等待IPO开闸？ 作者 I 吴琼 报道 I 投资界PEdaily 一笔并购交易意外告吹——近日上市公司汇顶科技宣布，正式终止对云英谷科技股份有限 公司（简称"云英谷"）10 0%股份的收购计划。 事情还要从三个月前说起：彼时为了拓展商业版图，汇顶科技宣布拟收购显示芯片设计公 司云英谷，然而历经3个多月的筹划后，双方却选择放弃这笔交易，原因并不复杂："未 能就本次交易对价等商业条款最终达成一致意见"，价格没谈拢。 这是当下退出困境一缕真实景象——有人寻求并购落袋为安，有人继续等待IPO……无论 如何，退出为王。 并购终止 创始人卖不掉公司 云英谷背后，是一个海归博士创业故事。 时间回到2 0 1 2年，顾晶已从哈佛大学博士毕业，看到中国半导体行业市场机会，便回国 创业。于是，云英谷应运而生，专注半导体显示芯片设计行业。 成立仅一年，云英谷便推出首颗图像算法IC，2 01 5年开始向客户提供图像算法IP。20 16 年其显示IP被夏普应用于多款旗舰手机的显示屏幕中，部分产品的分辨率达到4K。此后 公司进展迅速，至今已推出主要产品包括AMOLED显示驱动芯片及Mi c r o OLED硅基显 示驱动背板芯片，分别应 ...

Financial Data and Key Metrics Changes - Consolidated net sales in 2024 were approximately $1.7 billion, consistent with 2023 record revenues [9] - GAAP earnings per share from continuing operations increased 18% to $3.19 per diluted share compared to $2.72 last year [12] - Full-year gross margins improved 60 basis points to 17% of net sales [13] - Adjusted operating income was $94 million compared to $90 million a year ago, an increase of 4% year-over-year [14] - EBITDA as defined was $152 million in 2024, up 13% compared to $134 million in 2023 [16] - Operating cash flow generated during the year was $35 million, and free cash flow was $15 million [17] Business Line Data and Key Metrics Changes - Supply Technologies segment achieved record sales of $779 million, up 2% compared to $766 million in 2023 [22] - Proprietary fastener manufacturing business saw greater than 10% growth year-over-year due to increased demand for new applications [10] - Assembly Components segment sales declined 7% year-over-year to $399 million, affected by lower unit volumes and pricing [25] - Engineered Products segment net sales were a record $482 million, up 3% compared to 2023, driven by strong customer demand [27] Market Data and Key Metrics Changes - Year-over-year growth in aerospace and defense, heavy-duty truck, consumer electronics, and electrical distribution markets [10] - Weaker demand observed in power sports, industrial and agricultural equipment, and lawn and garden markets [10] - Booking trends remained robust in both North America and Europe across major induction heating and melting brands [11] Company Strategy and Development Direction - The company aims to build a diverse set of complementary industrial businesses with competitive moats and above-average growth characteristics [5] - Focus on organic growth complemented by acquisitions through the business cycle [6] - Strategic investments to lower capital expenses and improve overall competitiveness and margin profile [6] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving revenue growth driven by stable demand in most end markets for 2025 [33] - Anticipated year-over-year improvement in adjusted operating income, adjusted net income, EBITDA, and free cash flow [33] - Concerns about potential demand impact due to inflation and market chaos, but no current signs of decline [46] Other Important Information - Corporate expenses were $29 million in 2024, compared to $28 million in 2023, primarily due to higher employee-related costs [33] - The effective income tax rate for 2024 was 11%, expected to normalize to 21% to 23% in 2025 [16][33] Q&A Session Summary Question: Expectations for 2025 cadence and impact of tariffs - Management indicated that most of the business will not be significantly impacted by tariffs, with opportunities in domestic sourcing [38][39] Question: Potential standout end markets for 2025 - Aerospace and defense remain strong, with expectations for growth in capital equipment and heavy-duty truck markets [48][50] Question: M&A activity and economic outlook - The company is actively looking for strategic acquisitions to complement profitable businesses, with a steady volume of deals observed [58][60] Question: Fastener business strength and market mix - The fastener business benefits from diverse end markets, with strong performance in aerospace and defense contributing to overall success [110][112]

