Longfei Fiber (601869.SH) went to the next city to go to the next city.The following is referred to as "El.en.") signed the "Equity Acquisition Framework Agreement", which is planned to acquire 448.8 million yuan in cash to acquire El.en. Pentium Laser (Zhejiang) Co., Ltd. (hereinafter referred to as "Pentium Laser") and Cutlite Penta S.R.L.The control of "Cutlite"), after the transaction is completed, Changfei Fiber will hold 59.18%and 70%respectively.
It should be noted that the two target companies were originally the same company and were split up by EL.EN. a few months ago. Among themThe situation behind the bumpy road is: a laser company that once expected to impact the top three in the industry is now one of the few losses in the industry. Its valuation suddenly shrinks nearly 50 % in two years.Nevertheless, Changfei Fiber is confident in the acquisition, and has set up only 5%of the performance compensation standards.
The target 7 years ipo P>
Pentium laser and Cutlite are both old -fashioned laser companies in Italy EL.EN.. It was originally the same company. In August of this year, El.en.Therefore, this transaction is equivalent to El.en. for splitting and selling the same company.
Pentium laser is not an unknown in the laser industry. According to the company, its sales contract in 2021 exceeded 2.5 billion yuan, which is the leading leader in my countrys high -power laser cutting and welding equipment industry in China. For those.And as early as 2017, Pentium laser began to try to prepare for listing. On February 14, 2023, the companys listing counseling filing was registered and accepted.
At present, el.en. Selling Pentium Laser and Cutlite alone means that the seven -year IPO of the Pentium Laser is drawn, and eventually the IPO declaration phase is ended.
The IPO "retreat" of Pentium laser has been closely related to the great environment of A -share issuance since 2023, and the deeper reasons may be derived from the company near the company.A few years of weak performance.
Public data shows that in 2023, in the case of non -merger subsidiary Pentium Laser (Wuhan) Co., Ltd., Pentium Laser Technology (Shandong) Co., Ltd., and Cutlite and CutliteThe Pentium laser has changed from profit to losses. At that time, operating income fell from 790 million yuan to 691 million yuan, and its net profit ranged from 6.497 million yuan to a loss of 312.78 million yuan.In contrast, the profitability of the other standard Cutlite is significantly stronger.
For this acquisition, the Pentium laser said on its official public account "from 2007 to 2022, Pentium laser has always maintained high-speed growth at high speedWith continuous profitability. Since 2023, due to the serious internal scroll in the domestic laser industry, companies have developed a loss of business. "
Is the domestic laser industry really losing money?The titanium media APP sorted out public information and found that the situation of the industrys losses is not common.According to the statistics of OFWEEK Laser, only 6 of the 29 laser factories in 2023 loses money.
The valuation of the Pentium laser with the loss of performance is greatly reduced. From the perspective of the acquisition price announced this time, compared with two years ago, the valuation of Pentium laser has shrunk sharply.The announcement shows that the price of 59.1837%equity of Pentium Lasers Pentium Laser was 298.7 million yuan, and the corresponding valuation was 505 million yuan.The corresponding price of the acquisition of Cutlite 70%of the equity is 150 million yuan, and the corresponding valuation is 214 million yuan.The two valuations are 719 million yuan.
In 2022, the Pentium laser completed a total of 170 million yuan of funds raised in two rounds of financing, and the corresponding shareholding ratio of investment institutions was 12.44%, and the valuation was about 1.37 billion yuan at that time.In contrast, the Pentium laser valuation has shrunk by nearly 50 % in two years.
Over the sea, low performance compensation
Public information shows that Changfei Fiber is one of the earliest domestic optical cable manufacturers in ChinaIt is mainly engaged in the research and development and manufacturing of optical fiber prefabricated rods, optical fiber, optical cables, and data communication related products. In the past three years, Changfei Fiber has continued to make efforts in the international market and diversification. Its overseas business revenue has remained above 30 % or moreEssence
For this transaction, the long -wind fiber values the help companys help to its overseas market. The company said "on the one hand, the target company can help the companys laser business expand overseas markets,Strengthen brand building; on the other hand, the companys international business layout can help the target company to further expand overseas markets ...In the second announced equity acquisition framework agreement, the relevant parties of the long -fly fiber and the transaction also agreed on the performance goals.The annual performance is quite confident, and the compensation requirements for long fiber fiber are not high.
Generally speaking, the setting of performance commitments can cover all the risks of transactions, especially when acquiring losses, the importance of performance compensation is self -evident.Judging from the announcement, the period for the achievement of the performance target for the transaction is 2025-2027. If it is not completed, the transaction-related parties need to refund 5%of the total consideration of this transaction from the long-fly fiber, which is about 224410,000 yuan.So how can Pentium laser and Cutlite performance commitment be achieved?
From the disclosed performance, in this acquisition target, the performance of Cutlite for overseas markets is relatively stable.It is the Pentium laser with a large performance.
According to the news released by the Pentium laser, in the first half of 2024, the Pentium laser has not yet got rid of the loss."" ".(This article was first published in the Titanium Media APP, author ｜ Zhang Sun Mingshuo)
