Chapter 292: There are trade-offs
At around four o'clock in the morning, Serena received another call from Gao Jun.
Subsequently, Gao Jun sent the relevant information to the company's mailbox.
Negotiations have been concluded, as the German group has offered a price of 7 billion euros, so BAE Systems has been able to secure the acquisition rights.
The EUR 10 billion will be distributed in proportion to the shareholding.
Because D&F had already acquired the shares held by BAE Systems through a trade-in and the agreement did not include a large number of minority shareholders, the actual cost of the acquisition was not 10 billion euros, but about 8.3 billion euros, the exact amount of which will have to be determined after accounting.
In other words, the government of Wallen, the GIAT Group and the German group holding company will share 8.3 billion euros.
Although the Valen government holds the largest shares, it has received few benefits: the premium from the sale of the shares of the Valen government has to be used to pay off debts, including 1.4 billion euros in bank loans alone, in addition to about 400 million euros owed to upstream suppliers.
According to the shareholding ratio, the government of Valen will receive about 4.5 billion euros.
After deducting the debt, the Valen district government received a maximum of 2.7 billion euros, and the Valen district government spent 2 billion euros to buy back FN shares from the GIAT group that year.
Of course, the gains of the Wallen district government are not small.
FN has been retained, thousands of local people have been able to save their jobs, as well as stable tax revenues, and the livelihood of hundreds of upstream and downstream enterprises.
The real beneficiaries are the other two major shareholders.
In that year, GIAT bought FN for 4 billion francs and subsequently transferred the majority of its shares to the Wallen district government for 2 billion euros.
Now, GIAT can still get about 1.5 billion euros, and the premium part alone is hundreds of millions of euros.
In other words, the GIAT Group received 3.5 billion euros from the two sales of FN's shares, compared to less than 1 billion euros from the original 4 billion francs.
What's more, in the years when FN was operating better, GIAT Group was able to get dividends every year.
It's just that, compared with the German group holding company, GIAT only makes a small profit.
At the beginning, when the government of Valen reorganized FN, the German group holding company did not pay a penny, and through the way of cross-licensing technology, it obtained the shares of FN and became the majority shareholder, and now sells its shares for a sky-high price of 2.3 billion euros.
That is, the German group holding company earned 2.3 billion euros for nothing.
Actually, this is secondary.
Over the past decade, H&K, which is also part of the German group holding, has obtained a large number of patents belonging to FN through cross-licensing, and all of them have been used in the development of new products, saving more than 1 billion euros in royalties.
This does not include the profits made by H&K from the sale of new products.
You know, without FN's patent licensing, many of H&K's products would not be available for sale, and they would not be profitable.
It can even be said that it was the German group holding company that took a stake in FN that led to the current H&K company.
In the early 90s of the last century, that is, in the years after the end of the Cold War, because of high hopes and spent a lot of money on the G11 caseless bullet rifle, H&K company was once on the verge of bankruptcy, and at the same time, FN company, relying on the victory in the selection of NATO standard caliber guns and ammunition, became the most powerful firearms company in Europe and even the world at that time, as if it had the momentum of dominating the rivers and lakes.
It was at this time that the German group holding company bought H&K back from the British, and then obtained a large number of patent licenses for H&K by taking a stake in FN company, which helped H&K through the difficult period after the end of the Cold War.
FN, on the other hand, has been on a downward spiral.
From this point of view, the German group holding company not only made billions of euros, but also allowed H&K, which is also a German company, to grow.
Because the oil and water of the FN company have been squeezed dry, the German group holding company did not offer a sky-high price.
Buying the shares of other major shareholders is the most important step, but it is not the whole story.
According to the previous requirements of the Wallen District Government, D&F, as the new owner, had to sign a restriction agreement with the Wallen District Government at the same time as completing the company's equity restructuring, guaranteeing in the form of contractual obligations that the proportion of layoffs at FN's headquarters would not exceed 10% in the next five years, and that the original basic salary standard would be maintained, and the Wallen District Government promised to give FN tax incentives within these five years.
Correspondingly, the Wallen district government will assist the new owner to solve the troubles caused by the merger.
In fact, the main thing is to get the approval of the Belgian government.
The government of Valen agreed to convince the government on behalf of the new owner that it had to maintain the independence of FN in relation to a demand made by the new owner.
To put it simply, after the completion of the share acquisition, neither BAE Systems nor D&F are allowed to annex FN, but FN must operate independently, and only the shares of FN and the related operating income will be obtained from the acquisition.
This is an extremely demanding and most difficult problem to solve.
Finally, the representative of the Valen District Government made it clear that the Valen District Government would not sell its shares in FN if it refused to agree to this condition.
To put it bluntly, it's no longer a question of whether to sell or not.
When the negotiations were about to break down, Gao Jun had to compromise and agree to the request of the Wallen District Government, and also asked the Wallen District Government to make a guarantee.
This means that D&F will only pay the other major shareholders for the purchase of the shares only after the Belgian government has approved the share transfer contract.
As for the banks, the Valen district government has to figure it out on its own.
Of course, the key is not the banks.
As long as the agreement for the sale of shares is signed, the government of Valen will be able to manage to obtain a line of credit, at least through a credit guarantee to delay the repayment date.
The key is actually the risk, that is, the government of Valen takes all the risks.
If the Belgian government vetoes the share transfer contract, then the government of Valen will bear all the losses, and the other major shareholders will not be implicated.
In fact, this is a constraint on the government of Valen and a pressure on the Belgian authorities.
Theoretically, if the government vetoes the share transfer contract, the Wallen government will suffer hundreds of millions of euros in losses and will be subject to judicial prosecution.
At this point, the contract is basically negotiated.
In fact, D&F purchased the headquarters of FN Company, to be precise, FN Group Company, and did not include many wholly-owned subsidiaries.
For example, FN USA is a wholly-owned subsidiary.
It seems that it is a bit of a loss, but there is no way to do it.
If you count all the wholly-owned subsidiaries, the price will have to be at least doubled, and you will need to go through the process in the country where many subsidiaries are registered, such as the United States.
If you want to take FN as soon as possible, you can only give up some of it.