优必选拟16.65亿入主锋龙股份

Core Viewpoint - The acquisition of approximately 43% of Fenglong Co., Ltd. by UBTECH Robotics through a combination of "agreement transfer + tender offer" aims to enhance UBTECH's capabilities in humanoid robot development and commercialization while gaining control over the A-share listed company [1][4]. Group 1: Acquisition Details - UBTECH plans to invest approximately 1.665 billion yuan to acquire 43% of Fenglong Co., Ltd. [1] - The acquisition will occur in three steps: first, UBTECH will acquire 29.99% of shares through a cash agreement; second, a tender offer will be made for an additional 13.02%; third, the original controlling shareholder will commit to accepting the offer and relinquishing voting rights on remaining shares [2]. - The share transfer and tender offer price is set at 17.72 yuan per share, which is about 10% lower than the last closing price of 19.68 yuan prior to suspension [2]. Group 2: Control and Governance - After the transaction, UBTECH will gain control of Fenglong Co., Ltd., with the board of directors consisting of 7 members, of which UBTECH can nominate 6 [3]. - The transaction includes performance commitments, with the sellers guaranteeing net profits of at least 10 million yuan, 15 million yuan, and 20 million yuan for the fiscal years 2026, 2027, and 2028, respectively [3]. Group 3: Strategic Intent and Market Context - UBTECH's acquisition aims to integrate its humanoid robot technology with Fenglong's manufacturing capabilities, supply chain relationships, and customer base to accelerate development and production [4]. - Fenglong Co., Ltd. reported revenues of 433 million yuan and 479 million yuan for 2023 and 2024, respectively, with net losses of 7 million yuan in 2023 and a projected profit of 4.6 million yuan in 2024 [4]. - The acquisition is seen as part of a broader trend in the industry where leading companies seek to address production capacity constraints by acquiring established manufacturing firms, particularly in the context of rising interest in embodied intelligence [4].