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Merger And Acquisition Of Textile Industry

2011/10/25 11:48:00 38

Merger And Acquisition Of Textile Industry

Time is limited. Let me briefly review the well-known mergers and acquisitions in recent years. What kind of relationship do you have in every angle? I first review the first part. The second part is to summarize again, whether it is a buyer or a buyer, or a merger party, as the main body of an enterprise, what is the relationship between the concept of M & A and you?


Two well-known cases in the past two years, China's acquisition of Phenix has several definite intentions. One is to increase the influence of the Japanese market, which has a great impact on Japan's own products.

Second, Phenix has many years of technology accumulation in Japan. This technology precipitation is very valuable.

Third, they are skiing and outdoor products.

product

It can make up for kappa's deficiency in this respect.

Another is Mcglaughlin. They are very good at getting the ability of network marketing. This is more important. In fact, moving this thing to the Internet still needs some knowledge accumulation.

BELLE acquired Sunda, which enriched its product line, aimed at different positioning and different designs.


After that, China has recently acquired a foreign M & A, which reflects more on how to think in the international market.

PVH's CK and PVH acquired a company in May 2010. There are two targets in the acquisition, one is to realize the thickening of EPS, and the other is a common acquisition driving factor in the capital market. Another synergistic effect will involve M & a business. In the future, the word "synergy effect" is increasingly heard. In fact, 1+1 is more than 2, and 1+1 is more than 2. There are various ways and various driving factors.


The first few are listed companies for acquisitions.

A brief review of the recent acquisitions in the apparel industry non-listed company in recent years, such as the acquisition of a large number of dealers by BELLE before listing, has led to a substantial increase in the number of direct outlets.

market

For channel attributes, there are preferences for the ability to control stores, two attributes of clothing industry, brand attributes and channel attributes.

Brand is simple, brand operation, image, advertising, sponsorship sports events, such as Nike, Adidas standard brand image is very strong, stores can even let go to let others manage, he will make rules.

But how many people in the clothing industry have played very well with the brand attribute for so many years? What is more important is a channel. There are many details in the channel.


In 2000, the capital market wrote a lot of baozi's research reports, which greatly praised baozi as a Chinese company, in fact, how to maintain a good leading position in the high-end women's clothing market, which is closely related to its control and management capability of the channel.


Another thing is that this can not be regarded as a successful merger, or a successful acquisition. Attention should be paid to mergers and acquisitions, not just acquisitions, but also the concept of merger, not to eat big or small, or to unite together. This may be more relevant to all of you here and for the next few years.

Before 2007, there were two "Big Macs" on the whole sports chain. One was a sporting goods dealer under BELLE. There were about 1000 stores and another sporting goods.

Distribution

Business is Taiwan funded enterprises, Baosheng Group, at that time, reported that the chain stores reached 3500, facing two major sporting goods dealers, then our country has 4 large regional dealers at that time tried to make a merger, according to the Internet information merger is called the lead race, the formation of a leading company, but for a variety of reasons finally did not promote this cooperation, but from the external capital market, this is actually a very good deal, if can facilitate this paction, must be 1+1 is greater than 2, for each individual wealth, is an absolute value added.

Why do we have to cooperate with each other? If we cooperate with each other before, if we work together, the bargaining power of the upstream and downstream businesses will be significantly enhanced, and the capital market will also be more important. Of course, there are various reasons. At the time, some said that it was because of the financial turmoil. In fact, I knew that there might be some details of the factors, that is, money, value, and beyond figures. When some entrepreneurs exchange, they say that the enterprises under their hands are the joy of my whole life. If the merger is completed, there will be no fun every day. I think this is completely understandable, because life is not only money but also something else.


Next, let me summarize briefly what is the relationship between mergers and acquisitions. I think a relatively obvious driving factor. The first and two years are mainly factors of scale. Many entrepreneurs want to realize a marketization of their family businesses and make their mobility, that is, their assets can be recognized by the whole society. The best way is actually to go public. However, the threshold set up by China so far is relatively high, although the threshold is not high according to some regulations, but in fact, there may be dozens of cases in the SFC audit process.

Objectively speaking, if the company does not even have fifty million net profit, it will be very difficult for the SFC to put your energy in front of the trial, breaking through one hundred million or about one hundred million.

comfortable

Of course, for example, a small enterprise is listed on a large scale, because of what special reasons, these factors we do not say, it is a matter of fact, from the process of speaking, the scale is still more important for everyone here.

Therefore, sometimes, if it can be acquired through mergers, it is not necessarily a takeover. If we can enlarge the scale appropriately by merging, we will have a very good help for you to win the attention of the capital market earlier.


In other words, for enterprises, I just mentioned the problem of channel attributes and brand attributes.

One of the more obvious driving forces in recent years or two years is actually the clothing business run by the brand and the control of stores and distributors. Of course, there is another trend. Dealers themselves are separated from the brand operators, and they can act as retailers in their sole capacity as distributors. This will be a good direction in the future.


When it comes to brand attributes and channel attributes, share the data of the United States in the past and after 2005.

Let's take a look at this picture, the yellow one in the middle, which is called a retail enterprise or department store in foreign countries, or a supermarket's own brand, such as WAL-MART, with the purpose of using their own ability to control the channel, leading him to quote his own brand.

So the market share seen in the middle actually rose by nearly 3%. In fact, the 3% rise is that those relatively vulnerable brands lose 3% of the market. This is what we have observed.

