Golfzon Holdings 的市净率仅为0.15至0.2倍;其市值甚至低于其所持32% Golfzon County 股份本身的价值。控股股东以0.35倍市净率、每股6,700韩元提出的收购要约并不公平;我对其估值至少为每股30,000韩元。第二次要约收购未收到任何股份后,股价已升至要约价之上。
逐段跳播
有一家公司叫“Golfzon Holdings”,它是一家完全上市的公司。你其实可以在一个专门为它创建的网站 golfzonfairvalue.com 上找到它。网址是 www.golfzonfairvalue.com。
So, there is a company called " Golfzon Holdings" which is a fully public company . You can actually find it on a website created specifically for it called golfzonfairvalue.com. Okay, it's www.golfzonfairvalue.com.
本质上,“Gulf Zone Holdings”是一家综合型企业,持有高尔夫相关资产中多元化的股权,其中最有价值的持股是它在一家名为“Gulf Zone County”的公司中的少数股权。
Essentially, " Gulf Zone Holdings" is a conglomerate that owns diversified stakes in golf-related assets , its most valuable stake being a minority stake in a company called "Gulf Zone County".
因此,如果你对 Gulf Zone Holdings 这家上市控股公司所持那32%股权做任何相关衡量或适当评估,你会发现它的价值远高于该公司的市值。
Therefore, if you take any relevant measure or appropriate assessment of what that 32% stake in Gulf Zone Holdings, the publicly traded holding company, was worth, you will find that it is worth much more than the market capitalization of that company.
这甚至还没有算上该公司拥有的高尔夫球场、房地产,以及它在其他资产中的股份。因此,依我估计,它当时的交易价格约为账面价值的0.15到0.2倍。
This does not even include the golf courses, real estate owned by that company, and its shares in other assets. Therefore, in my estimation, it appeared to be trading at 0.15 to 0.2 of book value.
这些价格完全无法接受。6月底,该实体的控股股东(不含库存股约持有60%的股份)设立了一个单独的载体,并以较当前股价溢价超过50%的价格发出了收购要约。
The prices are completely unacceptable. At the end of June, the controlling shareholders of that entity, who own about 60% of the shares excluding treasury shares, created a separate instrument and made a purchase offer at a premium of more than 50% over the current share price.
这个股价之所以低,有各种原因。其中之一是,由于控股公司和经营公司的结构,它几乎没有流动性。它的经营公司是韩国最大的高尔夫模拟业务。因此,它也在证券交易所上市。所以,它既有控股公司结构,又有经营公司。
This stock price was low for various reasons. One of them was that it was almost illiquid due to the structure of the holding company and the operating company. Its operating company is the largest golf simulation business in Korea.
Therefore, it too was listed on the stock exchange. Therefore, it had a holding company structure and an operating company.
你可以想象,过去几年股价横盘甚至下跌,投资者逐渐厌倦,卖出股票去买更多的 Samsung、SK Hynix 以及其他 AI 相关股票。股价随之崩盘。
As you can imagine, with the stock price moving sideways or even declining over the past few years, investors grew tired and sold shares to buy more Samsung, SK Hynix and other AI-related stocks . The stock price collapsed .
控股股东的载体在一个本已很低的股价基础上,以超过50%的溢价发出了要约。这是按账面价值计算的,他们的要约相当于账面价值的0.35倍。
The controlling shareholder's instrument made an offer at a premium of more than 50% on a share price that was already low. This was at book value, where their offer was equivalent to 0.35 of the book value.
因此,至少对我来说,由于种种原因,这不是一个公平的要约。一个原因很简单:作为以账面价值0.35倍买入一家公司的买家,一旦你拥有它,它的价值就会更接近其账面价值。也许略低一点,也许略高一点。
Therefore, for me at least, this was not a fair offer for a variety of reasons. One reason is simply that as a buyer of a company worth 0.35 of its book value, once you own it, its value becomes closer to once its book value. Perhaps a little less , perhaps a little more .
事实上,我认为价值更高,因为他们许多股份,特别是“Gulf Zone County”中的股份,并没有按我认为的价值来估值,仅仅是因为它们在资产负债表上的公允价值没有被合并计算。
In fact, I thought it was more, because many of their shares, specifically the share in "Gulf Zone County," were not valued at what I believe they are worth , simply because their fair value on the balance sheet was not consolidated.
所以,简而言之,我们给董事会写了一封公开信,因为我们认为在信息披露和运营方面存在若干问题。或者说,抱歉,我们给董事会写了一封公开信,并向公众公开了。
So, in short , we wrote an open letter to the board of directors because we felt there were a number of issues related to disclosure and operations. Or, excuse me, we wrote an open letter to the board of directors and shared it with the public.
媒体对此进行了报道,主要强调了司法部今年2月发布的指令,我再重复一遍,这涉及一些治理方面的问题,我很乐意澄清,这也是我提出这个问题的原因。
The media has covered it and highlighted mainly how the Justice Department’s directives, issued in February of this year, which, I repeat, this gets into some governance points, and I am happy to clarify them, and that is why I am raising this issue.
