独董“唱反调”、红杉高瓴浮亏、早期股东狂赚4倍，奥浦迈14.5亿并购的妥协与博弈丨并购一线

Core Viewpoint - The acquisition of 100% equity of Chengli Bio by Aopumai for 1.4505 billion yuan has been approved, despite ongoing controversies regarding the necessity and strategic rationale of the merger [2][3]. Group 1: Acquisition Details - The acquisition proposal includes a differentiated valuation mechanism, with pricing for Chengli Bio's shareholders ranging from 1.23 billion yuan to 2.18 billion yuan, reflecting a significant variance of 77.24% [2][15]. - The deal has faced opposition from independent director Tao Hua'an, who questioned the necessity of the acquisition, suggesting that Aopumai should focus on improving its existing CDMO and culture medium businesses instead [3][6]. Group 2: Business Performance and Strategy - Aopumai's CDMO business has been under pressure, with a 10.03 million yuan impairment charge due to insufficient fixed asset utilization in 2024, and it has not yet turned profitable [3]. - The culture medium business has shown a growth rate of approximately 30%, generating 239 million yuan in revenue in the first three quarters of 2025, but faces competition from both international giants and domestic alternatives [3][6]. Group 3: Strategic Rationale for the Acquisition - Aopumai argues that the acquisition is aimed at capitalizing on the cyclical bottom of the CRO industry and enhancing long-term service capabilities through business synergies, rather than providing a short-term boost to CDMO capacity [5][8]. - The acquisition is expected to facilitate Aopumai's entry into the global market by leveraging Chengli Bio's established overseas channels, particularly in North America, where Chengli Bio has a strong presence [10][11]. Group 4: Financial Implications and Shareholder Dynamics - The valuation of Chengli Bio has significantly decreased, with the total consideration of 1.4505 billion yuan representing a 55% drop from its last financing round valuation of 3.22 billion yuan [12][15]. - Differentiated pricing was introduced to address the conflicting interests of early and late-stage investors, with varying performance compensation responsibilities based on the valuation at which they entered [16][18]. Group 5: Market Position and Future Outlook - Aopumai has successfully entered Merck's supplier system, indicating progress in establishing its market position [11]. - The future success of the acquisition will depend on Aopumai's ability to realize business synergies and improve the performance of its CDMO segment, which remains a critical challenge [23].