高溢价并购 海利生物的不得已

Core Viewpoint - The acquisition of a 41% stake in Shaanxi Ruisheng Biotechnology Co., Ltd. by Haili Biological is marked by a significant premium, despite a substantial reduction in the company's valuation, indicating a complex financial maneuver to mitigate risks associated with uncollectible receivables and declining performance [1][3]. Group 1: Acquisition Details - Haili Biological announced the acquisition of a 41% stake in Ruisheng Biotechnology, with the transaction price adjusted from 9.35 billion to 5.36 billion yuan due to a revised valuation of Ruisheng from 17 billion to 9.74 billion yuan [3][4]. - The adjustment in transaction price results in a difference of approximately 3.99 billion yuan, which Haili Biological will receive from Meilun Company in the form of equity rather than cash [3][4]. - Following the acquisition, Haili Biological's ownership in Ruisheng will increase from 55% to 96%, enhancing control over the company [4]. Group 2: Financial Performance of Ruisheng - Ruisheng's financial performance has been under pressure, with projected revenues of 2.65 billion yuan and net profits of 1.39 billion yuan for 2024, and a decline in revenue to approximately 1.05 billion yuan with net profits of about 43.06 million yuan for the first three quarters of 2025 [2][6]. - The valuation adjustment reflects a significant decrease in Ruisheng's performance, with an increase in the valuation rate from 223.21% to 952.12% in previous assessments [5][6]. Group 3: Market and Regulatory Context - The acquisition has drawn scrutiny from the Shanghai Stock Exchange, which issued a regulatory letter to Haili Biological regarding the transaction, highlighting concerns over the valuation adjustments and potential discrepancies in financial reporting [8][9]. - The market dynamics, including increased competition and price wars, have adversely affected Ruisheng's performance, necessitating price reductions to maintain market share [6][10].