parts, if more than $1.5 billion, alibaba or out-of-pocket for share subscription in order to maintain their ownership, or accept the stake was diluted.
if the final regulation allows the with the terms of the prerequisite, will make the new agreement more valuable. Alibaba group will therefore become a strategic investor of the small micro gold service, thus from short-term small micro gold take share of the profits in the form of the equity share for a long time.
however, this arrangement is focused on whether to allow regulation, at present there are a lot of uncertainty. Alibaba group in the prospectus said, “we believe that under the current regulations and operations, we are holding a small micro financial services group will not obtain the necessary regulatory approval in China, we also cannot assure these regulations and operating in the short term will change.”
4, pay treasure to fiscal 2014 pre-tax profit exceeds 3.5 billion yuan
the prospectus disclosed the alipay, according to the framework agreement in 2011 to pay for the past three years of alibaba group pre-tax profit amount, fiscal year 2012, 2013 and 2012 respectively, 27 million yuan, 277 million yuan and 1.764 billion yuan.
according to the framework agreement in July 2011, pay treasure every year to pay 49.9% of pre-tax profits to alibaba group, which means that the alipay pre-tax profits of more than 3.5 billion 2014 yuan.
five, ali has the right to participate in recommended and appointed a director small micro gold dress
the agreement also reveals that ali with small micro gold suit shall have the right to recommend and appointed an independent, nominated by the small micro gold suits to the board of directors by the board, this arrangement is helpful to maintain the rights and interests enjoyed by ali in small micro gold.
according to the regulation, ma will be based on its stake and other associated shareholders, to vote for the nomination. Alibaba and other parties concerned or the new agreement will be signed in agreement within 60 days after the first small micro gold clothing independent directors agree.
if the alone alone to resign or for other reasons make the dong dong seats have vacancies, as long as softbank still hold at least a 20% stake in alibaba, and in several other conditions, softbank and Mr. Ma will take consistent action on behalf of alibaba selected replacement.
at the same time, alibaba will also be planning an independent committee under the board of members by the independent directors, the alibaba company employees and softbank nominated member of the members of the board of directors, might take some of the new agreement, all need to get the independent committee’s approval.
6, ma individuals will not benefit from this a series of adjustment
the prospectus again confirmed that ma individuals in the small micro direct and indirect ownership of the gold service, not higher than its proportion in held by alibaba group.
in November 2013, a small gold suit first disclosed the shareholding structure, Mr. Ma has made the pledge to the outside world. The disclosure of relevant content, according to the future ma directly and indirectly have small stock proportion of the micro gold service, will continue to fall over time, eventually does not exceed its proportion in held by alibaba group, and the process of underweight ma will not get any economic benefits.
according to the prospectus, ma at present to 8.9% stake in alibaba group. (Tracy)