Guangzhou Auto plans merger and Shanghai listing

HONG KONG Tue Mar 22, 2011 2:25pm EDT

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HONG KONG (Reuters) - Guangzhou Automobile Group Co Ltd (2238.HK), China's No.6 domestic automaker, said it plans to seek a listing on the Shanghai stock exchange through a 5.23 billion yuan ($766 million) merger with GAC Changfeng Motor Co Ltd 600991.SS.

Guangzhou Auto, which has been expanding through mergers and acquisitions in recent years, said it forecast 2011 net profit will not be less than 4.96 billion yuan compared with 4.3 billion yuan profit in 2010.

No money will be raised through the new A-share issue but a listing on the domestic market will help promote Guangzhou Auto's brand in China, the world's biggest and fastest growing major auto market, analysts said.

Guangzhou Auto, which holds 29 percent of GAC Changfeng, proposed to swap 1.6 new A-shares or pay 12.65 yuan in cash for each existing Changfeng share it does not own, the company said in a statement late on Tuesday to the Hong Kong stock exchange.

Its partner Japan's Mitsubishi Motors Corp (7211.T) had decided to accept the cash offer and will receive a total of 961.4 million yuan for its 14.59 interest in Shanghai-listed Changfeng.

Guangzhou Auto will therefore issue not more than 470.11 million new A shares at 9.09 yuan each, representing 7.1 percent of the enlarged company's issued share capital, to implement the proposed merger.

If all other GAC Changfeng shareholders choose to exchange their interests in Changfeng for Guangzhou Auto's new A shares, the deal would be worth about 5.23 billion yuan, based on Reuters calculation.

The share exchange ratio represented a premium of 15 percent over the average trading price per Changfeng Share of 12.65 yuan of the last 20 trading days. The stock was last traded at 14.07 yuan in October 2010 before being suspended, pending the merger statement.

Guangzhou Auto's Hong Kong-listed H shares closed up 2.2 percent at HK$9.46 on Tuesday.

The merger and A-share listing were subject to regulatory and shareholder's approval, it said.

In November, Guangzhou Auto and Mitsubishi signed a memorandum of understanding with an intention to convert GAC Changfeng, which makes vehicles with Mitsubishi and other brand names and provides automobile components, into a 50/50 joint venture and to delist Changfeng.

The joint venture will introduce new models and technology and enhance the competitiveness of Guangzhou Auto in the domestic market, in particular the sport utility vehicle (SUV) sector, Guangzhou said. For the company statement, please click here ($1=6.83 Yuan)

(Reporting by Alison Leung; editing by Elaine Hardcastle)

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