Financial Data and Key Metrics Changes - Adjusted EBITDA for 2024 was $127.6 million, up from $107.5 million in 2023, marking more than a doubling over the past two years [9] - The company anticipates total annual EBITDA of approximately $323 million, combining 2024 results with $195 million of incremental locked-in annual EBITDA under executed contracts [10] - The target for annual EBITDA is estimated to exceed $400 million, significantly higher than the previous target of just over $300 million [11] Business Line Data and Key Metrics Changes - Transtar reported Q4 revenue of $43.3 million and adjusted EBITDA of $19.4 million, compared to $44.8 million and $21.1 million in Q3 [26] - Jefferson generated $21.2 million in revenue and $11.1 million in adjusted EBITDA in Q4, up from $19.7 million and $11.8 million in Q3, excluding a one-time asset sale gain [29] - Long Ridge's EBITDA in Q4 was $9.9 million, down from $11.1 million in Q3, due to a planned maintenance outage [34] Market Data and Key Metrics Changes - The company is pursuing more new business opportunities than at any time since its spin-off, indicating a strong pipeline for growth [10] - The M&A market is described as the most active in years, with discussions on six opportunities representing well over $100 million of annual EBITDA [16][28] Company Strategy and Development Direction - The company plans to focus on substantial growth in 2025, with specific initiatives at Long Ridge, Repauno, and Jefferson [11][12][14] - Long Ridge's recent transactions are expected to enhance earnings significantly, allowing the company to capture 100% of the value creation [22] - The company is evaluating multiple products and counterparties at Jefferson, including crude oil, natural gas liquids, and renewables [41][46] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving substantial growth in 2025, driven by new contracts and business opportunities [11][12] - The anticipated increase in capacity payments and demand for power from hyperscalers is expected to positively impact Long Ridge's financials [36] - Management remains optimistic about the potential for M&A opportunities and the ability to finance acquisitions through debt markets [90] Other Important Information - The company has received approval for $300 million of tax-exempt debt, providing access to low-cost, long-term capital for construction projects [14] - The refinancing of corporate bonds and existing preferred stock is planned for the second quarter, aimed at reducing fixed charges and increasing cash flow [25][58] Q&A Session Summary Question: Expansion on new deals at Jefferson - Management is negotiating various products including crude oil, natural gas liquids, and renewables, with significant potential for growth [41][46] Question: Timing for Long Ridge's $160 million EBITDA - The full impact of the $160 million EBITDA from Long Ridge will be reflected in Q3, with partial contributions in Q1 and Q2 [48][50] Question: Update on Repauno permits and Phase 3 potential - Permits for the underground cavern are expected by the end of Q1, with Phase 3 potentially generating an incremental $100 million of EBITDA [62][64] Question: Transtar's organic growth target - Management remains confident in achieving a 15% organic growth rate, supported by anticipated increases in production levels [66][69] Question: M&A activity and financing - The company is evaluating several M&A opportunities and expects to announce a transaction within the next three months, with financing planned through debt markets [72][90]

