半导体并购估值博弈加剧?差异化定价成各方共识

Core Viewpoint - The semiconductor merger and acquisition (M&A) landscape is experiencing increased valuation disputes, leading to a rise in failure rates of deals, despite a more accommodating regulatory environment [1][2][4]. Group 1: M&A Activity and Trends - In 2025, the number of M&A cases in the semiconductor sector increased by nearly 25% year-on-year, reaching 161 cases, with 12 failures, marking a five-year high [2][3]. - The total M&A amount in China's semiconductor industry reached approximately 279.67 billion, with 496 cases and 32 failures, a more than twofold increase compared to previous years [3]. - The overall M&A market in A-shares saw about 4,773 cases in 2025, a 5% increase year-on-year, with a slight decline in overall failure rates [2][3]. Group 2: Valuation Discrepancies - There is a significant divergence in valuations between buyers and sellers, particularly as sellers' expectations remain high due to previous market conditions, while buyers are cautious due to industry adjustments [4][5]. - The average price-to-earnings ratio for the semiconductor industry peaked at 291 times in 2021 but fell to 53 times by 2024, reflecting a substantial valuation correction [5]. - The termination of several high-profile M&A deals, such as the merger between Haiguang Information and Zhongke Shuguang, was attributed to disagreements over core terms, particularly valuation [4][5]. Group 3: Differentiated Pricing Strategies - Industry experts suggest implementing differentiated pricing strategies to address valuation discrepancies, allowing for tailored exit options for different investor types [10][11]. - Recent M&A cases have shown a trend towards differentiated arrangements in terms of valuation, payment methods, and performance commitments, which can help align interests among diverse stakeholders [10][11]. - Regulatory support for differentiated M&A practices has increased, encouraging the use of various assessment methods and flexible payment structures [11][12]. Group 4: Challenges in M&A Execution - The semiconductor industry is characterized by high cyclicality, complicating M&A negotiations as both parties seek to capitalize on market recovery while managing inherent risks [6][12]. - The presence of a "trilemma" in M&A—high seller expectations, buyer performance commitments, and high success rate targets—poses significant challenges, especially during industry downturns [12][14]. - The need for performance guarantees in M&A deals has led to complications, particularly for unprofitable semiconductor firms, as they may resist signing performance commitments [12][14].