text / Xu Guoyun
March 10th, Tencent shares Jingdong official boots landing.
this is a cash and equity transactions, the same, it is also a merger and acquisition, investment transactions. Private placement + IPO + asset transfer + option subscription, so that the transaction is extraordinarily complex.
study of the transaction, the core from the three agreement with the 3 protocols including: share subscription agreement (including the strategic cooperation agreement, the Jingdong shareholders amended and restated agreement), IPO subscription agreement and subscription option agreement.
, which is an important part of the subscription agreement is more than the agreement, the core is to buy Jingdong listed 15% of the current common shares.
Jingdong out before the listing of 15% shares, 15% of the shares of =a.2.15 billion dollars in cash +b. transfer 100% of the registered capital and other Affiliated Companies (Shanghai it is not included) +c. +d. signed a strategic cooperation agreement signed or prompt other agreement
, which is part of B, including B2C platform QQ online shopping, C2C platform pat network operators related to a number of employees, business contracts, intellectual property rights, licenses and permits.
C, the strategy of cooperation (a) overall business cooperation in the electricity supplier business areas; (b) the company’s number of mobile applications and other platforms of cooperation; (c) between the company and the Jingdong payment solutions and cooperation; (d) Jingdong as the company in several business areas of priority cooperation partner; and (E) electricity supplier in the field of non competition undertaking,
in this strategic cooperation agreement, the core is Tencent to provide payment services for Jingdong + mobile QQ + + WeChat entrance level entrance.
Two core issues specified by the shareholders of Jingdong
amendment and restatement of the agreement, Party A is the Tencent to appoint a director of the board of directors of the Jingdong, in addition, on the date of signing, without the written consent of Liu Qiangdong, three years Tencent shall not transfer the shares of the Jingdong, the agreement on the price is also listed as one of the before the subscription.
call option agreement is the Tencent to Jingdong Shanghai EHOO subscription rights, this consideration is a Jingdong can choose 800 million yuan subscription, or according to the subscription agreement between the parties of the fair market price.
initial public offering of shares subscription agreement is to determine the total number of ordinary shares of Tencent’s purchase of Jingdong 5%.
4 billion transaction consideration
first, we look at the entire transaction’s assets and consideration:
the contents of the announcement from the Tencent, the entire transaction, the Jingdong is listed on the top 15% of the shares after the listing of the shares of the board of directors of a place of + 5%.
Tencent, come up with $215 million in cash +B2C platform QQ online shopping +C2C platform pat + payment business cooperation + mobile phone >