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SCMP Reporter

ROCKET maker China Aerospace Industrial Corp (CAIC) is taking over Conic Investment Co in a $233.1 million deal giving the mainland party 51 per cent control.

   A general offer to minorities is also being made at a significant discount to Conic's share price - $2.70, on its last close on Tuesday.

  According to Wardley Data Services, Conic was controlled jointly by the Bank of China Group and China Resources Group.

  Under the offer, by Peregrine Capital, the entire issued share capital of Conic, a maker and distributor of electronic and plastic products, is valued at $452.7 million.

  Last night's announcement marks an unprecedented development in the mainland backdoor listing phenomenon on the Hongkong stock exchange because of CAIC's significant national strategic importance in military and telecommunications affairs.

   CAIC is valued at 30 billion yuan (about HK$40.68 billion), with an unaudited turnover and net profit after tax of eight billion and one billion yuan, respectively, last year.

   The takeover vehicle is Jetcote, a British Virgin Islands wholly owned subsidiary of CAIC.

   CAIC is a state-owned enterprise which has taken up most of the activities of the former Ministry of Aerospace Industry and is under the direct control of the State Council.

  Jetcote and Trailpower, a CAIC subsidiary, have agreed to take 158.16 million shares in Conic at $1.46 a share.

  A cash offer to the remaining shareholders is being made at the same price, representing a 47.5 per cent premium to the consolidated net asset value of the company, at 99 cents, but a deep 45.9 per cent discount to the last closing price on the market.

   CAIC said it planned to keep Conic listed and in a similar line of business, with nine mainland factories in liquid crystal products, televisions, telecommunication parts and plastic injection moulding equipment.

  ''It is anticipated that Conic will benefit from the high-technology manufacturing expertise available to CAIC.

  ''It is also the long-term objective of CAIC that the group should prudently develop a diversified business base to provide growth in earnings and cash flow,'' said a statement.

  It said: ''CAIC has extensive capabilities for research design, experiment and production of carrier rockets, satellites and ground facilities to support the launch of satellites.''    It owns eight large academies including the Chinese Academy of Carrier Rocket Technology and the Chinese Academy of Space Technology, three universities, six large industrial conglomerates and more than 300 research institutes with factories in 24 provinces in China.

  The rocket carriers are principally engaged in launching satellites in telecommunications, broadcasting and meteorology. The group makes products in electronics, computers, cars and electrical home appliances.

   ''Since inception, CAIC has successfully launched a total of 36 satellites including five for overseas clients. Asia Number One [AsiaSat-I] launched for Hongkong was one of them,'' said the statement.

   It added: ''CAIC's satellite recovery technology, multi-satellite launching technology, fixed orbit satellite technology, satellite testing and control technology and high energy low fuel rocket technology are some of the most advanced in the world.''   Conic was founded in 1965 by trader Alex Au. It became listed in 1981 in an offer of 70 million shares.

  In the early 1980s it suffered losses after provisions, amounting to $217 million, were made for doubtful debts.

  During this period, in 1984, Sin King Enterprises, a joint venture between the Bank of China Group and China Resources Group, took up 34.8 per cent of the group and subsequently gained management control.

  The takeover is only the latest in a long line of backdoor listings including the takeover by steel maker Shougang of Tung Wing Steel Holdings, Asia Securities International and Eastern Century Holdings.

   Other companies being taken over through backdoor listings included Hansom Holdings and Chevalier International Holdings.



Rocket maker acquires Conic