Core Viewpoint - Koyuan Pharmaceutical announced the termination of its major asset restructuring plan to acquire 99.42% of Shandong Hongjitang's shares, citing changes in the overall market environment as the reason for this decision, which has led to a negative market reaction with stock price declines [1][6] Group 1: Financial Pressure - Koyuan Pharmaceutical has experienced a continuous decline in net profit since its listing in 2023, with a 3% year-on-year decrease in the first three quarters of 2023, a significant 41% drop in the same period of 2024, and a further 21% decline projected for the first three quarters of 2025 [2][7] - The proposed acquisition of Hongjitang for 3.581 billion yuan, with an estimated premium of 60.54%, posed a risk of significant earnings dilution for Koyuan, exacerbating its financial burden [2][7] - Hongjitang, despite its brand value exceeding 16 billion yuan, only committed to revenue targets without guarantees on profit, creating an asymmetric risk profile that could lead to a "merger drag" scenario for Koyuan [2][7] Group 2: Related Transactions - The acquisition was essentially an internal asset restructuring within the "Linuo System," with both Koyuan and Hongjitang controlled by the same individual, raising concerns about potential conflicts of interest due to the involvement of 38 related parties [3][8] - The transaction structure involved a share issuance priced at 16.7 yuan per share and a plan to raise up to 700 million yuan in supporting funds, which, combined with the high valuation and related party participation, led to market skepticism regarding potential benefit transfers [3][8] - The lack of profit guarantees in the agreement, while not violating regulations, tilted risk distribution towards the seller, undermining the credibility and fairness of the transaction [3][8] Group 3: Industry Changes - The pharmaceutical industry is undergoing significant structural adjustments, with normalized bulk purchasing and stricter regulatory policies impacting valuation logic, particularly for traditional Chinese medicine companies [4][9] - Hongjitang's key products face pressures from centralized procurement and price declines, challenging the rationale for high-premium acquisitions [4][10] - The market's cautious stance towards pharmaceutical mergers, especially cross-industry ones, has been reinforced by previous underwhelming integration outcomes, leading to decreased trust in such collaborative narratives [4][10] - Koyuan's decision to terminate the acquisition, while causing short-term stock volatility, may ultimately provide a necessary respite to refocus on its core business of chemical raw materials and maintain stable operations [4][10]
科源制药35亿并购急刹车，“化药+中药”梦碎背后的三重风险