Anatomy of the Hostile Takeover of China Vanke Co
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Disturbing the Peace: Anatomy of the Hostile Takeover of China Vanke Co. Taurai Muvunza∗ Terrill Frantzy Abstract Wang Shi, a business mogul who created his empire of wealth from scratch, relished in his fame and basked in the glory of his affluent business. Nothing lasts forever! After mastering the turbulent business of real estate development in his country and there- fore enjoying a rising and robust stock price, China Vanke Co. Ltd (âĂIJVankeâĂİ) founder and Chairman of the Board of Directors, Wang Shi was suddenly presented with a scathing notice from the Hong Kong Stock Exchange: rival Baoneng Group (âĂIJBaonengâĂİ) filed the regulatory documentation indicating that it had nicode- mously acquired 5% of his company and was looking to buy more. Vanke case became brutal and sparked national controversy over corporate governance and the role of Chi- nese government in capital markets. Keywords: Vanke; Baoneng; corporate governance; hostile takeover; China arXiv:2003.06019v2 [q-fin.GN] 9 Jul 2020 ∗Tsinghua-Berkeley Shenzhen Institute. Tsinghua Shenzhen International Graduate School. Shenzhen, 518055, China. Email: [email protected]. The author wishes to thank an ’anonymous’ employee from Vanke for providing helpful comments yProfessor of eBusiness and Cybersecurity, Harrisburg University of Science and Technology, Pennsylva- nia; U.S. Email: [email protected]. 1 1 Introduction tion of yearly sales are driven by this cate- gory through providing U8 decoration sys- Baoneng is a fierce rival that does busi- tem, BIM based quality control and refab- ness in a way Wang calls âĂIJvulgarâĂİ; in ricated housing. Secondly, Vanke markets no way would he allow his company and its itself as an integrated urban property ser- stellar reputation and glory be plundered by vice provider which includes shopping malls, an ensuing majority ownership and thus con- integrated complex development, Vanke Ed- trol over Vanke by BaonengâĂŹs predatory ucation, Vanke Resort, and long term leasing founder and 46 year old CEO Yao Zhenhua. apartments. Lastly, Vanke Worldwide is also The tranquility of business at Vanke and one of the oldest focus areas of the company. the harmony in ChinaâĂŹs nascent world of Having established operations in more than M&A was rattled in their core. Even the 71 cities in China, Vanke Worldwide Strat- Chinese government disapprovingly took no- egy has enabled the company to cover five tice. Wang Shi labelled the takeover not cities outside China including Singapore, San only hostile but also âĂŸpredatoryâĂŹ and Francisco, New York and London. Real es- further denounced an attempt by Baoneng tate started experiencing significant growth to become the major shareholder stating around 1990 largely because of opening up that Shenzhen Jushenghua Industrial Devel- and reform agenda. After Shanghai and opment Co., ("Jushenghua"), BaonengâĂŹs Shenzhen stock exchanges were set up in 1990 subsidiary, used reckless debt to finance the and 1991, respectively, Vanke was one of the share acquisition. This marked the brewing first companies to be listed in 1991 on Shen- of a takeover battle, which gained attention zhen Stock Exchange. In 1993, Vanke also in mainstream media, boardrooms and fur- issued B shares and established residential ther attracted a consortium of companies to property development as its core business. the battleground for control. Revenue and profit growth for Vanke aver- aged 29.1% and 31.3% compounded yearly from 1991, and the shares increased value correspondingly. From 1990, there was a 2 History of Vanke steady growth in urban population. Between 1990 and 2000, urban population surged from Wang Shi founded China Vanke, which 28% to 36% and by 2007; urban population boasts over thirty years of experience in the was approaching 50%. This increased the housing market, in 1988 in Shenzhen. The demand for housing as more and more peo- 1982 draft of the sixth Five Year Plan under ple relocated to urban areas in search for the leadership of Deng Xiaoping focused on jobs and a better life. Consequently, middle- reform and premised on progress towards a income households grew faster and the num- market economy, at the same time opening a ber of households who could afford to own a window for the then 1988 provisional regula- house increased as wages soured. Urbaniza- tions on private enterprises that allowed the tion became the driver for real estate growth. legitimization of sole proprietorship, partner- In addition to that, the government relaxed ships and limited liability corporations. The regulations on land, for example, Article 64 same wave of reform saw the inception of of the Property Rights Law made it possi- conglomerates that have now become lead- ble to own estates and immovable property, ing brands in todayâĂŹs Chinese markets. which opened doors for real estate