Something extraordinary happened in Hong Kong this week. Two listed Chinese companies announced their intention to make an offer for another listed Chinese company, without notifying the target that they were about to do so. Neither side is using the word “hostile,” publicly. But the bidding consortium and the target have hired western public relations firms and are trading terms like “compelling” and “opportunistic.” Make no mistake: the hostile bid has arrived in China.
There are, of course, some peculiarly Chinese characteristics. ENN Energy and Sinopec need a nod from the ministry of commerce before launching their joint offer for at least 50.1 per cent of the shares of China Gas. But once granted, this proposed acquisition of one of China’s biggest gas distributors by another (assisted by Asia’s largest refiner) may play out much like battles elsewhere. ENN, with returns on assets about double those of CG, could make a pretty strong case to shareholders that its managers can get more. CG might counter that the consortium has offered a premium of only 25 per cent at a moment of weakness. The target’s shares had lagged behind ENN’s by a third since two senior executives were picked up by Shenzhen police a year ago on suspicion of embezzlement.
This “unsolicited possible pre-conditional voluntary cash offer” will not open any floodgates. CG’s large public float of 56 per cent and assortment of minority strategic investors make it a rarity in a market dominated by companies controlled by families and governments. But it is an intriguing test case nonetheless. Chinese companies have turned hostile on overseas companies, but never on each other. Sinopec chairman Fu Chengyu, who failed to land Unocal of California while at the helm of Cnooc six years ago, will not want to miss out again.