收购扩张藏“暗礁” 千金药业上会迎考

Core Viewpoint - Qianjin Pharmaceutical (600479) is set to undergo a significant asset acquisition review on August 18, aiming to enhance its Western medicine segment through the purchase of stakes in Qianjin Xiangjiang Pharmaceutical and Qianjin Xieli Pharmaceutical, despite facing challenges such as declining profits and sales prices in its target companies [1][3][5]. Group 1: Acquisition Details - Qianjin Pharmaceutical plans to acquire 28.92% of Qianjin Xiangjiang Pharmaceutical and 68% of Qianjin Xieli Pharmaceutical, with a total transaction value of 623 million yuan [3][8]. - Post-acquisition, Qianjin Pharmaceutical's stake in Qianjin Xiangjiang will increase to 79.92%, achieving 100% control over Qianjin Xieli [3][4]. - The acquisition aims to address the mismatch between capital investment and returns from the target companies, thereby improving profitability [3][6]. Group 2: Financial Performance of Target Companies - Qianjin Xiangjiang Pharmaceutical reported revenues of 640 million yuan and 704 million yuan for 2023 and 2024, with net profits of 105 million yuan and 106 million yuan respectively [6]. - Qianjin Xieli Pharmaceutical's revenues for the same period were 232 million yuan and 248 million yuan, with net profits declining from 39.16 million yuan to 23.84 million yuan [6]. - The decline in Qianjin Xieli's net profit is attributed to increased R&D investments in new heart and liver drugs [6][7]. Group 3: Market Challenges - Qianjin Xiangjiang's key product, Valsartan capsules, experienced price drops of 14.65% and 18.52% in 2023 and 2024, respectively, alongside declines in other major products [7][8]. - The pharmaceutical market is facing overall price reductions due to various factors, including national drug price negotiations and the expiration of patents [7][8]. - Experts suggest that the acquisition committee will focus on the ongoing profitability of the target assets during the review [7][8]. Group 4: Valuation and Payment Structure - The acquisition involves a mix of cash and stock payments, with the share issuance price set at 8.41 yuan per share, representing a discount compared to the market price of 10.9 yuan [8][9]. - The valuation of Qianjin Xiangjiang and Qianjin Xieli shows significant premiums, with respective increases of 87.77% and 73.28% over their book values [10].