日播时尚14.2亿元跨界收购过会 商誉将激增协同效应待考|并购谈

Core Viewpoint - The company, 日播时尚, is acquiring a 71% stake in the lithium battery adhesive company, 茵地乐, for 1.42 billion yuan, aiming to diversify into the new energy materials sector due to stagnation in its core women's apparel business [1][4]. Group 1: Acquisition Details - The acquisition price is set at 1.42 billion yuan, with 1.161 billion yuan paid in shares and 259 million yuan in cash [1][4]. - The total assessed value of 茵地乐 is 2.005 billion yuan, reflecting a 103.40% increase over its book net assets [1][4]. - 茵地乐 is expected to achieve net profits of no less than 216 million yuan, 225 million yuan, and 233 million yuan from 2025 to 2027 [1][4]. Group 2: Financial Performance - The company is projected to incur a net loss of 159 million yuan in 2024, which would negate the cumulative profits of the previous three years [1][4]. - 茵地乐's net profits for 2023, 2024, and the first nine months of 2025 are reported as 181 million yuan, 204 million yuan, and 247 million yuan, respectively [1][4]. Group 3: Strategic Context - This is not the first attempt by the company to diversify; a previous plan to restructure into the upstream of new energy batteries was terminated [2][5]. - The current strategy retains the women's apparel business while pursuing a gradual transformation, contrasting with the previous plan that aimed for a complete exit from the original business [2][5]. Group 4: Risks and Challenges - The acquisition introduces significant goodwill of approximately 640 million yuan, which constitutes 31.61% of the projected net assets for Q1 2025 [5]. - There are concerns regarding business integration due to the lack of synergy between the women's apparel and lithium battery adhesive sectors [2][5]. - The lithium battery adhesive industry faces challenges such as technological changes, price declines, and overcapacity, which could impact future profitability [2][5].