Financial Data and Key Metrics Changes - Fourth quarter revenue was $385.3 million, reflecting a 7.7% decline compared to the same period last year [13] - Gross profit for the quarter was $91.8 million with a margin of 23.8%, a decline of 230 basis points year-over-year [13] - Operating income in the fourth quarter was $34.4 million with an operating margin of 8.9%, a decline of 180 basis points compared to the same period in 2023 [14] - Net income for the fourth quarter was $28.1 million or $2.33 per diluted share, down from $31.5 million or $2.63 per diluted share in the same period last year [15] - Full year net sales were $1.6 billion, reflecting a 3.6% decrease compared to 2023 [19] - Net income for the year was $115.9 million compared to $136.2 million in 2023 [21] Business Line Data and Key Metrics Changes - The vegetation management division reported net sales of $159.8 million, a 25.5% reduction compared to the fourth quarter of 2023 [16] - Operating income for the vegetation management division was $6.5 million, representing 4% of net sales [17] - The industrial equipment division net sales were $225.5 million, representing 11% growth compared to the fourth quarter of 2023 [18] - Operating income for the industrial equipment division was $28 million or 12.4% of net sales, a slight improvement compared to the same period last year [18] Market Data and Key Metrics Changes - Governmental and industrial contractor customers continued to invest in fleet modernization, with fourth quarter sales of $226 million up 11% [32] - The vegetation management division faced headwinds due to elevated interest rates and excess channel inventory, leading to a 25% decline in fourth quarter sales [35] - Order bookings in the vegetation management division improved sequentially, indicating a potential recovery [38] Company Strategy and Development Direction - The company executed cost reduction initiatives aimed at improving efficiencies in the vegetation management division, including plant consolidations and workforce reductions [22] - The company is focused on driving growth and optimization of operations while maintaining a strong balance sheet for potential acquisitions in 2025 [51] - The company expects to achieve annualized savings of $25 million to $30 million from cost reduction initiatives [23] Management Comments on Operating Environment and Future Outlook - Management noted that the industrial equipment division is expected to continue producing strong results with mid-single-digit organic sales growth [49] - The vegetation management division is anticipated to show modest but steady recovery in order flow and operating margin [49] - Management expressed optimism about the potential for meaningful acquisitions in 2025, with an active acquisition target pipeline [51] Other Important Information - The company reduced its accounts receivable by $56.4 million to $305.6 million, representing a reduction in days sales outstanding by about ten days [27] - Operating cash flow in 2024 was $209.8 million, increasing by $78.6 million or 60% year-over-year [28] - The company approved a quarterly dividend of $0.30 per share, representing a 15% increase versus 2024 [30] Q&A Session Summary Question: Will the company start seeing benefits from margin improvements in 2025? - Management indicated that the full effects of cost reduction initiatives have not yet flowed through, but they expect to see improvements in margins as the year progresses [55][70] Question: What are the plans for free cash flow utilization? - Management stated that the primary purpose of accumulated cash is for potential M&A opportunities, rather than further debt reduction [61] Question: What is the outlook for vegetation management revenue in 2025? - Management expressed optimism about achieving growth in the vegetation management division, with expectations for improved order flow and margins [82] Question: What are the expectations for operating margins in the industrial segment? - Management believes that a 15% operating margin in the industrial segment is achievable by the end of 2025 [110] Question: What types of acquisitions is the company considering? - Management is looking at opportunities closely aligned with their current operations, particularly in governmental work and potential expansion into European markets [114]

| 实务 | 董监高资本市场技能 | ਜੋ ਹੈ ਰੇ ਰੇ ਕੇ ਇੱਕ ਸਿੰਘ ਦੇ ਸਾਂ ਦੀ ਸਾਂ ਦੀ ਸਾਂ ਦੀ ਸਾਂ ਉੱਤੇ ਸਾਂ ਦੀ ਸਾਂ ਵਿੱਚ ਇੱਕ ਸਿੰਘ ਦੇ ਸਾਂ ਵਿੱਚ ਇੱਕ ਸਾਂ ਵਿੱਚ ਇੱਕ | 769.3 | | --- | --- | --- | --- | | 推荐 | 企业合规管理 (公司治理、对外担保、印章管理、公司制度制定) | ਜੋਰੇਰੇ | 139.3 | | | 如何发现企业异常——做空机构的尽调方法 | ਜ ਤੇਰੇ | 90.3 | | 跨境出海 | | ਥਰੇਰੇ | 349.3 | | | 境外投资并购法律实务 (流程、风险、尽调、谈判、协议条款) | | | | | 港股上市公司信息披露实务 | ਤੇਰੇਰੇ | 279.3 | | | 资本市场以及企业出海的核心税务考量 (股权架构、并购重组、企业出海、业务模式) | ਤੇਰੇਰੇ | 279.3 | | | 海外投融资审批实务 | ਤਰੇਰੇ | 209.3 | | 并购类 | 并购基金运作模式与典型案例 | ਜੋਰੇਰੇ | 139.3 | | | 并购谈判 ...

