In Hong Kong, we build a global business empire

Chapter 942: 9 Dragons Wharf Takes Over Wheelock, Chinese and British Capitals Stir Up Turbulent Tim

After hanging up, Lin Haoran immediately called John Madden.

During the phone call, Lin Haoran stated that after some effort, he had successfully persuaded Mr. Bao Yugang to agree to acquire all of the Wheelock shares held by the Madden family in the name of Wharf Holdings.

As for how to acquire it, and at what price and under what conditions, that will naturally have to wait for further negotiations between the two parties.

John Madden was silent for a few seconds on the other end of the phone, then let out a long sigh of relief.

"Mr. Lin, thank you." His voice carried a sense of relief. "I will personally arrange to discuss this matter with Mr. Bao later!"

Clearly, after Lin Haoran's persuasion that night, John Madden had completely let go of his inner turmoil.

He no longer agonized over saving face, nor did he hesitate. Instead, he accepted the fact that Wheelock was about to change hands with unprecedented composure.

He was even eager to have Wharf Holdings take over Wheelock's shares, so he could use the money to retire in England with his family and never have to worry about Wheelock's mess again.

Lin Haoran's mission was thus considered complete.

Next, all he had to do was wait for Bao Yugang to reach an agreement with John Madden.

As for Lane Crawford, it will naturally be dealt with after Takfung is successfully acquired by Wharf Holdings.

When the time comes, Wheelock will sell Lane Crawford Group to raise funds, citing excessive debt and the need to divest non-core assets. It will be a logical transaction, and no one will be able to say anything about it.

The challenge is that last year, Hong Kong's "Code on Takeovers and Mergers" established a mandatory takeover offer rule for the first time, with a trigger point of 35%. Once this number is exceeded, a full takeover bid will be launched against the company.

However, Bao Yugang was unwilling to completely privatize Defeng & Co.

The reason is simple: Wharf Holdings owns high-quality properties with little debt, so it can naturally be privatized.

Wheelock & Co. is completely different. It is now heavily indebted, its shipping business has been losing money for years, and its real estate business has been hit by a crisis. At this time, privatization would be tantamount to taking on a bunch of bad debts.

Instead of doing that, it would be better to keep it listed, divest the assets that need to be divested, restructure the businesses that need to be restructured, and then consider privatization when the financial situation improves in the future.

If Wheelock is to be privatized now, then according to the rules of takeover and merger offers, the price must not be lower than the highest price of the listed company in the past 6 months.

Just a few months ago, Wheelock's total market capitalization was close to HK$40 billion, a price that was clearly not something Paul Yugang was willing to accept.

He acquired shares from the Zhang Yuliang and Madden families at a very generous premium, but that was based on the fact that the current share price was severely undervalued.

If privatization were to be carried out at the highest price in the past six months, the cost would more than double, requiring at least an additional billion dollars, which is clearly not worthwhile.

Instead of doing that, it would be better to let Wheelock remain listed, divest the assets that need to be divested, and restructure the businesses that need to be restructured.

Therefore, Bao Yugang's plan is to bypass the obligation of a full takeover by clearing out transactions, and only obtain controlling interest without privatizing the company.

In this way, they achieved their goal of taking control of Wheelock without incurring a heavy debt burden.

As for the small and medium-sized shareholders, those who want to stay can stay, and those who don't want to stay can sell their shares on the market to cash out and leave.

This plan allows for both offensive and defensive maneuvers.

Bao Yugang has always done things this way.

As the second largest shareholder of Wharf Holdings, Lin Haoran naturally supported the plan.

The obligation to undertake a full takeover can be waived if the "whitewash transaction exemption" is approved by the Hong Kong Securities and Futures Commission (SFC) executives, and if the shareholders' meeting requires more than 75% of the independent shareholders to vote in favor and no more than 10% to vote against, and if the SFC approves the application.

Bao Yugang had clearly considered this long ago.

Wharf Holdings' acquisition of Wheelock Properties, through two transactions, resulted in a 43.5% stake, making a mandatory tender offer inevitable.

However, he had already arranged the follow-up actions: first apply for a waiver of the transaction, and then convene a shareholders' meeting to vote on it.

With Wharf Holdings' strength and Paul Y.'s connections in Hong Kong's business community, going through these procedures is just a formality.

