21世纪经济报道·2025-12-25 12:26Core Viewpoint - The acquisition of approximately 43% of shares in Fenglong Co., Ltd. by UBTECH Robotics, known as the "first humanoid robot stock," marks a significant transaction in the A-share control acquisition wave led by technology companies. The total consideration for this acquisition amounts to 1.665 billion yuan, with a share price of 17.72 yuan, reflecting a 10% discount from the pre-suspension price of 19.68 yuan [1][5][6]. Group 1 - The acquisition strategy involves a combination of "agreement transfer + partial tender offer," which cleverly avoids the requirement for a full tender offer, making it a less costly and more feasible approach for gaining control [3][5]. - The first step of the acquisition includes an agreement to transfer 65.53 million shares (29.99% of total shares) from the controlling shareholder to UBTECH at a price of 17.72 yuan per share, totaling 1.161 billion yuan [5][6]. - Following the agreement transfer, UBTECH will issue a partial tender offer for an additional 28.45 million shares (13.02% of total shares) at the same price, further solidifying its control over Fenglong [5][6]. Group 2 - There is speculation about whether UBTECH could leverage this acquisition to return to the A-share market; however, current regulatory policies suggest that this is unlikely due to the company's financial status and the requirements for a successful backdoor listing [3][8][9]. - UBTECH's financial situation shows that it has not yet turned a profit, which complicates the possibility of a backdoor listing through Fenglong, making an independent IPO on the Shenzhen Stock Exchange a more viable option [8][9]. - The acquisition is not merely a shell transaction; it aims to create synergy between UBTECH's humanoid robotics business and Fenglong's established manufacturing capabilities, potentially enhancing operational efficiency and market competitiveness [13][14]. Group 3 - The acquisition is funded entirely by UBTECH's own capital, including cash reserves and proceeds from a recent placement of 3.056 billion HKD, with plans to use a significant portion for mergers and acquisitions in the robotics industry [15]. - The strategic rationale behind this acquisition is to utilize Fenglong as a financing platform and to facilitate the integration of UBTECH's technology with Fenglong's manufacturing capabilities, thereby enhancing both companies' growth prospects [12][14].