Core Viewpoint - Tianyi Ma is pursuing a strategic acquisition of 98.5632% of Guangdong Xingyun Kaiwu Technology Co., Ltd. to address ongoing operational pressures and declining profits since its IPO in 2021 [2][5]. Group 1: Acquisition Details - The acquisition involves a total valuation of 1.21 billion yuan for 100% of Xingyun Kaiwu, representing a premium of over 6 times its net asset value [2][3]. - The transaction structure includes a combination of cash and stock payments, with 50.2672% of the shares purchased in cash and 48.2960% through stock issuance [3]. - The acquisition is expected to add approximately 1.049 billion yuan in goodwill to Tianyi Ma's balance sheet, which constitutes 78% of the company's net assets [2][9]. Group 2: Financial Performance and Projections - Tianyi Ma's net profits have declined for three consecutive years, with projected losses of 49.55 million yuan in 2024 [5]. - Xingyun Kaiwu is projected to achieve net profits of no less than 90 million yuan, 95 million yuan, and 105 million yuan for the years 2025 to 2027, totaling at least 290 million yuan [4]. - Post-acquisition, Tianyi Ma's revenue is expected to increase significantly, with projections showing a rise from 146 million yuan to 394 million yuan in the first half of 2025, marking a 170% increase [8]. Group 3: Strategic Rationale - The acquisition is part of Tianyi Ma's broader strategy to transform and enhance its business model, focusing on capital operations and optimizing its industry layout [7]. - The merger aims to create a comprehensive industry layout from government information systems to consumer IoT, leveraging both companies' strengths in technology [8]. - Xingyun Kaiwu's strong technical capabilities and extensive patent portfolio (217 patents and 199 software copyrights) are expected to complement Tianyi Ma's existing offerings [7].
天亿马12亿并购赌局：溢价超6倍收购星云开物，商誉占净资产78% ｜并购一线