Core Viewpoint - The company Jia Bi You plans to acquire a 63.2134% stake in Ou Yi Biological for approximately 831 million yuan, with a premium rate of 441.23% [3][5][7]. Acquisition Details - The acquisition involves issuing shares and cash payments to 13 counterparties, including Wang Shuwei [5][6]. - The overall transaction structure includes asset purchase and fundraising, with the success of fundraising not affecting the asset purchase [6]. - The acquisition aims to enhance the company's capabilities in multi-omics and bioinformatics, creating synergies in technology research and market resources [8]. Financial Projections - Post-acquisition, the company anticipates improvements in total assets, net assets, and operating income [9]. - The company projects a cumulative net profit of no less than 27 million yuan for the acquired entity from 2025 to 2027 [11]. Goodwill and Risks - The acquisition will result in an increase of approximately 68.19 million yuan in goodwill, representing 23.47% of the company's total assets and 30.28% of net assets as of September 2024 [12]. - The company faces risks related to the target company's performance, including the potential for goodwill impairment if performance targets are not met [10][13]. Adjustments and Regulatory Scrutiny - The acquisition plan has undergone multiple adjustments, including a reduction in the stake from 65% to 63.2134% and changes in performance compensation terms [16][21]. - The Shanghai Stock Exchange has raised questions regarding the necessity of the transaction and the implications of high goodwill [18][21]. Company Performance - In 2024, the company reported revenues of approximately 556 million yuan, a year-on-year increase of 25.19%, and a net profit of about 124 million yuan, up 35.94% [22]. - The total assets reached approximately 1.687 billion yuan, reflecting a growth of 4.67% [23].
一波三折!嘉必优高溢价收购欧易生物 方案两度修改难掩商誉隐忧