总价21.74亿元！概伦电子拟购两家公司股权

Core Viewpoint - The acquisition of 100% equity in Ruicheng Semiconductor and 45.64% equity in Nanneng Micro by Gaolun Electronics aims to accelerate the company's transformation from an EDA tool provider to a one-stop chip design solution platform [1][3]. Group 1: Transaction Details - Gaolun Electronics plans to acquire Ruicheng Semiconductor for a valuation of 1.9 billion yuan and Nanneng Micro for 274 million yuan, with a total transaction price of 2.174 billion yuan [2]. - The share issuance price for the transaction is set at 17.48 yuan per share, and the company intends to raise 1.05 billion yuan from no more than 35 investors to fund the cash consideration and related expenses [1][2]. - The transaction was unanimously approved by the board of directors and will be presented for shareholder approval on December 18, 2025 [1]. Group 2: Strategic Implications - The acquisition will enable Gaolun Electronics to integrate EDA tools with IP cores, enhancing the development of EDA tools and driving continuous optimization [3]. - The company anticipates significant revenue growth post-acquisition, with expected synergies in product categories, customer resources, and technological accumulation [3]. Group 3: Financial Performance of Target Companies - Ruicheng Semiconductor's projected revenues for 2023, 2024, and Q1 2025 are 350 million yuan, 249 million yuan, and 35.6 million yuan, respectively, indicating a year-on-year decline of 28.65% in 2024 [4]. - The company reported a net profit of 55.06 million yuan in 2023, followed by a net loss of 1.25 million yuan in 2024, and an expanded loss of 15.19 million yuan in Q1 2025 [4]. - Performance commitments have been made by the target companies, with revenue targets set for IP licensing business from 2025 to 2027 [4][5].