Deadline to the separation of the CSA stresses the GOME not Chen quit

1 November, this is previously almost "separation agreement": deadline for the start of the United States. However, this event does not occur as scheduled today, yangcheng evening news journalists from various information received confirms that although Huang guangyu family, Chen, and Bain Capital, "the United States war" parties still failed to reach a "package deal", but in the United States split this core issue, both exceptions, experienced a "9 · 28" on the spot, the spotlight of secret talks are still slow going.

Splitting a stay

In the "war" of the most intensive GOME "threw bricks" of two months, Huang guangyu family gave up "split GOME stores non-listing the brick".

27 August this year, the sole of Beijing guomei issued to Gome Board on conditional termination "non-listed managed Protocol" notice in writing, that is, if the core Essentials of 28 September special shareholders meeting motion has not been passed, the shareholder will recover the non-listed shop alone. GOME 30 August tough response stated that "our decision will be 2010, October 31, unconditional terminate execution (including but not limited to) the total supply agreements, purchase agreements, purchase a service agreement in 2010, 2010 management agreement and related agreements. Your company in 2010 from 1 November to manage non-listed companies. "The latter is more that non-listed shop occupies a large number of listed companies, financial resources, and their liability up to $ 2 billion. The implication is that the largest shareholder of the so-called "killer app", just like a piece of scrap.

Both tough attitude for all people whether to split the country.

November 1, near, the separation of the prelude and guomeibing non-related persons. But as a hundred stores, tens of thousands or even more employees of tycoons chain, if you really want to "separation", obviously not possible in the day time suddenly take place. So now it seems, the United States on track to the separation of the possibilities already excluded. Huang guangyu family of external representatives said the day before yesterday, Zou xiaochun, August 27, the notification is objective and existent, but also is conditional, its effect on the assumption that the largest shareholder of five motion are not adopted, but part of the move, the notification of the report of condition would not be established.

Huang found step, GOME Board aspects yet in this position, however, Chen et al., GOME split is obviously not "fish will die, the network will not be broken," ending.

Data show that as of mid 2010, GOME, non-listed shop sales 96.2 billion, equivalent to the listed results related to 39% of income; whereas during the same period, non-listed shop of GOME net profit 6.28 billion, equivalent to listed companies profit 44.6%. Therefore once the Huang guangyu owned 372 stores independent, GOME will lose nearly 1/3 of the shop, nearly 1/2 of net profit, a listed company within a short period of performance is difficult to withstand this pressure; what's more, it shrinks the chain size would seriously affect the supplier's bargaining power, has become a shareholder of the GOME-2 is also difficult to accept that Bain. In the store and share issues, not to the game of last minute, the sum of the three parties are basically the same interests.

Huang gauntlets

GOME war and not be so calm.

At this crucial time before 3 days of the node, the silence of the one-month Huang guangyu family suddenly to proclaim, a high throw statement. While doing a store split, is still the core of this statement.

Huang said in a statement, at present, for non-listed whether to continue hosting also inconclusive, founding shareholders will depend on developments in the decision, but have made some independent operating non-listed.

According to the plan, to capture the next five years, non-listed part of planned national 200 city stores a total of 750, sales is expected to reach $ 45 billion. This release of the CSA directly, the world is yellow wife cuckoo. October 28, so Dujuan issued two clear signal.

"The special shareholders ' meeting, the founding shareholder demands have not changed.

If within a reasonable time, the consultation did not progress further clear, founding shareholder will consider terminating the non-listed managed, and once again proposed to convene an extraordinary general meeting of shareholders. ”

Perhaps drew Xiao and Bain's "experience".

Huang guangyu family also claims that it is working with the world's leading private equity to discuss cooperation, to ensure that the Group's retail business and real estate business in the future development of liquidity. But Huang guangyu family did not disclose this internationally renowned private fund name. For stand-alone operation, follow the yellow party, "including the team formation, ERP systems, financial preparation, elaboration of non-listed in development planning is an orderly manner. ”

But some analysts have pointed out that this realization is premised on, not in violation of the contract entered into with the listed companies.

In 2004, the United States to borrowing patterns listed in Hong Kong. At the time of the announcement, there is no competitive relationship related to the "terms". That is, Huang guangyu commitment as GOME controlling shareholders should not be listed in the United States have set up shop to open new stores in the city; the United States will not be listed in the parent company has set up shop in the city expansion, thus avoiding competition between the two sides.

It is understood that the United States, Huang guangyu family, Bain Capital and the third party to present and discuss scenarios, all have different interests.

For example, non-listed shop if not split, it would not be injected into the listed companies. If injection of listed companies, in what form into public companies. "Non-listed stores the current value of about 100 billion, if the form of a convertible into shares, Huang guangyu family will reach 50%, this is Chen and Bain unacceptable; if all of the cash injection, affect the GOME cash flow while diluted Bain Capital shares; if in cash and shares in two forms, the cash and shares what ratio respectively, this is a focus of the negotiations. "One insider said.

Third-party game

For the purposes of this Declaration to the CSA by another core is still called Chen.

TheirAttitude is very clear: "Chen go, adjust the Directors seats. ”

Allegedly, GOME 28 September after the conclusion of the extraordinary general meeting, Chen to cuckoo a message says: "We then talk about it.

"Unknown whether this detail is the fact, however, including large shareholders, Chen and Bain, tripartite negotiations, have commenced after the extraordinary general meeting, and the parties agreed that the negotiations process to completely avoid the media spotlight. This is the "9" before the spectacular · 28, after the vote not seen why is located.

In addition to Chen's fate, GOME Board seats, Huang guangyu family also put forward the "Board of Directors of the company's management in occupies too many seats, is not conducive to corporate governance.

"Proposal of the Board of Directors of the CSA 11 directors to replace two directors, Zou xiaochun and huangyan Rainbow replacement official to Ding and Chen. Currently, GOME 11 Board seats, Executive Chen, Wang Chau, Wei Qiu, official to Ding takes up 4 seats, Bain takes up three seats, on behalf of Huang guangyu family in occupies 1 Kin-wah NG, three other independent directors.

But Chen clear the bottom line is that the Board of Directors may increase the two directors of places, but cannot make changes in the original members of the Board of Directors.

Allegedly, Bain aspects in this connection also holds the same position. Some industry sources said, Chen, suddenly left is unacceptable, which is mainly of interest factors or because of: convertible into a tool that the United States, the maximum of shareholder value has reached nearly 20 million, but after an accident, Chen Huang guangyu Izzat minimum shrinkage to less than 5 million. If you are not in the United States taking the money earned during that leave completely "refunded".

On 1 November the important nodes, the CSA statement are disclosed on the progress of the negotiations, rather than pressure for further negotiations.

Huang Jia Peng, spokesman, said on behalf of cloud cuckoo's major shareholders in the "package", "However, there are currently no listed companies to reach the ' package ' and a founding shareholder of active engagement, but delay. "It is noted that the tripartite bargaining rare intense scene, but because their interests shift, away from the consensus is clear there is a difficult process.