What Bao Yugang really cared about was not these technical issues, but how to make the deal stand up to public opinion.

After all, the Zhang Yuliang family and the Madden family are both major shareholders of Wheelock. Their willingness to sell and Wharf Holdings' willingness to buy is a normal business transaction.

As for the price, that's a matter of mutual consent, and outsiders' opinions won't change anything.

Furthermore, Wheelock & Co. is currently in a very difficult situation. Without a powerful consortium to take over, this long-established British trading company may not be able to survive this real estate crisis and shipping downturn.

From this perspective, Wharf Holdings' takeover was not taking advantage of someone's misfortune, but rather providing timely assistance.

In addition, Bao Yugang had an excellent relationship with the British government, and he became a British citizen in 1963.

After becoming a British citizen, he found it easier to expand his business in the international shipping and finance sectors. In 1978, he was knighted by the Queen of England. Therefore, the Hong Kong Securities and Futures Commission would naturally give him some leeway when reviewing this transaction.

After all, Sir John Paul Wong's status speaks for itself, and the British wouldn't make things difficult for one of their own.

Lin Haoran kept a very low profile throughout the incident, and apart from talking to John Madden once, he did not participate in anything else.

To others, all of this appeared to be a grand scheme by shipping magnate Paul Y.

Even though he owns 49% of Wharf Holdings, Paul Y. Gang is the controlling shareholder with 51% ownership, so it is natural for outsiders to believe that the acquisition was spearheaded by Paul Y. Gang.

Lin Haoran was merely a supporting character, someone who was just there to drink the soup.

Sure enough, less than a week later, Bao Yugang sent word that everything was progressing very smoothly.

"Haoran, the CSRC's exemption for clearing transactions has been approved." Bao Yugang's voice on the other end of the phone carried a hint of undisguised pride. "It's much faster than expected. Those British people, though they don't say it, still give me some face."

Lin Haoran laughed and said, "Uncle Bao is a knighted by the Queen, so of course they have to give him face. Besides, given Wheelock's current situation, they would be more than happy if someone were willing to take over."

Bao Yugang laughed and said, "That's right. But then again, the reason it was approved so quickly this time wasn't entirely because of my connections. The China Securities Regulatory Commission (CSRC) also reviewed the plan to divest non-core and non-performing assets after the acquisition and said that the plan was very professional. Divesting non-core assets to recoup funds is indeed the most reasonable approach at present."

"What about the shareholders' meeting?" Lin Haoran asked.

“It’s being arranged,” Bao Yugang said. “I’ve already asked John Madden to convene an emergency shareholders’ meeting, which should be held in a couple of days. As for the independent shareholders, I’ve had people communicate with them one by one, and most of them support the plan.”

After all, with Wharf Holdings taking over, Wheelock's financial situation will improve significantly, and their interests will be protected. There will certainly be dissenting voices, but they won't exceed 5%.

Lin Haoran nodded.

He had anticipated this outcome.

Wheelock's current predicament is clearer to its independent shareholders than anyone else.

The shipping industry is losing money hand over fist, and the real estate industry is barely surviving, with stock prices falling by more than two-thirds.

Many people already had reservations about John Madden's leadership. In the eyes of those shareholders, Wheelock's reinvestment in the shipping industry was a disastrous consequence of John Madden's actions.

If it weren't for John Madden's dual-class share structure, he would have been ousted by the shareholders long ago.

If someone is willing to take over, and it's a powerful figure like Bao Yugang, they'd be overjoyed, so why would they object?

Perhaps, after being taken over by Wharf Holdings, Wheelock will be able to return to its peak, and the value of their shares will rise accordingly.

Therefore, the so-called shareholders' meeting is nothing more than a formality.

Bao Yugang's decision to send people to communicate was less about gaining support and more about giving the small and medium-sized shareholders a way out.

Let them know that Wharf Holdings is not here to take advantage of their misfortune, but to offer help in their time of need.

When Wheelock's financial situation improves in the future, the value of their shares will naturally increase. Anyone can do that math.

"Then we'll wait for Uncle Bao's good news," Lin Haoran said with a smile.

Bao Yugang laughed heartily and said, "Don't worry, this matter is a done deal. By the way, Haoran, I've already had my men prepare for Lane Crawford's matter."