我觉得其中许多做法没有达到应有的程度。所以我们写了一封公开信,把这一切都指了出来。这项收购要约本身处于一个特殊的灰色地带,因为它是该实体与少数股东之间的特殊交易,不受相同规则的约束。
I felt that many of these practices were not being fulfilled to the required extent. So we wrote an open letter highlighting all of this. The purchase offer was in its own special gray area because it was a special transaction between the entity and the minority and was not subject to the same rules.
那将需要大约90%的股份从证券交易所退市。因此,我觉得可能有足够多的股东会看到这封公开信,认识到它的价值,并明白他们不想被一笔勾销,从而让价值保持完好。
That would have required about 90% to be delisted from the stock exchange. Therefore, I felt that a sufficient number of shareholders might see the open letter, recognize its value, and understand that they did not want to be written off. And that they keep the value intact.
我觉得每股价值至少是30,000韩元。收购要约价格接近6,700韩元。因此,要约价格与我认为的全部资产公允价值之间存在显著差距。
I felt the value was at least 30,000 Korean won per share. The purchase offer price was close to 6,700 won. Therefore, there was a significant discrepancy between what the offer was and what I felt was the fair value of all the assets.
在整个过程中,我觉得董事会没有履行其受托责任,这就回到了《商法》第一修正案,那是总统任期内通过的第一项法案。
Throughout all of this, I felt that the board of directors was not fulfilling its fiduciary duty , which brings us back to the first amendment to the Commercial Code , which was the first thing passed during the president's term.
过去,董事会成员只对公司负有受托责任,而不对股东负有。后来规则改变了,他们在法律上要对股东负责,而不仅仅是对公司负责。因此,他们必须保护全体股东的整体利益,并公平对待他们。
In the past, board members had a fiduciary duty only towards the company and not towards the shareholders. Then the rules changed, and they became legally responsible to the shareholders, not just to the company.
Therefore, they must protect the interests of all shareholders as a whole and treat them fairly.
因此,在我的程序中,我非常依赖这一点。例如,甚至在收购要约窗口结束前两天或几天,理事会都没有披露其意见。他们等了好几周,我觉得这不是这一过程中公平的一部分。
Therefore, I relied on that a lot during my procedures. For example, even two days or a few days before the end of the purchase offer window, the council did not disclose its opinion.
They waited for several weeks, and I felt that this was not a fair part of the process.
董事会拒绝说明它是否认为所提出的价格或价值是公平的,但仍然建议投资者按收购要约价格进行购买。所以,我当时依赖的是这个角度,但当时还没有先例来检验这一切。
The board declined to say whether it believed the price or value offered was fair, but nevertheless recommended that investors proceed with the purchase offer price . So, I was relying on this angle , but there was no precedent to test all of this yet.
不过,需要澄清的是,在最初的收购要约期间,控股股东集团持股达到了85%,低于90%。几天后,他们以完全相同的价格发起了第二次收购要约,投资者看穿了他们的把戏,开始把价格推高到收购要约价格之上,随后价格继续上涨。
However, to clarify, during the initial takeover bid, the controlling shareholder group reached 85%, which is less than 90%. A few days later, they launched a second purchase offer at exactly the same price, and investors saw through their tricks and started raising the price above the purchase offer price , and then the price continued to rise.
我又写了两封公开信,然后发生了重大变化,因为修订后的《资本市场法》通过了,我相信是在8月20日,也就是第二次要约收购窗口期间。
I wrote two more open letters, and then a big change happened, as the amended Capital Markets Act was passed , I believe, on August 20 during the second tender offer window .
此前,韩国有一套公式,允许控股股东实际上——我不说是选择合并价格——但价格是基于股价的。因此,上市子公司之间的合并比例是根据市场价格公式,使用近期交易价格的加权平均来确定的。
Previously, Korea had a formula that allowed controlling shareholders to effectively, I don't say choose the merger price , but the price was based on the share price. Therefore, the consolidation ratio between listed subsidiaries was determined according to the market price formula using the weighted average of recent trading prices.
现在,从8月20日起,上市公司所有交易的价值必须是一个综合平衡股价、资产价值和收益价值的公允价值。同样的标准也适用于估值权。
Now, from August 20 onwards, the value of all transactions of listed companies must be a fair value that comprehensively balances the share price, asset value, and earnings value. This same standard applies to valuation rights.
这是在第二次要约收购窗口期间颁布的,它显著改变了我所关注或所做事情的范围,因为控股股东集团可能推进此事并退市的方式将是通过全股票置换。这可能属于这项新规则的适用范围。
This was enacted during the second takeover bid window , and it has significantly changed the scope of what I was looking at or doing, because the way the controlling shareholder group might proceed with this and delist would be through an all- share swap. This may fall under this new rule.
结果是在9月初第二次要约收购之后出来的,没有任何股份被要约收购。字面意义上说,根本没有股份被要约。紧接着,控股股东集团发布新闻稿,宣布暂停退市程序,并表示他们将转而寻求提升公司价值。
The results came after the second takeover bid in early September, and no shares were offered for the bid. Literally speaking, no shares were offered at all. Immediately afterward, the controlling shareholder group issued a press release announcing the suspension of the delisting process and stating that they would instead seek to enhance the company's value .
现在,股价显著高于收购要约价格,此事也没有新的进展。
Now, the share price is significantly higher than the purchase offer price, and there are no new updates on this matter.