The second thing we have observed is that in the US market, from the point of view of the American clothing brand, each enterprise has no more than 2.5% of the market share. So many years, such a saturated market, why the biggest is just so large, which also refers to the nature of a channel.

If it is not a particularly obvious mistake, it is not so easy for others to grab the place where the store is located. This is a characteristic of the relatively saturated market in the United States.


What is the inspiration for you? You can grab the place before the Chinese market is saturated. If you grab the place to grab, the market is saturated, and the pattern of interests you divide in the market is likely to float like this.

Of course, what I said just now is brand, an attribute of channel.


There are also other driving factors, such as the richness just mentioned.

product

Line, talking about R & D capability, talking about network marketing capabilities, synergy effect is simple, more than one sentence or two, synergy effect is 1+1 is greater than 2, how 1+1 is greater than 2? For example, your store in the north, my store in the south, our products have different divisions, enter each other stores, in fact, 1+1 is better than 2.

There is another purchase for the synergy effect. For example, when kappa bought phenix, kappa did a careful and careful study of Phenix product procurement. It was found that the only synergistic effect of purchasing is enough to reduce the cost of Phenix, especially skiing products and other products.

The last one is the thickening of EPS, which is a very common driving factor for the takeover of listed companies.


Then simply say that the matter of attention in mergers and acquisitions, valuations will not be said, valuation methods are very bookish, let's simply say, we have seen some matters needing attention in mergers and acquisitions, one is the right division must be clear, we have seen what is relatively failure, is a relatively large purchaser and a takeover, the acquirer is not always cash to buy you, as a buyer, he may retain a share in the enterprise after the merger, as a small shareholder, this is more common.


There is a case, which is a retail category, the buyer is the owner of the original brand, and also has a certain scale of enterprises, but in the negotiation process and after negotiation for a long time, the financial power and financial control ability has not been made clear, resulting in the acquisition of financial rights have not been handed out, and the two sides for future growth in performance and so on, there have been some contradictions, resulting in the majority of shareholders to pay the party really want to see the acquirer's account, after the acquisition of a year's time can not do, the other party wants to do how to do it, this situation as far as possible do not appear.


Once again, we did enough due diligence to see that a case was actually a lack of credibility between the two sides. It was bought by one side or sold by a party, describing the history of its own enterprise for a very long time. But in fact, the acquirer was also very clear that you were very different from the size of your business at that time. Through market research, you know that your business is not that big, but the specific size is not very clear.

This is in the process of acquisition, try to find professional agencies to help.

Another professional institution is a lawyer. Lawyers will play a very important role in this respect.

clothing

In the case of an enterprise, disputes between major shareholders and two shareholders, large shareholders and two shareholders have worked together for many years, over a dozen years of cooperation history. But when two shareholders signed some reorganization agreements, they actually did not find lawyers, resulting in some very unfavorable clauses to them. They had not noticed at all. Two shareholders said, "we are close to 20 years of brotherhood, he will not deceive me, his history is my history", but money is money, business is business.


The third point is to remind you that some time ago, they talked with the friends of clothing enterprises. They also talked about mergers and acquisitions. The merger of both sides was based on the merger of their respective business values. But once the value of one side is not so large, what should we do? Leave ourselves with a range of valuation adjustments.

We invested in an enterprise in CICC. At that time, it was to help a London listed company out of the market. After that, the two enterprises merged together. In fact, the subsequent growth of the acquirer was not as good as that at the time of the acquisition negotiations. What we did was that we left enough space.

At that time, we invested in the large shareholder of the company, and in fact, the acquirer was the same as the acquirer, so that the two merged together, leaving more space for the two stocks to adjust, leaving behind a space for the adjustment of the shares, which is the two shareholder adjustment according to its future performance. This is the 08 year, and the shares are still being adjusted in the last year, because the performance of the acquirers is not as good as they say, because they left behind the space, which led the acquirers to look back on the takeover.


Besides, integration after mergers and acquisitions is actually a lot of effort.

Another is the incentive mechanism of the acquirer. Some incentive mechanisms are also necessary. The practice of getting rid of the other party completely by cash is quite common in the previous years. But after these years, you find that the remaining assets are becoming more and more worthless after clearing the other party, so it is important to maintain a certain incentive mechanism.


Besides, it is possible to integrate and upgrade after M & A.

Internationally, the common way of operation is the classic product line. When kappa acquired phenix, it cut down a number of product lines and why they cut the product line. We found that many product lines alone did not make money, and some product lines were the same for the target customers. However, the cost of spending, including personnel, R & D and marketing expenses, were wasting every product line. When he cut off the product line, he found that sales revenue had not been reduced, but the cost was reduced.

So financially speaking, it is cost-effective. This is a very common practice in the world.

Including the classic product line, there will be a very good financial interest in the marketing staff and research and development.

Then the whole unified procurement system is enough to make the cost reflect a larger enemy.


Improve the efficiency of stores, such as developing new products, for example.

Buy

After the Japanese phenix, they found that the products of Phenix were mainly reflected in winter skiing clothes. If the product was introduced into the mainland of China, the situation was that the product line in summer was relatively insufficient, so the utilization of stores was not so full. However, one thing that could be done was to develop more outdoor products that could be used in summer and autumn, thus improving the efficiency of stores and improving the utilization rate of stores. This is also a good idea.

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