Sugon(SH:603019) Zheng Quan Shi Bao Wang·2026-01-13 02:29Core Viewpoint - The semiconductor M&A activity in A-shares is experiencing a surge in 2025, with a notable increase in the number of cases and a focus on asset integration and strategic cooperation, despite a rising failure rate in M&A transactions [1][2][3] Group 1: M&A Activity Overview - In 2025, the number of M&A cases in the A-share market reached approximately 4,773, reflecting a year-on-year increase of about 5% [2] - The semiconductor sector saw 161 M&A cases, a nearly 25% increase year-on-year, with 12 failures, marking a five-year high [2] - The total M&A amount in China's semiconductor sector reached 2,796.65 billion yuan, with 496 cases and 32 failures, representing over a twofold increase year-on-year [3] Group 2: Market Dynamics and Challenges - The divergence in valuations between the primary and secondary markets is a significant factor contributing to M&A failures, with difficulties in reaching consensus on core terms such as valuation and performance commitments [1][4] - The semiconductor industry is characterized by high volatility, with the semiconductor selective index rising approximately 51% in 2025, complicating acquisition valuations [3][6] - The introduction of the "M&A Six Guidelines" in September 2024 has accelerated M&A activities, but the valuation discrepancies have become more pronounced in 2025 [4][10] Group 3: Differentiated M&A Strategies - Industry experts suggest adopting differentiated M&A strategies, including staged incubation through M&A funds, to mitigate risks associated with semiconductor M&A failures [1][7] - Differentiated pricing based on various financing rounds is being promoted, allowing later investors to exit with principal or principal plus interest arrangements [8][10] - The regulatory environment is shifting towards a more accommodating approach, encouraging diverse valuation methods and payment structures, which facilitates differentiated M&A [10][12] Group 4: Performance Commitments and Risks - The concept of performance commitments in M&A transactions poses risks, especially in a declining industry cycle, where achieving agreed-upon performance metrics becomes challenging [11][13] - The lack of a unified mandatory performance commitment mechanism by regulatory bodies allows for flexibility, but it also leads to potential conflicts in interests among stakeholders [12][13] - The historical high valuations in the semiconductor sector, particularly during the "chip shortage" period, have created challenges for current M&A negotiations, as many targets are reluctant to agree to performance commitments [5][11]