compa- When Vanke was established, real estate and nies to borrow excessively from banks and housing in China had not gained traction buy land from government for development. and average income per capita was below 2 Total revenue hit 100 billion yuan in 2010 000 yuan. Low demand for housing is at- and Vanke has continued to enjoy enviable tributed to this phenomenon where China profits. In 2015, Vanke posted 261.47 billion had a large rural population accounting for yuan in revenue (see Figure 1), a year on year over 80% in early 1980s and roughly, 20% growth of 14.3% making it an industry leader lived in the cities. This curtailed growth in in China based on sales revenue. In July real estate sector. Vanke, a first mover in 2016, the company was listed on the âĂIJ- real estate, consolidated market share and Fortune Global 500âĂİ by Fortune Magazine as GDP grew exponentially each year, the for the first time, ranked 356th. demand for houSsing and real estate devel- Other Chinese developers that appeared on opment boomed. the list include Wanda and Evergrande. VankeâĂŹs mission has three focus areas. VankeâĂŹs success cannot only be attributed Firstly, the company has defined itself as a to ChinaâĂŹs rising middle income and ur- Global Residential Developer. A large por- 2 banization, but also to Wang ShiâĂŹs strat- ket after Brexit vote. Despite speculation of egy to enter new international territories such a decline in housing market due to uncertain- as Singapore, United States and United King- ties following Brexit, Vanke’s overseas invest- dom. China Vanke entered the U.S. when ments have paid off. It improved the com- the real estate market was recovering from panyâĂŹs performance, positioned it to be the 2008 recession and its investments have the market leader in ChinaâĂŹs real estate - been made during a period with reasonable making it one of the attractive companies on prices. Major Chinese developers such as the stock market. Individual investors and Wanda and Greenland Group have targeted corporations began to regard Vanke as an Chinese immigrants in New York and Cal- investment choice after the company outper- ifornia as their customer base. They have formed all other developers consecutively in also invested in office property acquisitions, China. However, when China’s economy re- schools and hotels. According to Wang Shi, verted to a "New Normal", a dilemna occured entering US market gives Vanke an opportu- on the markets: stocks were overvalued and nity to learn and understand business models economic performance could not match the in a developed market and gain management rising stock prices. The government encour- experience through project cooperation with aged companies to prop up the stock market. other US developers. In 2013, Vanke part- New regulation that was passed to allow pen- nered with Tishman Speyer and another US sion funds and insurance companies to invest developer, Hines, to develop a San Francisco in bonds and money market instruments pro- condominium project which became one of vided a leeway for real estate companies to the early moves of Vanke in U.S. In Septem- access capital easily. Pension funds and in- ber 2016, in a bid to step up its overseas surance companies which had huge sums of investments from 5% to the 20% target, the cash reserves also snapped the opportunity company agreed to purchase Ryder Court in to venture in trading high risk assets. On Mayfair, an office building located in Cen- the market, amongst real estate companies, tral London for GBP115 million. The prop- Vanke stood out due to its stunning perfor- erty was acquired from UK-based Hender- mance and this triggered a takeover attempt. son Global Investors whose shareholders had mounting uncertainties in the real estate mar- Figure 1: Vanke’s Annual Sales Revenue 3 The Battle for Control 1: March 30, 1994 when Junan Securities rep- resenting 4 big investors purchased large vol- Baoneng vs Vanke ume of stocks of Vanke on the secondary mar- ket. The stock market in China was barely Vanke had not encountered a takeover at- 4 years old and the regulations vague. Wang tempt and battle for control since its found- Shi considered it as a potential takeover. ing. The only time there was a tussle was on Vanke shares were suspended and Wang Shi 3 met with the investors from Jinan Securities. yuan per piece since July 10th. At that time, On April 4, Wang Shi announced victory and Foresea Life was 20% owned by Jushenghua the shares resumed trading. Despite the po- which in turn was 99% owned by Baoneng tential takeover, Wang Shi did not consider Group (see Figure 2). Wang Shi called the consolidating his ownership, which he gave purchase an attempt for hostile takeover and up when the company went public in 1991, rejected Jushenghua and Foresea Life as ma- instead, shares kept floating on the market jor shareholders of Vanke, citing that the âĂŞ posing a threat for another takeover.