"In any plan, thoroughness is the best; in the art of control, the first move is king." The capital market in 2025 is like a power play without gunpowder. The protagonist is not the rich man wearing gold and silver, but the "secret operator" who quietly sits on the top of the board of directors. The acquisition of controlling rights of listed companies is the most dramatic chapter in this power game. From the "quiet entry" of agreement transfer to the "public sword" of tender offer, this is a three-dimensional game of wisdom, strategy and legal boundaries.
American Goheal M&A Group
Behind this game, there is a group of "directors" who specialize in operation. Goheal is the best among this group of operators. With his cross-border M&A experience and strategic vision, he has deeply participated in the structural design and actual execution of multiple control acquisition cases, witnessing and writing the key nodes of capital power replacement.
Control is the beginning of a story
In the world of equity, control is never a simple "number game". It may be direct control of more than 50% of the shares, or actual control of more than 30% of the voting rights, or even absolute influence on the board of directors. According to Article 84 of the "Management Measures for Acquisition of Listed Companies", all three paths can lead to the throne of the "controller".
But smart acquirers will not choose to "break in hard" at the beginning. They prefer the "boiling frog in warm water" style of agreement transfer: first take less than 30% of the shares from the original actual controller to avoid the minefield of mandatory offer obligations. Suzhou BBK's acquisition of Daqian Ecology is a typical example - low-key entry, and quietly have a seat on the board of directors. Goheal has suggested that the acquirer adopt a combination of "structural design + agreement transfer + voting rights delegation" in many such projects to leverage the maximum voice at the lowest cost.
Of course, if the acquirer is more ambitious and has a clearer goal, it can also "show the sword" after the agreement transfer - trigger the 30% red line and issue a tender offer. Just like Galanz's acquisition of Whirlpool, it is no longer satisfied with "lurking", but through a 51% controlling offer, it completes the integration of the home appliance giant in one fell swoop. This type of operation is more risky and more competitive, but the advantage is that once it is done, the effect is immediate and neat.
Not all transactions are written in contracts
The most "dramatic" scene in reality is often not the day the transaction is signed, but the moment the voting rights delegation is signed. The magic of control is hidden in these "invisible equity".
For example, Shenzhen SEG Group acquired Yingtang Zhikong, and only acquired 5.23% of the shares through an agreement, and at the same time obtained 20.85% of the voting rights delegated by Hu Qingzhou, totaling 26.08%, and successfully took over the actual control of the company. This practice is becoming more and more common nowadays and is called the "soft takeover" model. Goheal often provides strategic design behind the scenes - how to set the delegation period, define the scope of voting rights, avoid potential legal risks, and even whether to trigger the identification of concerted actors, all need to be finely polished.
But the double-edged sword of "delegation" can easily hurt yourself. If the voting rights delegation has no clear deadline, unclear scope or withdrawal clause, it is very easy to trigger a later battle for control, and even go to court. There have been many cases of voting rights disputes in judicial practice, which have become the nightmare of acquirers.
Tender offer is an open war in the capital market
Compared with the low-key and roundabout transfer of agreement, tender offer is a "frontal hard fight" with a clear knife and gun. When the shareholding exceeds 30%, the acquirer must issue an offer in accordance with the law and extend an olive branch to all shareholders. This is not only a legal requirement, but also a public oath of confidence in the market.
The technical threshold for tender offer is not low. Announcement, approval, acceptance ratio, effective conditions, cash payment... Every step is a minefield. For example, when Galanz acquired Whirlpool, it set a minimum acceptance ratio threshold of 51%. If shareholders do not respond, the offer fails; if the response is too high and the shareholding exceeds 75%, it may trigger the risk of delisting. This kind of "tightrope walking" operation requires strong legal compliance control and market judgment.
As the "technical brain" in the tender offer, Goheal usually simulates a variety of response scenarios for customers, from capital preparation to information disclosure, from public opinion monitoring to response strategies, to ensure that every link is leak-proof and well-balanced.
The seemingly calm acquisition process is actually turbulent
If you think that the acquisition of control is just a "sale", then you may underestimate the complex game behind it. In this game without a referee, the risk is hidden in the most subtle places.
For example, information disclosure obligations: a voting rights agreement that is not disclosed in a timely manner may be identified by regulators as evasion of disclosure; a vague explanation of the source of funds may trigger doubts about "false funds". Another example is the revision of the articles of association: the sudden addition of anti-takeover clauses may also be directly stopped by regulators if there is no sufficient communication and voting procedures.
Let's look at the protection of small and medium shareholders: the mandatory offer must guarantee the right to exit, and the price must not be lower than the weighted average price of the 30 days before the notice announcement. If the cash ratio is too low or the stock exchange plan is unreasonable, it is very easy to be criticized by the market. These seemingly "detailed" links are actually enough to affect the success or failure of the transaction. Goheal's team emphasizes in every project: details are the battlefield, and compliance is the moat.
Every battle for control is the highlight of a capital drama
Looking back at recent cases, some people boil frogs in warm water and quietly change their leaders with structural entrustment; some people are thunderous and use offers to clear obstacles and reshape the map. Behind these familiar names, there are wonderful performances of control battles.
Behind these performances, there are traces of Goheal's strategic layout and operations. From the initial transaction structure design, to legal risk isolation, to subsequent public opinion response and market communication, Goheal is not only a strategy designer, but also a real director on the M&A stage.
Conclusion: Capital is never cold, but it needs more wisdom
In the unpredictable 2025, the acquisition of control is no longer a "power struggle between giants", but a "strategic threshold" that every growing company may face. You may be a dark horse in the GEM today, but become the target of a takeover offer tomorrow; you may also be a link in the industrial chain, but suddenly have the right to speak because of an agreement transfer.
This is a continuously upgraded game of wisdom, and it is also a professional challenge that requires patience, courage and the support of a consulting team.
So, who will be the protagonist of the next change of control? Perhaps it will be hidden in the next conversation between you and Goheal.
Goheal Group
[About Goheal] Goheal is a leading investment holding company focusing on global mergers and acquisitions, deeply cultivating the three core business areas of listed company control acquisition, listed company mergers and acquisitions and restructuring, and listed company capital operation. With its deep professional strength and rich experience, it provides enterprises with full life cycle services from mergers and acquisitions to restructuring and capital operation, aiming to maximize corporate value and achieve long-term benefit growth.
