Swancor Advanced Materials (SH:688585) 2 1 Shi Ji Jing Ji Bao Dao·2025-09-25 07:23Core Viewpoint - Zhiyuan Robotics is pursuing a partial tender offer to acquire 149 million shares of Shangwei New Materials at a price of 7.78 yuan per share, which is significantly lower than the current market price of 112.7 yuan per share, indicating a potential exclusion of retail investors from the offer [2][3][5]. Group 1: Acquisition Strategy - The tender offer aims to increase Zhiyuan Robotics' control over Shangwei New Materials, enhancing its ability to manage and operate the company effectively [10][12]. - The acquisition process is structured in three steps, with the first step involving the purchase of 29.99% of shares to avoid triggering mandatory tender offer obligations [6][7]. - The second step includes an irrevocable commitment from the original controlling shareholders to relinquish their voting rights, solidifying Zhiyuan Robotics' control [6][7]. Group 2: Market Dynamics - The tender offer price of 7.78 yuan per share is the minimum allowed under regulations, raising concerns about its fairness given the substantial difference from the market price [5][11]. - The market has reacted positively, with Shangwei New Materials' stock price surging to 132.10 yuan per share shortly after the announcement, making it unlikely for retail investors to accept the low offer [7][14]. - The limited free float of Shangwei New Materials' shares makes it a target for speculative trading, as controlling a smaller float reduces the cost for major investors [13][14]. Group 3: Future Capital Operations - The acquisition is seen as a strategic move to facilitate future capital operations, allowing Zhiyuan Robotics to leverage Shangwei New Materials for further financing or asset acquisitions [11][12]. - If the tender offer is successful, Zhiyuan Robotics will hold approximately 67% of Shangwei New Materials, providing a strong foundation for future capital market activities [12]. - The consolidation of shares will also aid in market value management, as a higher ownership percentage can stabilize stock performance [12][14].