Financial Data and Key Metrics Changes - Overall top line performance showed broad-based growth with 4 out of 5 segments posting positive organic growth [6] - Bookings increased by 7% organically in the quarter, validating the demand outlook for 2025 [7] - Adjusted EPS grew by 14% in Q4 and 8% for the full year, excluding prior year tax benefits [8] - Segment margin performance was solid at 22.2%, up 60 basis points year-over-year [7] Business Line Data and Key Metrics Changes - Engineered Products segment grew 2% organically, driven by vehicle service and fluid dispensing [11] - Clean Energy and Fueling segment saw an 8% organic growth, led by strong order rates in cryogenic and clean energy components [11] - Imaging and Identification segment continued solid growth with robust margin performance due to cost controls [12] - Pumps and Process Solutions segment grew 3% organically, with significant bookings growth in biopharma components [12] Market Data and Key Metrics Changes - Organic bookings were up 16% in the quarter, with strong momentum across all operating businesses [14] - North American above-ground fueling business is recovering to peak volumes from previous cycles [11] - The European heat pump market is expected to recover as inventory levels stabilize [60] Company Strategy and Development Direction - The company is optimistic about 2025, expecting double-digit EPS growth through top line growth and margin improvement [10] - Focus on high-growth, high-margin platforms through organic investments and acquisitions [9] - Continued prioritization of investments in clean energy, precision components, and biopharma markets [19] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the underlying demand strength continuing into January [10] - The company is prepared for potential margin improvements through various operational levers [10] - Management noted that the outlook for 2025 remains intact despite foreign exchange headwinds [24] Other Important Information - The company completed two bolt-on acquisitions in the pumps and process solutions segment [8] - The cash position is strong, allowing for flexibility in capital deployment for growth [9] Q&A Session Summary Question: Clarification on restructuring benefits and margin drivers - Management confirmed that the $25 million restructuring benefit remains unchanged and is not embedded in forecasts [32] Question: Price-cost assumptions for the year - Management expects a positive price-cost spread, estimating a benefit of about 1 to 1.5 percentage points [34] Question: Outlook for bookings and earnings cadence - Management anticipates hovering around a book-to-bill ratio of 1 for the year, with a ramp-up in Q2 and Q3 [50][52] Question: Insights on the European heat pump market - Management noted that orders are inflecting positively, with expectations for a ramp-up in the second half of the year [60] Question: Details on strong biopharma orders - Management indicated that the orders are broad-based and linked to cleared inventory, with a focus on in-use production [68] Question: Update on M&A activity - Management reported a robust pipeline of acquisition opportunities, with interest in both proprietary deals and market transactions [79] Question: Expectations for the refrigeration segment - Management highlighted that margin performance will be driven by productivity and CO2 offerings, with a cautious approach to growth [116]

Financial Data and Key Metrics Changes - The company reported record fiscal Q3 revenue of $194 million, an increase of $19 million or 11% compared to the prior year [4][8] - Adjusted EBITDA for the quarter reached $42 million, reflecting a 14% growth year-over-year, with an adjusted EBITDA margin of 21.7%, up 70 basis points from the previous year [4][9] - Adjusted net income was $25 million, with adjusted earnings per diluted share of $1.48, representing a 49% increase from $17 million or $1.07 in the prior year [9][15] Business Segment Data and Key Metrics Changes - The Contractor Solutions segment generated $132 million in revenue, accounting for 67% of consolidated revenue, with total growth of 14.5% year-over-year [10] - The Specialized Reliability segment saw a 3% increase in revenue to $34.6 million, with EBITDA growing 26% to $6.6 million and an EBITDA margin improvement of 360 basis points to 19.1% [11][12] - The Engineered Building Solutions segment's revenue increased by 3% to $28.8 million, with a stable book-to-bill ratio of 1:1 [12] Market Data and Key Metrics Changes - The HVACR, electrical, and plumbing end markets reported growth, while the architecturally specified building products market experienced a slight decline [10] - The company noted that existing home sales and new home sales have been down, but housing permit numbers have recently increased [58] Company Strategy and Development Direction - The company continues to focus on sustainable growth and is actively pursuing accretive acquisitions to enhance its product offerings and market share [5][17] - The acquisition of Waterworks is expected to expand the company's distribution network and product offerings in eco-friendly drain management solutions [5][18] Management's Comments on Operating Environment and Future Outlook - Management expressed a favorable outlook for the macro environment, despite challenges such as higher interest rates and geopolitical uncertainties [58][62] - The company anticipates continued organic growth in the mid to high single digits, supported by recent acquisitions and market share gains [32][46] Other Important Information - The company ended fiscal Q3 with $214 million in cash and reported cash flow from operations of $12 million, a decrease from $47 million in the same quarter last year due to a tax payment deferral [13][14] - Inventory levels increased strategically to mitigate risks from potential supply chain disruptions [14][30] Q&A Session Summary Question: Impact of freight on margins and gross profit - Management acknowledged freight as a significant headwind, with a 4 to 6 month lag affecting costs, but expects pricing adjustments to help offset these increases [21][24] Question: Organic growth components - Organic growth was reported at 1.8%, with management expecting mid to high single-digit growth moving forward, driven by volume and pricing [32][36] Question: Acquisition pipeline and opportunities - Management indicated optimism regarding the acquisition pipeline, noting both small and larger acquisition opportunities are being evaluated [37][38] Question: Overall macro environment and its impact - Management remains favorably inclined towards the macro environment, expecting normal growth despite challenges, and highlighted the importance of acquisitions in driving growth [58][62]

