Core Viewpoint - New Oriental Holdings plans to privatize New Oriental Energy through its wholly-owned subsidiary, New Energy Hong Kong, offering a combination of share exchange and cash payment to shareholders [1][2] Group 1: Transaction Details - The proposed transaction involves a total of 743 million shares, with shareholders receiving 2.9427 new H-shares and HKD 24.50 in cash per share [1] - The estimated total amount involved in the transaction is approximately HKD 595.19 billion, assuming all stock options are not exercised [1] - If all stock options are exercised, the total amount involved would be approximately HKD 599.24 billion [2] Group 2: Share Structure and Control - Post-transaction, New Oriental Holdings will issue up to 2.188 billion H-shares, increasing total shares from 3.097 billion to 5.285 billion, representing 41.58% of the total post-transaction share capital [2] - Wang Yushuo and his concerted parties will hold 2.243 billion shares, reducing their ownership from 72.44% to 42.32%, while still remaining the controlling party [2] Group 3: Financial Performance - New Oriental Holdings reported a revenue of HKD 135.84 billion for 2024, a decrease of 5.5% year-on-year, with a net profit of HKD 4.49 billion, down 36.6% [2] - New Oriental Energy's revenue for 2024 was HKD 109.85 billion, with a net profit of HKD 5.99 billion; post-transaction, New Oriental Holdings' net profit could increase to HKD 8.14 billion [3] - The transaction will be financed entirely through bank loans, leading to an expected increase in the debt-to-asset ratio to 67% [3]
新奥能源私有化退市,或涉及金额近600亿港元