扬杰科技终止22亿高溢价收购：战略协同遇阻，财务影响可控

Core Insights - Yangjie Technology announced the termination of its cash acquisition of 100% equity in Dongguan Better Electronics Technology Co., Ltd. due to differences in business philosophy between the two parties, raising questions about the logic of mergers and acquisitions in the semiconductor industry [1][3] Group 1: Transaction Background - Better Electronics is a leading company in the domestic power electronic protection device sector, with core products including power fuses and self-resetting fuses, widely used in high-growth sectors such as new energy vehicles, photovoltaics, and energy storage [2] - In 2024, Better Electronics achieved a revenue of 837 million yuan and a net profit of 148 million yuan, continuing its growth trend into Q1 2025 with a revenue of 218 million yuan and a net profit of 41.13 million yuan [2] - The acquisition was based on the expected strategic synergy between Yangjie Technology's power semiconductor business and Better Electronics' protective components, aiming to cover a complete range of electrical scenarios from device protection to power control [2] Group 2: Reasons for Termination - The direct reason for the termination was the proactive halt by Better Electronics' actual controller and major shareholders, stemming from significant differences in business types, management styles, and corporate cultures [3] - The high premium risk associated with the acquisition was also a critical consideration, with Better Electronics' valuation showing an increase of 282.89%, translating to an increase of 1.64 billion yuan over its book net assets [3] - Yangjie Technology had designed strict performance-based clauses, requiring compensation if actual net profits did not meet 90% of the promised value by the end of 2027, along with a requirement for the sellers to invest 716 million yuan in Yangjie Technology's stock as a performance guarantee [3] Group 3: Industry Implications - The termination of this acquisition serves as a warning for the semiconductor industry, highlighting the risks associated with high premiums and long-term performance guarantees in M&A transactions [4] - The case of Better Electronics illustrates that even with solid performance growth, significant differences in governance structure and cultural integration can lead to failed transactions [4] - Investors should focus on the feasibility of achieving synergies from acquisitions rather than relying solely on financial data and performance guarantees [4]