| 实务 | 董监高资本市场技能 | ਜੋ ਹੈ ਰੇ ਰੇ ਕੇ ਇੱਕ ਸਿੰਘ ਦੇ ਸਾਂ ਦੀ ਸਾਂ ਦੀ ਸਾਂ ਦੀ ਸਾਂ ਉੱਤੇ ਸਾਂ ਦੀ ਸਾਂ ਵਿੱਚ ਇੱਕ ਸਿੰਘ ਦੇ ਸਾਂ ਵਿੱਚ ਇੱਕ ਸਾਂ ਵਿੱਚ ਇੱਕ | 769.3 | | --- | --- | --- | --- | | 推荐 | 企业合规管理 (公司治理、对外担保、印章管理、公司制度制定) | ਜੋਰੇਰੇ | 139.3 | | | 如何发现企业异常——做空机构的尽调方法 | ਜ ਤੇਰੇ | 90.3 | | 跨境出海 | | ਥਰੇਰੇ | 349.3 | | | 境外投资并购法律实务 (流程、风险、尽调、谈判、协议条款) | | | | | 港股上市公司信息披露实务 | ਤੇਰੇਰੇ | 279.3 | | | 资本市场以及企业出海的核心税务考量 (股权架构、并购重组、企业出海、业务模式) | ਤੇਰੇਰੇ | 279.3 | | | 海外投融资审批实务 | ਤਰੇਰੇ | 209.3 | | 并购类 | 并购基金运作模式与典型案例 | ਜੋਰੇਰੇ | 139.3 | | | 并购谈判 ...

作者 I 周佳丽 报道 I 投资界PEdaily 投资界获悉，红杉中国（HSG，HongSha n Ca p it a l Gr o up）与Ma rs h a ll马歇尔集团宣布 达成最终协议，将以11亿欧元（约合人民币8 0亿元）的估值收购Ma rs ha ll马歇尔的多数 股权。 中国消费者对Ma rs h a ll马歇尔并不陌生。诞生于1 9 62年，Ma rs h a ll马歇尔以经典的吉他 音箱而闻名，其开创性的声音让无数音乐爱好者心动不已，一度成为中国蓝牙音箱线上市 场的第一品牌。 六十多年沉淀，如今这个欧洲品牌被红杉中国收入囊中，这也是红杉中国迄今为止在欧洲 最大的一笔投资。 风向标。 估值80亿，红杉中国完成一笔Buyout Ma rs ha ll的故事始于19 6 2年。 主人公是Jim Ma rs h a ll，一名职业鼓手。早年间，他在伦敦开了一家乐器行，年轻的吉他 手们常常光顾于此。交流间，Jim Ma rs ha ll发现当时市面上能给吉他手们选择的品牌太少 了，且很多无法满足他们追求的效果。就这样，Jim Ma rs ha ll与父亲率队创造出了第一款 理想的音箱——JTM45， ...

以下文章来源于并购最前线 ，作者周佳丽 杨继云 并购最前线 . 投资界（PEdaily.cn）旗下，专注并购动态 2025并购时代 。 作者 I 周佳丽 杨继云 报道 I 投资界-并购最前线 20 25开年，一场大并购来了。 1月1日晚间，阿里巴巴发布公告，宣布子公司及New Re t a il将出售所持高鑫零售全部股 权，合计占高鑫零售已发行股份总数约78. 7%。阿里为"有序退出非核心资产"，战略聚 焦核心业务落下了重要一步棋。 至此，盛传了数月的"大润发卖身"一案落定，买家也终于浮出水面——德弘资本。据 悉，双方已达成交易，针对待售股份，阿里相关方有权收取最高金额约131.38亿港元。 这无疑又是眼下并购浪潮的一抹缩影。 昨晚，大润发母公司被卖了 高鑫零售一度是阿里巴巴"新零售试验田"。 时间回到20 16年10月，马云在云栖大会上正式提出了"新零售"的概念。一夕之间，互联 网改革传统零售商业的理论瞬间点燃，一批批超级物种在风口之下拔地而起。此间，阿 里巴巴也在通过入股的方式，布局自己的新零售版图。 大润发母公司高鑫零售便是其霸气一役。 20 17年，阿里巴巴首次入股高鑫零售，当时宣布投入224亿港元， ...