Collaboration the new trend in takeovers
When a Chinese company bid $US4.7 billion ($4.9 billion) last week to take over Smithfield Foods, America's biggest pork producer, the deal was announced by the company's Chinese executives.
But behind the bid was a group of savvy investors and global dealmakers who hold a substantial stake in the Chinese company: Goldman Sachs, CDH Investments, Singapore's sovereign wealth fund and New Horizon Capital, a private equity firm co-founded by the son of the former Chinese prime minister Wen Jiabao.
The group controls nearly half the shares of Shuanghui International, much of which was acquired about seven years ago by helping privatise a company that had been run as a state-owned meat processor. Today, Shuanghui is a leading $US7 billion sausage maker and pork processor in China. The company is now seeking to complete the biggest Chinese acquisition ever of a US company.
The bid is subject to a national security review in the US, and that will include a review of shareholder records. Analysts say the Chinese company's ownership structure is unlikely to complicate the review, since Shuanghui is not state-owned.
But the presence of so many of Asia's powerbrokers in the bid illustrates not just how deals get done in China but how Wall Street and Asia's mandarins are likely to collaborate on future cross-border mergers and acquisitions.
"Such a deal structure is definitely the new trend, partly to spread the risks across more players and partly to signal that the deal is a real market transaction with no political elements attached," said Chen Zhiwu, a professor of finance at Yale University.
America's biggest private equity firms already have a major presence in China, with TPG, Carlyle Group and Blackstone seeking deals. Often they co-invest alongside Asia's biggest investment firms. One of the best-known is CDH Investments, a private equity and venture capital firm that manages more than $US7 billion in assets with operations in Beijing.
Founded in 2002, the company has invested in big food makers, like Mengniu Dairy, the Yurun Food Group and Shuanghui. In 2006, CDH and Goldman Sachs led a consortium which paid about $US250 million to buy out the Chinese government's stake in Shuanghui in the hopes of transforming the company into one of China's biggest food companies.
Before the deal, Shuanghui chairman Wan Long had been pressing to privatise a company under state control, saddled with operating its own school, hospital and employee housing. He said he wanted to focus on the core business.
"We should talk about pigs because all I know is pigs," he joked during an interview at the company's base in Henan, several years ago. "We call the slaughter industry the sunshine business. Although it's a traditional business, if you do it well, it is a sunshine and profitable business."
But he made his ambitions clear: "Our goal is to be the biggest in China and the leading meat supplier in the world."
To revamp Shuanghui, Mr Wan, who is 72 and still chairman, turned to CDH and Goldman Sachs. The move brought in foreign capital and other investors, including Temasek, Singapore's sovereign wealth fund, and New Horizon Capital. An investment fund controlled by the Kwoks, one of Hong Kong's richest families, also got a stake in the meat processor.
Soon after, Shuanghui set up an offshore entity, based in the Cayman Islands, which one of the company's advisers said would be used to acquire Smithfield Foods, with financing from Morgan Stanley.
Shuanghui's management retains the majority stake in the company at about 36 per cent of shares, but has more voting rights than other shareholders. CDH has about 34 per cent. Goldman and New Horizon each have about 5 per cent and Temasek 3 per cent.