As Huacan Optoelectronics suspends the purchase of Harmony Optoelectronics (the main asset is the 100% stake in Wuxi Meixin, the target company held by its Hong Kong subsidiary), it is regarded as the largest acquisition in the domestic MEMS industry, and the pause button is pressed.
“Daily Economic News” reporter learned that this is a complicated design acquisition, the main content includes, the proposed price of 1.65 billion yuan, through the “bridge” of Harmony Optoelectronics to complete the acquisition of MEMSIC 100% equity; Can Optoelectronics plans to raise funds from Harmony Corelight and Chairman Zhou Fuyun at a price of 6.9 yuan to no more than 200 million yuan.
For the suspension of this acquisition, Huacan Optoelectronics explained in the announcement that part of the financial data has expired, and the company and the target company need to conduct supplementary audits.
Dong Dengxin, director of the Institute of Finance and Securities of Wuhan University of Science and Technology, said that overseas mergers and acquisitions are relatively complicated, and whether the acquisition of the target industry is conducive to the development of the domestic real economy may be the focus of the current regulatory authorities, and there are still variables.
The company is working hard on relevant audit work
According to the announcement of Huacan Optoelectronics on the evening of July 31, the company decided to apply to the CSRC for the suspension of the issuance of shares to purchase the equity of Harmony Optoelectronics.
According to the acquisition plan previously disclosed by Huacan Optoelectronics, the company plans to issue 237 million shares for a price of 1.65 billion yuan to acquire 100% equity of Harmony Optoelectronics held by NSL and Harmony Corelight. At the same time, the company will be the director of Harmony Corelight and the company’s honorary director. Chang Zhou Fu Yun non-publicly issued 28.777 million shares. Through this transaction, Huacan Optoelectronics will be involved in the field of MEMS sensors and strengthen its layout in the fields of consumer electronics and automotive electronics.
“Daily Economic News” reporter noted that the M&A transaction link is quite complicated. Harmony Optoelectronics plays a “bridge” role in the M&A case. Huacan Optoelectronics aims to acquire the assets of MEMSIC, MEMSIC, which Harmony Optoelectronics intends to acquire through mergers and acquisitions. The main asset is Meixin Semiconductor. It is understood that MEMSIC was listed on NASDAQ in 2007 and was privatized in 2013. The valuation was 1.66 billion yuan and the value added was 5 times.
For the suspension of this acquisition, Huacan Optoelectronics explained in the announcement: As of now, the validity period of some financial data in the application documents for the issuance of shares has expired, and the company and the target company need to conduct supplementary audit. At present, the company, the target company and the audit institution are taking the time to carry out relevant audit work.
“The financial data of last year can only be used for half a year.” Han Candong, the director of Huacan Optoelectronics, said in an interview with the reporter of “Daily Economic News” that the company received the “Notice of Acceptance of Administrative License Application of China Securities Regulatory Commission” at the end of June, but about finance The company has only recently decided on how to deal with the problem of data expiration.
It is worth mentioning that the main issues involved in the Shenzhen Stock Exchange’s inquiry letter include: When will the target asset Harmony Optoelectronics complete the acquisition of MEMSIC, the main financial indicators of MEMSIC and the gross profit margin, the achievability of performance commitment, and the valuation Reasonability, whether the restructuring is substantive or not, resulting in changes in the company’s control rights.
When the conditions are ripe, start the machine
What investors are concerned about is what will happen after the suspension of the acquisition? Hua Can Optoelectronics said that “the future will be activated when the conditions are ripe.”
However, the “Daily Economic News” reporter interviewed a number of analysts learned that Hua Can Optoelectronics’ “starting the opportunity to start” may not be easy.
“The situation in our company is different.” Han Jidong said that the industry involved in the acquisition is a high-tech industry, which is conducive to the development of China’s manufacturing industry and is in line with current industrial policies.
In an interview with reporters, Dong Dengxin said that overseas mergers and acquisitions are relatively complicated, whether listed companies have a relationship with the acquisition target, whether the valuation of the acquisition target is reasonable, and whether the acquisition of the industry in which the target is located is conducive to the development of the domestic real economy, etc., may be the current regulatory authorities. Focus on the direction.
At the same time, another variable is the issue price. Huacan Optoelectronics’ closing price on July 31 was 14.27 yuan/share, which was more than double the price of the company’s shares purchased at 6.90 yuan/share. Huacan Optoelectronics previously stated in the inquiry letter to the Shenzhen Stock Exchange that “the company chose 90% of the average price of the company’s shares on the 20 trading days before the announcement of the resolution of the first board of directors for the issue of the shares.” “In terms of issue price, please pay attention to the company announcement. Information.” Han Jidong said.
Sina Finance commentator Ai Tangming said in an interview with reporters that after the company’s suspension of the issuance, if it is subsequently re-submitted, in order to increase the probability of approval, it may be necessary to adjust the plan, especially the issue price.