Tellgen(SZ:300642) Zhong Jin Zai Xian·2025-08-05 08:27Core Viewpoint - The company TuoJing Life plans to acquire 82% of the shares of KangLu Bio for a total consideration of 328 million yuan, aiming to find new growth points after experiencing ten consecutive quarters of revenue decline due to IVD centralized procurement price reductions [1][4]. Group 1: Acquisition Details - The acquisition will occur in three phases, with an initial payment of approximately 29.15 million yuan for 72.863% of KangLu Bio's shares, making it a controlling subsidiary [1][3]. - The total valuation of KangLu Bio is set at 400 million yuan, with a premium rate of 226.53% over its book value [3]. - The acquisition will result in an estimated goodwill of about 277.5 million yuan for TuoJing Life [3]. Group 2: Financial Performance and Commitments - KangLu Bio has commitments to achieve net profits of no less than 22 million yuan, 31.5 million yuan, and 38 million yuan for the years 2025 to 2027, totaling at least 91.5 million yuan [3]. - The agreement includes provisions for performance compensation if actual profits fall below 80% of the promised figures [3]. - TuoJing Life's revenue has declined significantly, with Q1 2024 and Q1 2025 revenues reported at approximately 437 million yuan and 74.89 million yuan, respectively, both down by 19.53% year-on-year [4]. Group 3: Strategic Intentions - The company is actively seeking to expand its product portfolio through strategic investments and acquisitions, including non-centralized procurement fungal detection products [5][6]. - Future acquisition plans for remaining shares of KangLu Bio are contingent on meeting performance and receivables recovery commitments, with potential cash or share-based payments planned for 2028 to 2030 [4][6]. - The remaining shareholders of KangLu Bio include industry funds, indicating potential indirect benefits for companies like YangPu Medical and David Medical from this transaction [6].