"Once the shareholders' meeting is over, we'll start the divestiture process. Have those people come over to handle things, and make sure there aren't any problems with the paperwork." "Okay, I'll have them prepare."

Time flies, and before we knew it, more than a week had passed.

During this period, the real estate crisis in Hong Kong has not improved at all.

The real estate market continues to cast a shadow over the city. Banks continue to tighten credit, small and medium-sized real estate developers are collapsing one after another, and panic is spreading like a plague through the streets and alleys. More and more citizens want to emigrate.

On the morning of October 20, Wheelock and Wharf Holdings issued a joint announcement that shocked the entire Hong Kong.

In the announcement, Wharf Holdings Limited successfully acquired the 40% stake in Wheelock Properties held by the Zhang Yuliang family at a price 15% higher than the market price.
At the same time, it acquired the 13.5% stake in Wheelock held by the Madden family at a 25% premium over the market price.

Both transactions have been approved by the Hong Kong Securities and Futures Commission. Upon completion, Wharf Holdings will hold more than 43.5% of Wheelock's shares, officially becoming Wheelock's controlling shareholder.

The news sent shockwaves through Hong Kong's business community.

Previously, there had been rumors that Wharf Holdings might acquire Wheelock Properties.

Although this news has sparked a lot of discussion, many people think it's unlikely.

Even in its decline, Wheelock was still one of the four major British trading companies. Even a fallen camel is bigger than a horse. How could it be easily taken over by Wharf Holdings?
But now, with the announcement in black and white right there, people have no choice but to believe it.

The news spread, and major media outlets followed suit.

The Sing Tao Daily's front-page headline reads: "Wharf Holdings takes a strong lead in taking control of Wheelock, Chinese and British capital stir up another storm."

Oriental Daily News used an even more sensational headline: "World shipping magnate Paul Y. joins forces with Hong Kong's richest man, Lin Haoran; long-established British giant Wheelock & Co. changes hands; the four major British trading companies."

The Ta Kung Pao's front-page headline reads: "The era of British capital has come to an end; two Chinese business giants join forces to rewrite the landscape of Hong Kong's business world."

The Hong Kong Commercial Daily took a more pragmatic approach, with its front-page headline: "Wharf Holdings acquires 43.5% stake in Wheelock, how will Paul Chung and Lam Ho-yin revitalize this century-old business?"

The front-page headline of the Hong Kong Securities Daily had a strong financial flavor: "Whale Fung's share price surged in response, and the Wharf Holdings acquisition was well received by the market."

Ming Pao's headline, however, was more humane: "The Madden family's farewell marks the end of an era."

The article vividly describes the scene when John Madden signed the agreement, saying that he was "like an old man saying goodbye to a friend, with reluctance, emotion, but more so with relief."

The article also reviewed the decades-long friendship between the Madden family and Bao Yugang, saying that the deal was "not just a business collaboration, but a continuation of the friendship between two generations."

The article concludes: "Maden is gone, but Wheelock remains. Its roots are in Hong Kong, and its future belongs to Chinese capital."

These reports flooded the media, interpreting the acquisition from various angles, instantly turning what was originally just a rumor circulating within the business community into a hot topic known to every household in Hong Kong.

The topic of this matter is being discussed everywhere—on the streets, in teahouses, and in office buildings.

"Have you heard? Wharf Holdings is going to take over Wheelock!"

"That's right. The Madden family sold all their shares, and the Zhang family followed suit. Now Bao Yugang has become the controlling shareholder of Wheelock."

"It wasn't just Bao Yugang; Lin Haoran also got involved. He's one of the two major shareholders of Wharf Holdings. Didn't he also have a stake in Wharf Holdings' acquisition of Wheelock?"

"With these two joining forces, how can Wheelock & Co. survive? No matter how resilient the Zhang Yuliang family is, they can't withstand it."

"Now, of the four major foreign trading companies in Hong Kong, only Swire Group remains. The other three have been ousted by Lin Haoran, Hutchison Whampoa has been acquired by Lin Haoran, Wharf Holdings has been acquired by Paul Yugang, and Wheelock & Co. has been acquired by Wharf Holdings. From now on, Hong Kong will truly be the domain of Chinese capital."

Amid the discussions, some were amazed, some were moved, and some were saddened.

At this moment, the shadow of the Hong Kong property crisis has not yet dissipated, but the business community's focus has been briefly drawn to this acquisition.

People are talking not only about the property market crash, banks withdrawing loans, and the collapse of small and medium-sized real estate companies, but also about how Wharf Holdings took over Wheelock and how Pao Yu-kong and Lam Ho-yin joined forces to rewrite the landscape of Hong Kong's business world.

In the past, whether it was Hongkong Land, Hutchison Whampoa, Wharf Holdings, or HSBC, they all went through a thrilling business battle before being acquired.

In contrast, Wheelock, another of the four major trading companies, was acquired in such a calm manner, without any dramatic commercial battles, and changed hands quietly.

This left many people who were waiting to see the show feeling somewhat unsatisfied.

But those who truly understand the situation know that this calm is the most terrifying thing.

Those earth-shattering acquisition battles often occur because the two sides are evenly matched and deadlocked, which causes a great deal of commotion.

This time, from Zhang Yuliang to John Madden, from the China Securities Regulatory Commission to the shareholders' meeting, every step went smoothly without any obstacles.

This can only mean one thing: Bao Yugang and Lin Haoran have already paved the way for everything.

Their opponent is not Zhang Yuliang, not Madeng, and not the small and medium-sized shareholders who are still watching from the sidelines, but the times themselves.

But the times have already turned in their favor.

Zhang Yuliang fled in panic, Ma Deng made a dignified exit, and Wheelock changed hands.

All of this seems calm on the surface, but undercurrents are surging beneath.

Those British conglomerates that were still observing probably knew better than anyone else that their era had truly passed.

Those older businessmen who once held sway in British-owned conglomerates felt a mix of emotions as they looked at the headlines in the newspapers.

Once upon a time, Wheelock was one of the four major British-owned trading companies in Hong Kong, on par with Jardine Matheson, Swire, and Hutchison Whampoa.

But now, Jardine Matheson has moved to Britain, Hutchison Whampoa has been acquired by Lin Haoran, and Wheelock has also fallen into the hands of Chinese capital.

Of the four major trading companies, only Swire is still struggling to survive.

Times have truly changed.

The person who started all of this is currently sitting in his office in the Kang Le Building, leisurely drinking tea.

Liu Xiaoli pushed open the door and came in, holding a document in her hand: "Boss, this is a draft agreement sent by Mr. Bao's side, about the asset divestiture plan for Lane Crawford. He said that once the shareholders' meeting is over, the divestiture process will be initiated."

Lin Haoran took it and looked at it carefully.

The proposal is very clear, and the price is reasonable.

He nodded in satisfaction: "Good, let's go with this plan. Let Mr. Ma Shimin help me assemble a professional team to work with you at any time."

He has no intention of merging the Lane Crawford Group, which he is about to acquire, into any of his other groups.

The reason is simple: Lin Haoran has great ambitions for the high-end retail market!
Lane Crawford is known for selling high-end European fashion boutiques. It specializes in high-end goods from Europe and America and holds the agency rights for many international brands in Hong Kong. It is an important force in Hong Kong's fashion retail industry.

Acquiring Lane Crawford is tantamount to capturing half of Hong Kong's high-end retail market.

Lane Crawford is positioned as a high-end boutique department store, which is significantly different from mass-market retailers under Lin Haoran, such as ParknShop, Wellcome, and 711-Eleven. Lane Crawford needs to maintain its high-end image independently.

It is the core piece of the high-end segment, complementing, rather than being subordinate to, other retail businesses.

Therefore, Lin Haoran plans to keep Lane Crawford operating independently and continue using the original management team, only integrating it at the strategic level.

This approach maintains Lane Crawford's high-end brand image while also creating synergies with its other retail businesses.

Once Lane Crawford Group's acquisition is successful, he can launch a global acquisition spree of high-end retail companies, extending his reach to Paris, London, New York, and Tokyo, and taking over the high-end department stores of these international fashion capitals one by one.

By then, his retail empire will no longer be limited to Hong Kong, but will span Eurasia and connect the world.

The money he made from the Latin American debt crisis is enough for him to expand globally.

Of course, those are things for the future.

The most important thing right now is to securely take over Lane Crawford. (End of Chapter)

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